Common use of Releases Clause in Contracts

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with The Guaranteeing Subsidiary will be released and relived of any sale of assets obligations under its Subsidiary Guarantee, the Indenture, the Notes and the Registration Rights Agreement (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that i) in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) shall be released from and relieved a Subsidiary of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset SaleIssuer, the Net Proceeds from such (ii) a sale or other disposition are treated in accordance with the provisions of Section 4.10 all of the IndentureCapital Stock of the Guaranteeing Subsidiary, in each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture or (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding). Upon delivery by the Company Issuer to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 Indenture with respect to the release of the Indenturesuch Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released any Guarantor from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the Indenture as provided hereinin Article 10 of the Indenture. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Nothing contained in the Indenture or in accordance with, and subject to, Section 4.18 any of the IndentureNotes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock The Subsidiary Guarantee of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby Subsidiary Guarantor shall be released; provided that : (i) in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance connection with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation), if the Issuer that directly or indirectly owns such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, Guarantor applies the Net Proceeds from of such sale or other disposition are treated disposition, in accordance with the applicable provisions of Section 4.10 of the Indenture; (ii) in connection with the sale of all of the capital stock of a Subsidiary Guarantor, if the Issuer that directly or indirectly owns such Subsidiary Guarantor applies the Net Proceeds of that sale, in accordance with the applicable provisions of the Indenture; (iii) in connection with any transaction which results in a Subsidiary Guarantor ceasing to be a Restricted Subsidiary of an Issuer, if the transaction is not in violation of the applicable provisions of the Indenture; (iv) if an Issuer designates any Restricted Subsidiary of such Issuer that is a Subsidiary Guarantor as an Unrestricted Subsidiary, in accordance with the applicable provisions of the Indenture; or (v) if a Subsidiary Guarantor has no outstanding Indebtedness after giving effect to such release other than pursuant to clause (2), (4), (5), (6) (with respect to Permitted Refinancing Indebtedness in respect of Indebtedness initially incurred under clause (2) or (5) only), (7), (10), (11), (12), (13), (14) or (15) of Section 4.09 of the Indenture or pursuant to clause (9) of Section 4.09 of the Indenture (with respect to Indebtedness incurred under any of the foregoing clauses) and an Officers’ Certificate certifying the foregoing is presented to the Trustee together with a request to release such Subsidiary Guarantor from its Subsidiary Guarantee. 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 or the Guaranteeing Subsidiary, as the case may be, Issuers in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing any Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released Guarantor from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Any Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 Article 11 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in In the event of an Asset Salea sale (including by way of merger, the Net Proceeds from such sale amalgamation or other disposition are treated consolidation in accordance compliance with the provisions of Section 4.10 5.01 of the Indenture. If ) of all the assets sold in such sale or other disposition include all or substantially all capital stock of the assets of a Guaranteeing Subsidiary to a Person that is not (either before or all of after giving effect to such transaction) the Capital Stock of Company or a Guaranteeing Subsidiary, Restricted Subsidiary then the Guaranteeing Subsidiary (in the event of a sale or other disposition disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock capital stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall will be released from and relieved of its Obligations any obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoGuarantee; provided provided, that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance complies with the provisions of Section 4.10 of the Indenture. Further, if the Company redesignates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.17 of the Indenture then the Guaranteeing Subsidiary will be released and relieved of any obligations under this Subsidiary Guarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guarantee. (b) The Guaranteeing Subsidiary is not released from its obligations under its this Subsidiary Guarantee, it Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such the Guaranteeing Subsidiary under the Indenture as provided in this Supplemental IndentureArticle 10 thereof. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently If, in connection with any sale of assets (including, if applicable, all the exercise of the Controlling Collateral Agent’s remedies in respect of the Shared Collateral provided for in Section 3.1, or, during the continuance any matured “event of default” under the Working Capital Stock Facility Documents, in connection with a Disposition in lieu of a Guaranteeing Subsidiary)foreclosure or other exercise of remedies on any of Shared Collateral by any Obligor at the written direction, or with the approval, of the Controlling Collateral Agent or the Controlling Collateral Agent for itself or on behalf of any of the Controlling Secured Parties, the Controlling Collateral Agent releases any of its Liens on any part of the Shared Collateral, then all Liens, if any, Liens on such Shared Collateral in favor of the Trustee in the assets sold thereby any Secured Party (other than any such Liens on Proceeds, which shall continue notwithstanding such release) shall be automatically, unconditionally and simultaneously released; , provided that in the event Proceeds of an Asset Sale, such Shared Collateral are applied to repay the Net Proceeds from such sale or other disposition are treated Obligations in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture4.1. (b) Upon the designation If in connection with any sale, lease, exchange, transfer or other disposition of any Shared Collateral (collectively, a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with “Disposition”) permitted under the terms of each of the IndentureWorking Capital Facility Documents, the Notes Documents and the Pari Passu Indebtedness Documents (other than in connection with the exercise of the Controlling Collateral Agent’s remedies or any other Enforcement Action in respect of the Shared Collateral provided for in Section 3.1), the Controlling Collateral Agent, for itself or on behalf of any of the Controlling Secured Parties, releases its Liens on any of the Shared Collateral, other than in connection with, or in anticipation of, the Discharge of Working Capital Facility Obligations, then the Existing Notes Liens, the Interim Notes Liens and the Pari Passu Liens on such Guaranteeing Subsidiary Shared Collateral shall be automatically, unconditionally and simultaneously released; provided, that the Existing Notes Liens and Interim Notes Liens upon the Shared Collateral securing the Notes Obligations shall not be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by if the Company Disposition is subject to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions Section 6.01 of the Interim Notes Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary If (i) the Required Working Capital Facility Lenders, the Required Noteholders under the Notes Documents and the Required Pari Passu Lenders under the Pari Passu Indebtedness Documents consent to a release of any or all of the Shared Collateral, and (ii) the Company delivers an Officers’ Certificate to the Working Capital Facility Collateral Agent, the Notes Collateral Agent and the Pari Passu Collateral Agent certifying that all such necessary consents have been obtained, the Working Capital Facility Collateral Agent, for itself and for the benefit of the Working Capital Facility Lenders, the Notes Collateral Agent, for itself and for the benefit of the Noteholders, and the Pari Passu Collateral Agent, for itself and for the benefit of the Pari Passu Lenders, shall unconditionally and simultaneously release their Liens on such Shared Collateral. (d) If the guarantee of the Notes Indebtedness by a Guarantor is released in accordance with the Notes Documents, the Liens on the Shared Collateral securing such guarantee of such Guarantor shall be automatically, unconditionally and simultaneously released. (e) If the guarantee of the Working Capital Facility Indebtedness by a Guarantor is released and relieved of its obligations under this Supplemental Indenture in accordance withwith the Working Capital Facility Documents, the Working Capital Facility Liens on the Shared Collateral of such Guarantor shall be automatically, unconditionally and subject to, Section 4.18 simultaneously released. (f) If the guarantee of the IndenturePari Passu Indebtedness by a Guarantor is released in accordance with the Pari Passu Indebtedness Documents, the Pari Passu Liens on the Shared Collateral of such Guarantor shall be automatically, unconditionally and simultaneously released. provided, that, in each case, the Controlling Collateral Agent and each Trustee have received all documentation, if any, that may be required by the Trust Indenture Act in connection therewith. In connection with any release of Collateral as provided for above, the Controlling Collateral Agent will promptly execute any release documentation with respect thereto reasonably requested by the Company. (g) Each of the Authorized Representatives hereby irrevocably constitutes and appoints the Controlling Collateral Agent and any officer or agent of the Controlling Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Authorized Representative, or in the Controlling Collateral Agent’s name, from time to time in the Controlling Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Section 5.1, including, without limitation, any financing statement amendments, endorsements or other instruments or transfer or release. This power is coupled with an interest and shall be irrevocable.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently If in connection with the exercise of any sale of assets (including, if applicable, all of the Capital Stock US Revolving Credit Collateral Agent’s remedies in respect of a Guaranteeing Subsidiary)any Revolving Credit Primary Collateral as provided for in Section 3.1, all the US Revolving Credit Collateral Agent, for itself and/or on behalf of any of the Revolving Credit Claimholders, releases any of its Liens on any part of the Revolving Credit Primary Collateral, then the Liens, if any, in favor of the Trustee Notes Collateral Agent, for itself and/or for the benefit of the Notes Claimholders, on the Revolving Credit Primary Collateral sold or disposed of in the assets sold thereby connection with such exercise, shall be automatically, unconditionally and simultaneously released; provided that in the event . The Notes Collateral Agent, for itself and/or on behalf of an Asset Saleany such Notes Claimholders, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) promptly shall be released from execute and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company deliver to the Trustee of an Officers' Certificate to the effect that US Revolving Credit Collateral Agent or such sale or Grantor such termination statements, releases and other disposition was made by the Company or the Guaranteeing Subsidiary, documents as the case US Revolving Credit Collateral Agent or such Grantor may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order request to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of effectively confirm such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenturerelease. (b) Upon the designation If in connection with any sale, lease, exchange, transfer or other disposition of any Revolving Credit Primary Collateral (collectively, a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with “Disposition”) permitted under the terms of the IndentureRevolving Credit Documents (including voluntary Dispositions of Revolving Credit Primary Collateral by the respective Grantors after a Revolving Credit Default) (other than in connection with the exercise of any of the US Revolving Credit Collateral Agent’s rights and remedies in respect of the Revolving Credit Primary Collateral as provided for in Sections 3.1), the US Revolving Credit Collateral Agent, for itself and/or on behalf of any of the Revolving Credit Claimholders, releases any of its Liens on any part of the Revolving Credit Primary Collateral, in each case, other than (A) in connection with the Discharge of Revolving Credit Obligations or (B) after the occurrence and during the continuance of a Notes Default if, all of the net proceeds received in connection with such Guaranteeing Subsidiary Disposition are not applied to the Revolving Credit Obligations, then, in each case, the Liens, if any, of the Notes Collateral Agent, for itself and/or for the benefit of the Notes Claimholders, on such Revolving Credit Primary Collateral shall be released automatically, unconditionally and relieved simultaneously released. The Notes Collateral Agent for itself and/or on behalf of its Obligations under its Subsidiary Guarantee any such Notes Claimholders promptly shall execute and this Supplemental Indenturedeliver to the US Revolving Credit Collateral Agent or such Grantor such termination statements, releases and other documents as the US Revolving Credit Collateral Agent or such Grantor may request to effectively confirm such release. Upon delivery The Notes Collateral Agent, for itself and/or on behalf of any such Notes Claimholders, hereby agrees to consent to any request by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect US Revolving Credit Collateral Agent that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and Collateral Agent, for the other Obligations itself and/or on behalf of any Guaranteeing Subsidiary such Notes Claimholders, releases its security interest in connection with a Disposition under the Indenture as provided hereinthis Section 5.1(b). (c) Each Guaranteeing Subsidiary Until the Discharge of Revolving Credit Obligations shall be released occur, the Notes Collateral Agent, for itself and/or on behalf of the Notes Claimholders, hereby irrevocably constitutes and relieved appoints the US Revolving Credit Collateral Agent and any of its obligations under this Supplemental Indenture officers or agents, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in accordance with, the place and subject to, Section 4.18 stead of the IndentureNotes Collateral Agent or such Notes Claimholder, whether in the US Revolving Credit Collateral Agent’s name or, at the option of the US Revolving Credit Collateral Agent, in the Notes Collateral Agent’s or any Notes Claimholder’s own name, from time to time in the US Revolving Credit Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release.

Releases. (a) Concurrently If, at any time any Grantor or any First-Lien Secured Party delivers notice to the Designated Junior-Lien Collateral Agent with respect to any sale of assets specified Shared Collateral (includingincluding for such purpose, if applicable, all in the case of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets equity interests in any Subsidiary, any Shared Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof) that: (i) such specified Shared Collateral has been or is being sold, transferred or otherwise disposed of in connection with a Disposition by the owner of such Guaranteeing SubsidiaryShared Collateral in a transaction permitted under the First-Lien Debt Documents; or (ii) shall the First-Liens thereon have been or are being released in connection with a Subsidiary that is released from its guarantee under the First-Lien Debt Documents; or (iii) the First-Liens thereon have been or are being otherwise released as permitted by the First-Lien Debt Documents or by the Applicable First-Lien Collateral Agent on behalf of the First-Lien Secured Parties (unless, in the case of clause (ii) or (iii) of this Section 5.1(a) such release occurs in connection with, and after giving effect to, a Discharge of First-Lien Obligations, which discharge is not in connection with a foreclosure of, or other exercise of remedies with respect to, Shared Collateral by the First-Lien Secured Parties (such discharge not in connection with any such foreclosure or exercise of remedies or a sale or other disposition generating sufficient proceeds to cause the Discharge of First-Lien Obligations, a “Payment Discharge”)), then the Junior-Lien upon such Shared Collateral will automatically be released from and relieved of its discharged as and when, but only to the extent, such Liens on such Shared Collateral securing First-Lien Obligations under this Supplemental Indenture are released and its Subsidiary Guarantee made pursuant hereto; discharged (provided that in the event case of an Asset Salea Payment Discharge, the Net Proceeds from such sale Liens on any Shared Collateral disposed of in connection with the satisfaction in whole or other disposition are treated in part of First-Lien Obligations shall be automatically released but any proceeds thereof not used for purposes of the Discharge of First-Lien Obligations or otherwise in accordance with the provisions of Junior- Lien Debt Documents shall be subject to Junior-Liens and shall be applied pursuant to Section 4.10 of the Indenture4.1). Upon delivery to the Designated Junior-Lien Collateral Agent of a notice from the Applicable First-Lien Collateral Agent stating that any such release of Liens securing or supporting the First-Lien Obligations has become effective (or shall become effective upon the Designated Junior-Lien Collateral Agent’s release), the Designated Junior-Lien Collateral Agent will promptly, at the Company’s expense, execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms, which instruments, releases and termination statements shall be substantially identical to the comparable instruments, releases and termination statements executed by the Company to the Trustee of an Officers' Certificate to the effect that Applicable First- Lien Collateral Agent in connection with such sale or other disposition was made release (and shall be prepared by the Company or the Guaranteeing Subsidiary, as Applicable First-Lien Collateral Agent). In the case may be, of the sale of capital stock of a Subsidiary or any other transaction resulting in the release of such Subsidiary’s guarantee under the First-Lien Debt Documents in accordance with the provisions Credit Agreement, the guarantee in favor of the Indenture and this Supplemental IndentureJunior-Lien Secured Parties, including without limitationif any, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing made by such Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall will automatically be released and relieved of its Obligations under its Subsidiary Guarantee discharged as and this Supplemental Indenture. Upon delivery by the Company when, but only to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indentureextent, the Trustee shall execute any documents reasonably required in order to evidence the release guarantee by such Subsidiary of such Guaranteeing Subsidiary from its First-Lien Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be is released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenturedischarged.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing SubsidiaryGuarantor), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary Guarantor or all of the Capital Stock of a Guaranteeing SubsidiaryGuarantor, then the Guaranteeing Subsidiary Guarantor (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing SubsidiaryGuarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiaryGuarantor) shall be released from and relieved of its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing SubsidiaryGuarantor, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary Guarantor is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest (including Contingent Interest, if any) and Additional Amounts, if any, on the Notes Securities and for the other obligations of such Guaranteeing Subsidiary Guarantor under the Indenture as provided in this Supplemental Indentureherein. (b) Upon the designation of a Guaranteeing Subsidiary Guarantor as an Unrestricted Excluded Subsidiary in accordance with the terms of the IndentureIndenture and the indentures governing the Outstanding Senior Subordinated Notes as the same are in effect on the date hereof (whether or not those indentures are subsequently amended, waived, modified or terminated or expire and whether or not any of those Securities continue to be outstanding), such Guaranteeing Subsidiary Guarantor shall be released and relieved of its Obligations obligations under its Subsidiary Guarantee the Indenture and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary Guarantor as an Unrestricted Excluded Subsidiary was made by the Company in accordance with the provisions of the IndentureIndenture and the indentures governing the Outstanding Senior Subordinated Notes as the same are in effect on the date hereof (whether or not those indentures are subsequently amended, including without limitation Section 4.07 waived, modified, terminated or expire and whether or not any of the Indenturethose Securities continue to be outstanding), the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary Guarantor from its Obligations obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes Securities and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in In the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such Guaranteeing transaction) the Company or a Restricted Subsidiary) shall , then the corporation acquiring the property will be released from and relieved of its Obligations any obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the Note Guarantee; (b) In the event of an Asset Saleany 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, and such Guarantor ceases to be a Restricted Subsidiary 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 Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 of the Indenturehereof. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 of the Indenturehereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released any Guarantor from its obligations under its Subsidiary Note Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (bc) Upon the designation of any Restricted Subsidiary that is a Guaranteeing Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of the this Indenture, such Guaranteeing Subsidiary shall Guarantor will be released and relieved of its Obligations any obligations under its Subsidiary Guarantee and this Supplemental Indenture. Note Guarantee. (d) Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company Legal Defeasance or Covenant Defeasance in accordance with the provisions Article 8 hereof or satisfaction and discharge of the Indenturethis Indenture in accordance with Article 11 hereof, including without limitation Section 4.07 each Guarantor will be released and relieved of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence obligations under its Note Guarantee. (e) Upon the release of such Guaranteeing Subsidiary from its Obligations the Guarantor’s guarantee under all applicable Triggering Indebtedness, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee. Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of of, premium on, if any, and interest on and Additional Interest, if any, on, the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the this Indenture as provided hereinin this Article 10. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently If, in connection with any sale of assets (including, if applicable, all the exercise of the Controlling Collateral Agent’s remedies in respect of the Shared Collateral provided for in Section 3.1, or, during the continuance any matured “event of default” under the Working Capital Stock Facility Documents, in connection with a Disposition in lieu of a Guaranteeing Subsidiary)foreclosure or other exercise of remedies on any of Shared Collateral by any Obligor at the written direction, or with the approval, of the Controlling Collateral Agent or the Controlling Collateral Agent for itself or on behalf of any of the Controlling Secured Parties, the Controlling Collateral Agent releases any of its Liens on any part of the Shared Collateral, then all Liens, if any, Liens on such Shared Collateral in favor of the Trustee in the assets sold thereby any Secured Party (other than any such Liens on Proceeds, which shall continue notwithstanding such release) shall be automatically, unconditionally and simultaneously released; , provided that in the event Proceeds of an Asset Sale, such Shared Collateral are applied to repay the Net Proceeds from such sale or other disposition are treated Obligations in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture4.1. (b) Upon the designation If in connection with any sale, lease, exchange, transfer or other disposition of any Shared Collateral (collectively, a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with “Disposition”) permitted under the terms of each of the IndentureWorking Capital Facility Documents, the Notes Documents and the Pari Passu Indebtedness Documents (other than in connection with the exercise of the Controlling Collateral Agent’s remedies or any other Enforcement Action in respect of the Shared Collateral provided for in Section 3.1), the Controlling Collateral Agent, for itself or on behalf of any of the Controlling Secured Parties, releases its Liens on any of the Shared Collateral, other than in connection with, or in anticipation of, the Discharge of Working Capital Facility Obligations, then the Existing Notes Liens, the Interim Notes Liens and the Pari Passu Liens on such Guaranteeing Subsidiary Shared Collateral shall be released automatically, unconditionally and relieved of its Obligations under its Subsidiary Guarantee simultaneously released; provided, that the Existing Notes Liens and this Supplemental Indenture. Upon delivery by Interim Notes Liens upon the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on Shared Collateral securing the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall not be released and relieved of its obligations under this Supplemental Indenture in accordance with, and if the Disposition is subject to, to Section 4.18 of the Indenture6.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition (including by way of merger or consolidation) include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest (including Contingent Interest and Additional Interest, if any) on the Notes CODES and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Excluded Subsidiary in accordance with the terms of the IndentureIndenture and the indentures governing the Outstanding Senior Subordinated Notes as the same are in effect on the date of the Indenture (whether or not those indentures are subsequently amended, waived, modified or terminated or expire and whether or not any of those notes continue to be outstanding), such Guaranteeing Subsidiary shall be released and relieved of all of its Obligations obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the IndentureIndenture and the indentures governing , including without limitation Section 4.07 the Outstanding Senior Subordinated Notes as the same are in effect on the date of the IndentureIndenture (whether or not those indentures are subsequently amended, waived, modified or terminated or expire and whether or not any of those notes continue to be outstanding), the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes CODES and for the other Obligations obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary Upon any Guarantor being released from its guarantees of, and all pledges and security interests granted in connection with, Indebtedness of the Company or any of its Subsidiaries (other than a Foreign Subsidiary), such Guarantor shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the IndentureIndenture (it being understood that only such portion of the Net Proceeds as is required to be applied on or before the date of such sale or other disposition in accordance with the terms of the Indenture needs to be applied in accordance therewith at such time). If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the IndentureIndenture (it being understood that only such portion of the Net Proceeds as is required to be applied on or before the date of such sale or other disposition in accordance with the terms of the Indenture needs to be applied in accordance therewith at such time). Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the IndentureIndenture or upon the release of a Guarantor from its Guarantees of, and all pledges and security interests granted in connection with, all other Indebtedness of the Company or any of their Restricted Subsidiaries, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a the Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a the Guaranteeing Subsidiary or all of the Capital Stock of a the Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Supplemental Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the this Supplemental Indenture, also including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary under the Indenture as provided hereinin Article 10. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the IndentureIndenture (it being understood that only such portion of the Net Proceeds as is required to be applied on or before the date of such sale or other disposition in accordance with the terms of the Indenture needs to be applied in accordance therewith at such time). If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the IndentureIndenture (it being understood that only such portion of the Net Proceeds as is required to be applied on or before the date of such sale or other disposition in accordance with the terms of the Indenture needs to be applied in accordance therewith at such time). Upon delivery by the Company to the Trustee of an Officers' ’ Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the IndentureIndenture or upon the release of a Guarantor from its Guarantees of, and all pledges and security interests granted in connection with, all other Indebtedness of the Company or any of their Restricted Subsidiaries, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing SubsidiaryGuarantor), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary Guarantor or all of the Capital Stock of a Guaranteeing SubsidiaryGuarantor, then the Guaranteeing Subsidiary Guarantor (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing SubsidiaryGuarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiaryGuarantor) shall be released from and relieved of its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing SubsidiaryGuarantor, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary Guarantor is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary Guarantor under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary Guarantor as an Unrestricted Excluded Subsidiary in accordance with the terms of the IndentureIndenture and the indentures governing the Outstanding Senior Subordinated Notes as the same are in effect on the date hereof (whether or not those indentures are subsequently amended, waived, modified or terminated or expire and whether or not any of those notes continue to be outstanding), such Guaranteeing Subsidiary Guarantor shall be released and relieved of its Obligations obligations under its Subsidiary Guarantee the Indenture and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary Guarantor as an Unrestricted Excluded Subsidiary was made by the Company in accordance with the provisions of the IndentureIndenture and the indentures governing the Outstanding Senior Subordinated Notes as the same are in effect on the date hereof (whether or not those indentures are subsequently amended, including without limitation Section 4.07 waived, modified, terminated or expired and whether or not any of the Indenturethose notes continue to be outstanding), the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary Guarantor from its Obligations obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition (including by way of merger or consolidation) include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest (including Contingent Interest and Additional Interest, if any) on the Notes CODES and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Excluded Subsidiary in accordance with the terms of the IndentureIndenture and the indentures governing the Outstanding Senior Subordinated Notes as the same are in effect on the date of the Indenture (whether or not those indentures are subsequently amended, waived, modified or terminated or expire and whether or not any of those notes continue to be outstanding), such Guaranteeing Subsidiary shall be released and relieved of all of its Obligations obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the IndentureIndenture and the indentures governing , including without limitation Section 4.07 the Outstanding Senior Subordinated Notes as the same are in effect on the date of the IndentureIndenture (whether or not those indentures are subsequently amended, waived, modified or terminated or expire and whether or not any of those notes continue to be outstanding), the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes CODES and for the other Obligations obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary Upon any Guarantor being released from its guarantees of, and all pledges and security interests granted in connection with, Indebtedness of the Company or any of its Subsidiaries (other than a Foreign Subsidiary), such Guarantor shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently If, in connection with any sale of assets (including, if applicable, all the exercise of the Controlling Collateral Agent’s remedies in respect of the Shared Collateral provided for in Section 3.1, or, during the continuance any matured “event of default” under the Working Capital Stock Facility Documents, in connection with a Disposition in lieu of a Guaranteeing Subsidiary)foreclosure or other exercise of remedies on any of Shared Collateral by any Obligor at the written direction, or with the approval, of the Controlling Collateral Agent or the Controlling Collateral Agent for itself or on behalf of any of the Controlling Secured Parties, the Controlling Collateral Agent releases any of its Liens on any part of the Shared Collateral, then all Liens, if any, Liens on such Shared Collateral in favor of the Trustee in the assets sold thereby any Secured Party (other than any such Liens on Proceeds, which shall continue notwithstanding such release) shall be automatically, unconditionally and simultaneously released; , provided that in the event Proceeds of an Asset Sale, such Shared Collateral are applied to repay the Net Proceeds from such sale or other disposition are treated Obligations in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture4.1. (b) Upon the designation If in connection with any sale, lease, exchange, transfer or other disposition of any Shared Collateral (collectively, a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with “Disposition”) permitted under the terms of each of the IndentureWorking Capital Facility Documents, the Notes Documents and the Pari Passu Indebtedness Documents (other than in connection with the exercise of the Controlling Collateral Agent’s remedies or any other Enforcement Action in respect of the Shared Collateral provided for in Section 3.1), the Controlling Collateral Agent, for itself or on behalf of any of the Controlling Secured Parties, releases its Liens on any of the Shared Collateral, other than in connection with, or in anticipation of, the Discharge of Working Capital Facility Obligations, then the Existing Notes Liens, the Interim Notes Liens and the Pari Passu Liens on such Guaranteeing Subsidiary Shared Collateral shall be released automatically, unconditionally and relieved of its Obligations under its Subsidiary Guarantee simultaneously released; provided, that the Existing Notes Liens and this Supplemental Indenture. Upon delivery by Interim Notes Liens upon the Company to Shared Collateral securing the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.Notes

Releases. (a) Concurrently The Subsidiary Guarantee of a Guarantor of a Series of Notes shall be released automatically: (1) in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) shall be released from and relieved the Company or a Subsidiary of its Obligations under this Supplemental Indenture and its the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary Guarantee made pursuant hereto; provided that in of the event of an Asset SaleCompany, the Net Proceeds from if following such sale or other disposition are treated in accordance with the provisions of Section 4.10 disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of such Series of Notes as provided in Sections 8.01, 8.02, 8.03, 8.04 and 11.01 hereof; (4) upon the dissolution of a Guarantor that is permitted under this Supplemental Indenture. ; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of at least a majority in aggregate principal amount of the applicable Series of Notes then outstanding; (B) if the Company has Indebtedness outstanding under the Credit Agreement at that time, upon the consent of the requisite lenders under the Credit Agreement to the release of such Guarantor’s Guarantee of all Obligations under the Credit Agreement, or, if there is no Indebtedness of the Company outstanding under the Credit Agreement at that time, upon the requisite consent of the holders of all other Indebtedness for borrowed money of the Company that is guaranteed by such Guarantor at that time outstanding to the release of such Guarantor’s Guarantee of all Obligations with respect to all other Indebtedness for borrowed money that is guaranteed by such Guarantor at that time outstanding; or (C) if the Company has Indebtedness outstanding under the Credit Agreement at that time, upon the release of such Guarantor’s Guarantee of all Obligations of the Company under the Credit Agreement, or, if there is no Indebtedness of the Company outstanding under the Credit Agreement at that time, upon the release of such Guarantor’s Guarantee of all Obligations with respect to all other Indebtedness for borrowed money of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Articles 8 and 11 hereof. (c) 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 the action or other disposition event giving rise to the applicable release has occurred or was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, Indenture the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary any Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of of, premium, if any, and interest on on, the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under the Indenture as provided in this Supplemental IndentureArticle 10. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. The Guarantee of any Guarantor, and the Collateral Trustee’s Lien on the Collateral of such Guarantor, will be automatically released: (a) Concurrently in connection with any sale Disposition of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary Guarantor (including by way of merger or all consolidation) to such Person that is not the Company or a Guarantor if the Disposition does not violate Section 4.10 and the other provisions of this Indenture; (b) upon the Capital Stock liquidation or dissolution of a Guaranteeing Subsidiary, then such Guarantor following the Guaranteeing Subsidiary (in the event of a sale or other disposition transfer of all of its assets to the Capital Stock Company or another Guarantor as permitted hereunder. If the Guarantee of such Guaranteeing Subsidiary) any Guarantor or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved a Guarantor or the Capital Stock of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that any Guarantor are sold or disposed of in the event of an Asset Salemanner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Net Proceeds from such sale or other disposition are treated in accordance with Company shall deliver to the provisions of Section 4.10 Trustee and Collateral Trustee an Officers’ Certificate stating and certifying the identity of the released Guarantor (any/or the applicable Collateral), the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company to the Trustee and Collateral Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, Collateral) in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall and Collateral Trustee, as applicable, will execute any documents reasonably required requested that are necessary or advisable in order to evidence the release of the Guaranteeing Subsidiary such Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoand/or the applicable Note Security Documents. If the Guaranteeing Subsidiary is Any Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of such Guaranteeing Subsidiary any Guarantor under the this Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence Article 13 notwithstanding the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the any other Obligations of any Guaranteeing Subsidiary under the Indenture as provided hereinGuarantor. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations Obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations Obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. Each Guarantee by a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under its Guarantee upon: (a) Concurrently with any sale sale, exchange or transfer (by merger, amalgamation, consolidation or otherwise) of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of i) the Capital Stock of such Guaranteeing SubsidiarySubsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (ii) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under Subsidiary Guarantor, in each case if such sale, exchange or transfer is made in compliance with this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the applicable provisions of Section 4.10 of the this Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.; (b) Upon the release or discharge by such Subsidiary Guarantor of Indebtedness under (i) the Senior Credit Facilities, except a discharge or release in connection with the repayment in full and termination of commitments under the Senior Credit Facilities without being replaced with another Senior Credit Facility or (ii) in the case of a Guarantee made by a Subsidiary Guarantor (each, an “Other Guarantee”) as a result of its guarantee of Additional First Lien Obligations, Junior Lien Obligations, or capital markets debt securities of the Company or a Guarantor pursuant to Section 4.17 hereof, the relevant Additional First Lien Obligations, Junior Lien Obligations, or capital markets debt securities, except, in the case of clause (i) or (ii), a discharge or release by or as a result of payment by such Subsidiary Guarantor under the Indebtedness specified in such clause (i) or (ii) (it being understood that a release subject to a contingent reinstatement is still a release, and if any such Indebtedness of such Subsidiary Guarantor under the Senior Credit Facilities or any Other Guarantee is so reinstated, such Guarantee shall also be reinstated); (c) the designation of any Restricted Subsidiary that is a Guaranteeing Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (d) the Indenture, such Guaranteeing Subsidiary shall be released and relieved exercise by the Company of its Obligations legal defeasance option or covenant defeasance option as described under its Subsidiary Guarantee Article 8 hereof or the satisfaction and discharge of the Company’s obligations under this Supplemental Indenture. Upon Indenture in accordance with Article 12 hereof; and (2) delivery by the Company to the Trustee of an Officers' Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with. The Guarantee by Holdings will be automatically and unconditionally released and discharged upon (1) the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made exercise by the Company of its legal defeasance option or covenant defeasance option as described under Article 8 hereof or the satisfaction and discharge of the Company’s obligations under this Indenture in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, Article 12 hereof and (2) Holdings delivering to the Trustee shall execute any documents reasonably required an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in order this Indenture relating to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guaranteetransaction have been complied with. Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Guarantee shall as provided in this Section 11.05 will remain liable for the full amount of principal of of, premium on, if any, and interest on interest, if any, on, the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the this Indenture as provided hereinin this Article 11. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with If, at any sale of assets time any Pledgor or any First Lien Obligations Secured Party delivers notice to the Applicable Second Lien Agent or the relevant Second Lien Obligations Representatives that any specified Common Collateral (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include including all or substantially all of the assets equity interests of a Guaranteeing Subsidiary Pledgor or all any of its subsidiaries, which shall include for such purpose, in the case of the Capital Stock sale of equity interests in any such subsidiary) held by such subsidiary (or any direct or indirect subsidiary thereof) is Disposed of (other than to another Pledgor), (i) by the owner of such Common Collateral in a transaction not prohibited under the First Lien Credit Facility, any applicable Other First Lien Obligations Documents, the Second Lien Credit Agreement and any applicable Other Second Lien Obligations Documents; or (ii) during the existence of any Event of Default under (and as defined in) the First Lien Credit Facility or any applicable Other First Lien Obligations Documents in connection with any enforcement action, exercise of rights or remedies or to the extent that the Applicable First Lien Agent has consented to such Disposition; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens securing the Second Lien Obligations upon such Common Collateral will automatically be released and discharged as and upon, but only to the extent, such Liens on such Common Collateral securing the First Lien Obligations are released and discharged. Upon delivery to the Applicable Second Lien Agent and each Second Lien Obligations Representative (if different from the Applicable Second Lien Agent) of a Guaranteeing Subsidiarynotice from the Applicable First Lien Agent, then the Guaranteeing Subsidiary relevant First Lien Obligations Representatives or the Company, which notice states that any release of Liens securing or supporting any First Lien Obligations has become effective (or shall become effective upon the release by the Applicable Second Lien Agent or other relevant Second Lien Obligations Secured Parties), whether in the event of connection with a sale of such assets by the relevant Pledgor pursuant to the preceding clauses or otherwise, the Applicable Second Lien Agent or such other Second Lien Obligations Secured Parties, as the case may be, shall promptly execute and deliver such instruments, releases, termination statements or other disposition documents or instruments confirming such release on customary terms or otherwise reasonably satisfactory to the Applicable First Lien Agent and the Company, it being understood that all reasonable and documented out-of-pocket expenses incurred by any Second Lien Obligations Secured Parties (and their respective representatives) in connection with the execution and delivery of all such release documents or instruments shall be borne by the Pledgors. In the case of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition Disposition of all or substantially all of the assets capital stock of a Pledgor or any of its subsidiaries, the guarantee in favor of the Second Lien Obligations Secured Parties, if any, made by such Guaranteeing Subsidiary) shall Pledgor or such subsidiary will automatically be released from and relieved of its Obligations under this Supplemental Indenture discharged as and its Subsidiary Guarantee made pursuant hereto; provided that in upon, but only to the event of an Asset Saleextent, the Net Proceeds from guarantee by such sale Pledgor or other disposition are treated in accordance with the provisions of Section 4.10 such subsidiary of the Indenture. Upon delivery First Lien Obligations is released and discharged if (A) such Disposition is not prohibited by the Company terms of the First Lien Obligations Documents and the Second Lien Obligations Documents or (B) such Disposition is made during the existence of any Event of Default under (and as defined in) the First Lien Credit Facility or any applicable Other First Lien Obligations Documents in connection with any enforcement action, exercise of rights or remedies or to the Trustee of an Officers' Certificate extent that the Applicable First Lien Agent has consented to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental IndentureDisposition. (b) Upon Each of the designation Applicable Second Lien Agent and each Second Lien Obligations Representative for itself and on behalf of a Guaranteeing Subsidiary the applicable Second Lien Obligations Secured Parties hereby irrevocably constitutes and appoints (which appointment is coupled with an interest) the Company, the Applicable First Lien Agent and any officer or agent of the Company or the Applicable First Lien Agent, with full power of substitution, as an Unrestricted Subsidiary its true and lawful attorney-in-fact with full irrevocable power and authority in accordance with the place and stead of the Applicable Second Lien Agent or such Second Lien Obligations Representative, or in the Company’s or the Applicable First Lien Agent’s own name, from time to time in the Company’s or such First Lien Obligations Representative’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the Indenture, such Guaranteeing Subsidiary shall be released and relieved purposes of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the IndentureSection 5.1, including without limitation Section 4.07 any termination statements, endorsements or other instruments of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided hereintransfer or release. (c) Each Guaranteeing Subsidiary Unless and until the Discharge of First Lien Obligations has occurred, each of the Applicable Second Lien Agent and each Second Lien Obligations Representative, for itself and on behalf of the applicable Second Lien Obligations Secured Parties, hereby consents to the application, whether prior to or after a default, of proceeds of Common Collateral or other collateral to the repayment of First Lien Obligations pursuant to the applicable First Lien Obligations Documents; provided, that nothing in this Section 5.1(c) shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 construed to prevent or impair the rights of the IndentureSecond Lien Obligations Representatives or the other Second Lien Obligations Secured Parties to receive proceeds in connection with the Second Lien Obligations not otherwise in contravention of this Agreement.

Releases. (a) Concurrently with The Guarantee of any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby Subsidiary shall be released; provided that in the event of an Asset Saleautomatically and unconditionally released and discharged, the Net Proceeds from and no further action by such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Issuer or the Trustee is required for the release of such Guaranteeing Subsidiary Subsidiary’s Guarantee, upon: (in the event i) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of a sale or other disposition of all of (x) the Capital Stock of such Guaranteeing Subsidiary, after which the applicable Guaranteeing Subsidiary is no longer a Restricted Subsidiary, (y) all the assets of such Guarantor or (z) if such Guarantor is not at such time a guarantor of the Person acquiring the property (in the event of a sale or other disposition of Senior Secured Credit Facilities, all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee , in each case if such sale, exchange, disposition or transfer is made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance compliance with the applicable provisions of Section 4.10 this Indenture; (ii) the release or discharge of the Indenture. Upon delivery guarantee by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary of Indebtedness under the Indenture Senior Secured Credit Facilities, or such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as provided a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the extent that such Guaranteeing Subsidiary would then be required to provide a Guarantee pursuant to Section 4.15 in this Supplemental the Indenture.); (biii) Upon the designation of any Restricted Subsidiary that is a Guaranteeing Subsidiary as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indenture; or (iv) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of the Indenture, ; and (b) such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company delivering to the Trustee of an Officers' Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided hereintransaction have been complied with. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock Equity Interests of a Guaranteeing Subsidiaryany Subsidiary Guarantor), all Liens, if any, any Liens in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture4.07 hereof. If the assets sold in such sale or The Guarantee and all other disposition include all or substantially all of the assets obligations under this Indenture of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary Guarantor will be released: (i) in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a connection with any sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in , if the event of an Asset Sale, Company applies the Net Proceeds from such of that sale or other disposition are treated in accordance with the provisions Section 4.07 hereof; or (ii) in connection with any sale or other disposition of Section 4.10 all of the Equity Interests of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the Company applies the Net Proceeds of that sale in accordance with Section 4.07 hereof; (iii) in connection with the release or discharge of the Guarantee that resulted in the creation of such Guarantee pursuant to Section 4.13 hereof or a release or discharge of all guarantees by such Subsidiary Guarantor of other Indebtedness, except a release or discharge by or as a result of payment under such Guarantee; or (iv) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with this Indenture; (v) at such time as such Subsidiary Guarantor ceases to guarantee any other Indebtedness of the Company or any other Subsidiary of the Company; or (vi) upon Legal Defeasance or Covenant Defeasance pursuant to Article 8 hereof or upon satisfaction and discharge of this Indenture pursuant to Article 11 hereof, provided that it is then no longer an obligor with respect to any Indebtedness under any Credit Facility. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 4.07 hereof or such Guarantee is to be released pursuant to the provisions of the Indentureimmediately preceding sentence, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing any Subsidiary Guarantor from all of its Obligations obligations under its Guarantee and this Supplemental Indenture and its Indenture. Any Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 10. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently If in connection with any sale of assets (including, if applicable, all the exercise of the Capital Stock First Lien Collateral Agent’s remedies in respect of a Guaranteeing Subsidiary)the Collateral, all the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral or releases any Guarantor from its obligations under its guaranty of the First Lien Obligations, then the Liens, if any, in favor of the Trustee in Subordinated Collateral Trustee, for itself or for the assets sold thereby benefit of the Subordinated Lien Claimholders, on such Collateral, and the obligations of such Guarantor under its guaranty of the Subordinated Lien Obligations, shall be automatically, unconditionally and simultaneously released; provided that . The Subordinated Collateral Trustee, for itself or on behalf of any such Subordinated Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or such Guarantor may request to effectively confirm such release. (b) If in the event of an Asset Saleconnection with any sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiarylease, then the Guaranteeing Subsidiary (in the event of a sale exchange, transfer or other disposition of all any Collateral by any Grantor (collectively, a “Disposition”) permitted under the terms of the Capital Stock First Lien Documents and not expressly prohibited under the terms of the Subordinated Lien Documents (other than in connection with the exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral which shall be governed by Section 5.1(a) above), the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral, or releases any Guarantor from its obligations under its guaranty of the First Lien Obligations, in each case other than (A) in connection with the Discharge of First Lien Obligations and (B) after the occurrence and during the continuance of any “Event of Default” under a Subordinated Lien Document, then the Liens, if any, of the Subordinated Collateral Trustee, for itself or for the benefit of the Subordinated Lien Claimholders, on such Collateral, and the obligations of such Guaranteeing SubsidiaryGuarantor under its guaranty of the Subordinated Lien Obligations, shall be automatically, unconditionally and simultaneously released. The Subordinated Collateral Trustee, for itself or on behalf of any such Subordinated Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Guarantor such termination statements, releases and other documents as the First Lien Collateral Agent or such Guarantor may request to effectively confirm such release. (c) Until the Discharge of First Lien Obligations occurs, the Subordinated Collateral Trustee, for itself and on behalf of the Subordinated Lien Claimholders, hereby irrevocably constitutes and appoints the First Lien Collateral Agent and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Subordinated Collateral Trustee or such holder or in the First Lien Collateral Agent’s own name, from time to time in the First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other instruments of transfer or release. (d) Until the Discharge of First Lien Obligations occurs, to the extent that the First Lien Collateral Agent or the Person acquiring First Lien Claimholders (i) have released any Lien on Collateral or any Guarantor from its obligation under its guaranty and any such Liens or guaranty are later reinstated or (ii) obtain any new liens or additional guarantees from any Guarantor, then the property (in Subordinated Collateral Trustee, for itself and for the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) Subordinated Lien Claimholders, shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in granted a Lien on any such Collateral, subject to the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the lien subordination provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of this Agreement, and an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiaryadditional guaranty, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in In the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such Guaranteeing transaction) the Company or a Restricted Subsidiary) shall , then the corporation acquiring the property will be released from and relieved of its Obligations any obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the Note Guarantee; (b) In the event of an Asset Saleany 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, and such Guarantor ceases to be a Restricted Subsidiary 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 Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 of the Indenturehereof. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 of the Indenturehereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released any Guarantor from its obligations under its Subsidiary Note Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (bc) Upon the designation of any Restricted Subsidiary that is a Guaranteeing Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of the this Indenture, such Guaranteeing Subsidiary shall Guarantor will be released and relieved of its Obligations any obligations under its Subsidiary Guarantee and this Supplemental Indenture. Note Guarantee. (d) Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company Legal Defeasance or Covenant Defeasance in accordance with the provisions Article 8 hereof or satisfaction and discharge of the Indenturethis Indenture in accordance with Article 11 hereof, including without limitation Section 4.07 each Guarantor will be released and relieved of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence obligations under its Note Guarantee. (e) Upon the release of such Guaranteeing Subsidiary from its Obligations the Guarantor’s guarantee under all applicable Triggering Indebtedness, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee. Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of of, premium on, if any, and interest on on, the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the this Indenture as provided hereinin this Article 10. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. A Secured Note Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged without the consent of Holders of Secured Notes and each Subsidiary Guarantor and its obligations under the Secured Notes Guarantee will be released and discharged upon: (a1) Concurrently with any sale the sale, exchange, disposition or other transfer (including through merger, consolidation, amalgamation, Division or dissolution) of assets (including, if applicable, all of x) the Capital Stock of such Subsidiary Guarantor to a Guaranteeing Subsidiary), all LiensPerson that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary of the Issuer, if anyafter such transaction the Subsidiary Guarantor is no longer a Restricted Subsidiary, in favor of the Trustee in or (y) all or substantially all the assets sold thereby shall be released; provided that in the event of an Asset Salesuch Subsidiary Guarantor if such sale, the Net Proceeds from such sale exchange, disposition or other disposition are treated transfer (including through merger, consolidation, amalgamation, Division or dissolution) is made in compliance with this Secured Indenture; (2) the Issuer designating such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.10 4.07 hereof and the definition of “Unrestricted Subsidiary;” (3) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Secured Notes pursuant to Section 4.16 hereof, the release or discharge of the Indenture. If the assets sold in Guarantee by such sale or other disposition include all or substantially all Subsidiary Guarantor of Indebtedness of the assets of a Guaranteeing Issuer or any Restricted Subsidiary or all the repayment of the Capital Stock of a Guaranteeing SubsidiaryIndebtedness or Disqualified Stock, then the Guaranteeing Subsidiary (in each case, that resulted in the event obligation to guarantee the Secured Notes, except by reason of payment under or the termination or repayment of such Indebtedness or if a sale release or discharge is by or as a result of payment in connection with the enforcement of remedies under such other disposition Guarantee or direct obligation; (4) the Issuer’s exercise of its Legal Defeasance option or Covenant Defeasance option pursuant to Article 8 hereof, or if the Issuer’s Obligations under this Secured Indenture are discharged (including pursuant to a satisfaction and discharge of this Secured Indenture or through redemption or repurchase of all of the Capital Stock of such Guaranteeing SubsidiarySecured Notes or otherwise) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this Secured Indenture; (5) the Indenturerelease or discharge of the Guarantee by, or direct obligation of, such Guaranteeing Subsidiary shall be released and relieved Guarantor of its the Obligations under its the New Cash Flow Credit Agreement, except by reason of payment under or the termination or repayment of the New Cash Flow Credit Agreement or if such release or discharge is by or as a result of payment in connection with the enforcement of remedies under such Guarantee or direct obligation; (6) such Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by Guarantor becoming an Excluded Subsidiary; (7) such Subsidiary Guarantor ceasing to be a Wholly Owned Subsidiary of the Company to the Trustee Issuer, including as a result of an Officers' Certificate and an Opinion any foreclosure of Counsel to the effect that such designation any pledge or security interest securing Indebtedness or any exercise of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company remedies in respect thereof in accordance with the provisions Intercreditor Agreements, as applicable; provided that such Subsidiary Guarantor shall only be released if such Subsidiary became a non-Wholly Owned Subsidiary pursuant to a transaction where such Subsidiary becomes a bona fide joint venture where the other Person taking an equity interest in such Subsidiary is not an Affiliate of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release Parent (other than as a result of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein.joint venture); (c) Each Guaranteeing Subsidiary shall be 8) the Secured Note Guarantees are unconditionally released and relieved discharged pursuant to Section 4.19 hereof; or (9) such Guarantor is released pursuant to clause (8) of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture9.02.

Releases. (a) Concurrently with In the event that any sale Subsidiary Guarantor ceases to provide a Guarantee or be a direct obligor of assets obligations outstanding under the Credit Agreement, such Subsidiary Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in b) In the event of an Asset Sale, the Net Proceeds from such any sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a Guaranteeing Subsidiary sale or all other disposition of the Capital Stock of any Subsidiary Guarantor, in each case to a Guaranteeing SubsidiaryPerson that is not (either before or after giving effect to such transactions) Parent or a Restricted Subsidiary of Parent, then the Guaranteeing such Subsidiary Guarantor (in the event of a sale or other disposition disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock of such Guaranteeing SubsidiarySubsidiary Guarantor) or the Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiarySubsidiary Guarantor) shall will be automatically released from and relieved of any obligations under its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoNote Guarantee; provided that in the event of an Asset Sale, the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 of the Indenturehereof. Upon delivery by the Company Parent to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, Parent in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 of the Indenturehereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guaranteeing any Subsidiary Guarantor from its Obligations obligations under its Note Guarantee. (c) Upon designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Supplemental Indenture, such Subsidiary 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 its Note Guarantee. Any Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest (including Special Interest, if any) and premium, if any, on the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 10. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently The Note Guarantee of a Guarantor and the Orion Limited Guaranty shall be released automatically and all security interests granted by that Guarantor or granted in such Guarantor's Capital Stock to the Collateral Trustee shall be released with respect to the Note Obligations: (1) in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the assets or Capital Stock of that Guarantor or Orion Power Holdings, Inc. (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) the Company or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all Restricted Subsidiary of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset SaleCompany, if the Net Proceeds from such of the sale or other disposition are treated applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 4.10 hereof, and the Collateral Trust Agreement without limiting any other rights of the Company hereunder; (2) if the Company designates Orion Power Holdings, Inc. or any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture. ; (3) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture pursuant to Article 13 hereof; (4) upon a dissolution of that Guarantor or Orion Power Holdings, Inc. that is permitted under Section 4.14 hereof; or (5) upon written request of the Company, if that Guarantor or Orion Power Holdings, Inc. has been or will be concurrently released from its guarantee of all other Indebtedness of the Company; provided that all Liens on the Excluded Securities issued by such Guarantor or Orion Power Holdings, Inc. securing any such Indebtedness have been or are concurrently released. (b) Upon delivery by the Company to the Trustee of an Officers' Officer's Certificate and an Opinion of Counsel to the effect that such sale the action or other disposition event giving rise to the applicable release has occurred or was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the this Indenture and this Supplemental Indenturethe Collateral Trust Agreement, including without limitation, Section 4.10 of the Indentureas applicable, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary any Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Note Guarantee made pursuant hereto. If or Orion Power Holdings, Inc. from its obligations under the Guaranteeing Subsidiary is Orion Limited Guaranty, as applicable; (c) Any Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Note Guarantee will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 12. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently The Company shall have the right to optionally prepay Revolving Loans in whole at any time and in part at any time so long as no Default, Early Amortization Event or Event of Default has occurred and is continuing or will result therefrom. In connection with any sale of assets (including, if applicable, all of the Capital Stock of such prepayment or a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Permitted Asset Sale, the Net Proceeds from such sale Company may request a Release in connection therewith (i) at any time but only in connection with a Whole Loan Sale, Securitization Transaction or a Permitted Asset Sale described in clauses (a) and (b) of the definition thereof or (ii) with respect to any other disposition are treated Permitted Asset Sale, only after the occurrence of the first anniversary of the Closing Date, in each case subject to the terms of this Section 2.6. The Company may request a Release described in clause (i) or (ii) above on any Business Day (a “Release Date”) by delivering to the Administrative Agent and the Collateral Agent by not later than 3:00 p.m. New York City time at least two (2) Business Days prior to the requested Release Date, written notice substantially in the form of Exhibit I (a “Release Notice”) (which Release Notice the Administrative Agent shall promptly make available to the Lenders in accordance with its customary practice). In connection with (A) any prepayment made on or after the provisions of Section 4.10 first anniversary of the Indenture. If the assets sold Closing Date, or (B) any Release described in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary clause (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiaryi) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiaryii) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee above made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this Section 2.6, the IndentureCompany may elect to reduce the Revolving Commitments, pro rata based on each Lender’s Pro Rata Share (each such Guaranteeing Subsidiary election, a “Commitment Reduction” and each such amount, a “Commitment Reduction Amount”) and such Commitment Reduction shall be released effective upon the date of such prepayment or the related Release on the Release Date, as applicable. Each Release Notice shall be irrevocable and relieved effective upon receipt; provided further that if such Release Notice is delivered more than two Business Days prior to the requested Release Date, it shall be revocable, without penalty, through the close of its Obligations under its Subsidiary Guarantee and this Supplemental Indenturebusiness on the Business Day preceding such second prior Business Day. Upon delivery by By not later than 3:00 p.m. New York City time at least one Business Day prior to the requested Release Date, the Company shall deliver to the Trustee Administrative Agent and the Collateral Agent, a written notice substantially in the form of an Officers' Certificate and an Opinion of Counsel Exhibit J (a “Release Letter”) (which document the Administrative Agent shall promptly make available to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company Lenders in accordance with its customary practice), confirming the provisions Release Date and setting forth certain information related to the distribution of the Indenturefunds on such Release Date and, including without limitation Section 4.07 of the Indentureif applicable, the Trustee shall execute Release of certain Receivables. Company will select no more than a pro rata share (by Outstanding Principal Balance) of Delinquent Receivables for any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided hereinRelease. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. The Note Guarantee or the obligations under Section 10.04 hereof of a Guarantor that is a Restricted Subsidiary will be released: (a) Concurrently in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved that Subsidiary Guarantor (including by way of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in merger, amalgamation, arrangement, winding-up, consolidation or liquidation), if the event of an Asset Sale, Company applies the Net Proceeds from such of that sale or other disposition are treated in accordance with Section 4.07 hereof to the provisions extent required thereby; (b) in connection with any sale, transfer or other disposition of Section 4.10 all of the IndentureCapital Stock of a Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary, if the Company applies the Net Proceeds thereof in accordance with Section 4.07 hereof to the extent required thereby; (c) so long as no Event of Default has occurred and is continuing, if such Subsidiary Guarantor would constitute an Excluded Subsidiary under clause (c) or (d) of the definition of “Excluded Subsidiary,” upon the delivery of an Officers’ Certificate to the Trustee certifying that such Subsidiary Guarantor is an Excluded Subsidiary under such clause; or (d) upon a Legal Defeasance or Covenant Defeasance or upon satisfaction and a discharge of this Indenture in accordance with Article 11. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 of the Indenture4.07 hereof, the Trustee shall at the written request of the Company execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary any Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoNote Guarantees. If the Guaranteeing Subsidiary is Any Guarantor not released from its obligations under its Subsidiary Guarantee, it Note Guarantee shall remain liable for the full amount of principal of of, premium and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 10. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing SubsidiaryGuarantor), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the this Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary Guarantor or all of the Capital Stock of a Guaranteeing SubsidiaryGuarantor, then the Guaranteeing Subsidiary Guarantor (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing SubsidiaryGuarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiaryGuarantor) shall be released from and relieved of its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 77 of the this Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing SubsidiaryGuarantor, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including including, without limitation, Section 4.10 of the this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary Guarantor is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest and Additional Amounts, if any, on the Notes and for the other obligations of such Guaranteeing Subsidiary Guarantor under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary Guarantors as an Unrestricted Subsidiary in accordance with the terms of the this Indenture, such Guaranteeing Subsidiary Guarantor shall be released and relieved of its Obligations obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary Guarantor as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the this Indenture, including without limitation Section 4.07 of the Indenturehereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary Guarantor from its Obligations obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the this Indenture as provided hereinin this Article 10. (c) Each Guaranteeing Subsidiary Guarantor shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenturehereof.

Releases. A Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged upon: (a) Concurrently with any sale of assets (includingsale, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale transfer or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiarySubsidiary Guarantor (including by way of merger or consolidation) shall be released from and relieved to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset SaleCompany, if the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of does not violate Section 4.10 of the this Indenture. Upon delivery ; (b) any sale, transfer or other disposition of Capital Stock of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if after such sale, transfer or disposition, the Subsidiary Guarantor would cease to be a Restricted Subsidiary and the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made does not violate Section 4.10 of this Indenture; (c) the exercise by the Company of its Legal Defeasance option or its Covenant Defeasance option or the Guaranteeing Subsidiary, as the case may besatisfaction and discharge of this Indenture, in accordance with each case as provided under Article VIII; (d) the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations proper designation of such Guaranteeing Subsidiary under Guarantor by the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary Company as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (e) the IndentureSubsidiary Guarantor ceasing to guarantee any Debt of the Company or a Subsidiary Guarantor under, such Guaranteeing Subsidiary shall or be released a borrower under, the Revolving Credit Facility and relieved no Event of its Obligations under its Subsidiary Guarantee Default has occurred and this Supplemental Indentureis continuing. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such designation all conditions precedent to the release of such Guaranteeing a Subsidiary as an Unrestricted Guarantor’s Subsidiary was made by the Company Guarantee set forth in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenturethis Indenture have been satisfied, the Trustee shall execute any documents reasonably required requested by the Company in writing in order to evidence the release of such Guaranteeing any Subsidiary Guarantor from its Obligations obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the this Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under in this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.Article X.

Releases. (a) Concurrently Any Guarantor shall be released and relieved of any obligations under its Note Guarantee, (i) in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) or a Restricted Subsidiary of the Person acquiring Company, if the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved Capital Stock of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance Guarantor complies with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, including the Trustee shall execute any documents reasonably required in order to evidence the release application of the Guaranteeing Net Proceeds therefrom; (ii) in connection with the merger or consolidation of AHS Albuquerque Regional Medical Center, LLC, AHS West Mesa Hospital, LLC, AHS Albuquerque Rehabilitation Hospital, LLC, AHS Northeast Heights Hospital, LLC, AHS Albuquerque Physician Group, LLC and Mesilla Valley Hospital with, or into, ▇▇▇▇▇▇▇▇ Health Systems, Inc., if (A) the surviving Person is an HMO Subsidiary and is prohibited from its Obligations providing a full and unconditional Guarantee of the Notes; (B) no such Subsidiary Guarantor has outstanding at the time of such consolidation or merger any indebtedness other than Indebtedness that it would otherwise be permitted to incur at such time as a Restricted Subsidiary that is not a Subsidiary Guarantor under this Supplemental Indenture Section 4.08 of the Indenture; and its (C) the Company complies with Section 4.12 of the Indenture; or (iii) if the Company designated such Subsidiary Guarantee made pursuant hereto. If Guarantor as an Unrestricted Subsidiary in accordance with the Guaranteeing Subsidiary is Indenture. (b) Any Guarantor not released from its obligations under its Subsidiary Guarantee, it Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 Article 10 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in In the event of an Asset Sale, the Net Proceeds from such any sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a Guaranteeing Subsidiary sale or other disposition of all of the Capital Stock capital stock of any Guarantor, in each case to a Guaranteeing SubsidiaryPerson that is not (either before or after giving effect to such transaction) a Subsidiary of the Company, then the Guaranteeing Subsidiary such Guarantor (in the event of a sale or other disposition disposition, by way of merger, consolidation or otherwise, of all of the Capital Stock capital stock of such Guaranteeing SubsidiaryGuarantor) or the Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiaryGuarantor) shall will be released from and relieved of any obligations under its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoNote Guarantee; provided PROVIDED that in the event of an Asset Sale, the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of the Indenture, including without limitation Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary sale or other disposition was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 4.10 of the Indenture, the Trustee shall execute any documents reasonably required requested by the Company in order to evidence the release of such Guaranteeing Subsidiary any Guarantor from its Obligations obligations under its Note 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 Note 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 Notes Guarantee. (c) Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 Article 12 of the Indenture.

Releases. A Subsidiary Guarantee of a Subsidiary Guarantor and the security interest in the Collateral owned by such Subsidiary Guarantee shall be automatically and unconditionally released and discharged: (a) Concurrently in connection with any sale of assets (includingsale, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale transfer or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiarySubsidiary Guarantor (including by way of merger or consolidation) shall be released from and relieved to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset SaleCompany, if the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of does not violate Section 4.10 of this Indenture; (b) in connection with any sale, transfer or other disposition of all of the Indenture. Upon delivery Capital Stock of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if after such sale, transfer or disposition, the Subsidiary Guarantor would cease to be a Restricted Subsidiary and the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made does not violate Section 4.10 of this Indenture; (c) upon the exercise by the Company of its Legal Defeasance option or its Covenant Defeasance option or the Guaranteeing Subsidiary, as the case may besatisfaction and discharge of this Indenture, in accordance with each case as provided under Article VIII; (d) upon the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations proper designation of such Guaranteeing Subsidiary under Guarantor by the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary Company as an Unrestricted Subsidiary in accordance with Section 4.16; or (e) upon the terms Subsidiary Guarantor ceasing to guarantee any Debt of the IndentureCompany or a Subsidiary Guarantor under, such Guaranteeing Subsidiary shall or be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery a borrower under, the ABL Credit Facility or any Capital Markets Debt issued by the Company or any other Subsidiary Guarantor in excess of $50.0 million and no Event of Default has occurred and is continuing. To the extent required under the Intercreditor Agreements, upon delivery to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such designation all conditions precedent to the release of such Guaranteeing a Subsidiary as an Unrestricted Guarantor’s Subsidiary was made by the Company Guarantee set forth in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenturethis Indenture have been satisfied, the Trustee shall execute any documents reasonably required requested by the Company in writing in order to evidence the release of such Guaranteeing any Subsidiary Guarantor from its Obligations obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the this Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under in this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.Article X.

Releases. (a) Concurrently The Subsidiary Guarantee of a Guarantor shall be released automatically: (i) in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) shall be released from and relieved the Company or a Subsidiary of its Obligations under this Supplemental Indenture and its the Company; (ii) in connection with any sale or other disposition of capital stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary Guarantee made pursuant hereto; provided that in of the event of an Asset SaleCompany, the Net Proceeds from if following such sale or other disposition are treated in accordance with the provisions of Section 4.10 disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (iii) upon defeasance or satisfaction and discharge of the Notes as provided in Sections 8.01 [Option to Effect Legal Defeasance or Covenant Defeasance], 8.02 [Legal Defeasance and Discharge], 8.03 [Covenant Defeasance], 8.04 [Conditions to Legal or Covenant Defeasance] and 11.01 [Satisfaction and Discharge] hereof; (iv) upon the dissolution of a Guarantor that is permitted under this Indenture. ; or (v) otherwise with respect to the Subsidiary Guarantee of any Guarantor: (1) upon the prior consent of Holders of at least a majority in aggregate principal amount of the Notes then outstanding; or (2) if the Company has indebtedness outstanding under the Credit Facility, upon the release of such Subsidiary Guarantor’s Guarantee of all obligations of the Company under the Credit Facility, or the Credit Facility (or a successor thereto) is amended, refinanced, extended, substituted, replaced or renewed without such Guarantor being a guarantor of the indebtedness thereunder, or if the Credit Facility is otherwise terminated. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture pursuant to Articles 8 [LEGAL DEFEASANCE AND COVENANT DEFEASANCE] and 11 [SATISFACTION AND DISCHARGE] hereof. (c) 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 the action or other disposition event giving rise to the applicable release has occurred or was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary any Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee, it Guarantee as provided in this Section 10.05 [Releases] shall remain liable for the full amount of principal of of, premium, if any, and interest on on, the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 10 [Subsidiary Guarantees]. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with If, at any time any Grantor or the holder of any ABL Priority Claim delivers notice to the Term Loan/Cash Flow Revolver Agent that any specified ABL Facility First Priority Collateral is sold, transferred or otherwise disposed of (including for such purpose, in the case of the sale of assets equity interests in any Subsidiary, any ABL Facility First Priority Collateral held by such Subsidiary or any direct or indirect Subsidiary thereof): (includingi) by the owner of such ABL Facility First Priority Collateral in a transaction permitted under the ABL Credit Agreement, if applicablethe Term Loan/Cash Flow Revolver Agreement and each other ABL Loan Document and Term Loan/Cash Flow Revolver Loan Document; or (ii) during the existence of any Event of Default under (and as defined in) the ABL Credit Agreement to the extent the ABL Agent has consented to such sale, all of transfer or disposition; then (whether or not any Insolvency or Liquidation Proceeding is pending at the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, time) the Liens in favor of the Trustee Term Loan/Cash Flow Revolver Lenders upon such ABL Facility First Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such ABL Facility First Priority Collateral securing ABL Priority Claims are released and discharged. Upon delivery to the Term Loan/Cash Flow Revolver Agent of a notice from the ABL Agent stating that any release of Liens securing or supporting the ABL Priority Claims on any ABL Facility First Priority Collateral has become effective (or shall become effective upon the Term Loan/Cash Flow Revolver Agent’s release), the Term Loan/Cash Flow Revolver Agent will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms at the expense of the Borrower. The Term Loan/Cash Flow Revolver Agent, for itself and on behalf of each Term Loan/Cash Flow Revolver Lender, hereby irrevocably constitutes and appoints the ABL Agent and any officer or agent of the ABL Agent, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the assets sold thereby shall be released; provided that place and stead of the Term Loan/Cash Flow Revolver Agent or such Term Loan/Cash Flow Revolver Lender or in the event ABL Agent’s own name, from time to time in the ABL Agent’s discretion, for the purpose of an Asset Salecarrying out the terms of this Section 5.1(a), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the Net Proceeds from such sale purposes of this Section 5.1(a), including any termination statements, endorsements or other disposition are treated in accordance with instruments of transfer or release. (b) If, at any time any Grantor or the provisions holder of Section 4.10 of any Term Loan/Cash Flow Revolver Priority Claim delivers notice to the Indenture. If the assets sold in such sale or other disposition include ABL Agent that any specified Term/Cash Flow Revolver Facility First Priority Collateral (including all or substantially all of the assets equity interests of a Guaranteeing Grantor or any of its Subsidiaries) (including for such purpose, in the case of the sale of equity interests in any Subsidiary, any Term/Cash Flow Revolver Facility First Priority Collateral held by such Subsidiary or all any direct or indirect Subsidiary thereof) is sold, transferred or otherwise disposed of: (i) by the owner of such Term/Cash Flow Revolver Facility First Priority Collateral in a transaction permitted under the Term Loan/Cash Flow Revolver Agreement, the ABL Credit Agreement and each other Term Loan/Cash Flow Revolver Loan Document and ABL Loan Document; or (ii) during the existence of any Event of Default under (and as defined in) the Term Loan/Cash Flow Revolver Agreement to the extent the Term Loan/Cash Flow Revolver Agent has consented to such sale, transfer or disposition; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Capital Stock ABL Lenders upon such Term/Cash Flow Revolver Facility First Priority Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Term/Cash Flow Revolver Facility First Priority Collateral securing Term Loan/Cash Flow Revolver Priority Claims are released and discharged. Upon delivery to the ABL Agent of a Guaranteeing Subsidiarynotice from the Term Loan/Cash Flow Revolver Agent stating that any release of Liens securing or supporting the Term Loan/Cash Flow Revolver Priority Claims on any Term/Cash Flow Revolver Facility First Priority Collateral has become effective (or shall become effective upon the ABL Agent’s release), then the Guaranteeing Subsidiary (in the event of a sale ABL Agent will promptly execute and deliver such instruments, releases, termination statements or other disposition of all documents confirming such release on customary terms at the expense of the Capital Stock Borrower. In the case of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets capital stock of a Grantor or any of its Subsidiaries, the guarantee in favor of the ABL Lenders, if any, made by such Grantor or Subsidiary will automatically be released and discharged (i) as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of Term Loan/Cash Flow Revolver Claims is released and discharged and (ii) subject to payment of proceeds from the sale of such Guaranteeing Subsidiary) shall be released from capital stock to the ABL Agent to the extent provided in Section 4.5. The ABL Agent, for itself and relieved on behalf of each applicable ABL Lender, hereby irrevocably constitutes and appoints the Term Loan/Cash Flow Revolver Agent and any officer or agent of the Term Loan/Cash Flow Revolver Agent, with full power of substitution, as its Obligations under this Supplemental Indenture true and its Subsidiary Guarantee made pursuant hereto; provided that lawful attorney-in-fact with full irrevocable power and authority in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 place and stead of the Indenture. Upon delivery by ABL Agent or such ABL Lender or in the Company Term Loan/Cash Flow Revolver Agent’s own name, from time to time in the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing SubsidiaryTerm Loan/Cash Flow Revolver Agent’s discretion, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount purpose of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with carrying out the terms of this Section 5.1(b), to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the Indenture, such Guaranteeing Subsidiary shall be released and relieved purposes of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the IndentureSection 5.1(b), including without limitation Section 4.07 any termination statements, endorsements or other instruments of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided hereintransfer or release. (c) Each Guaranteeing Subsidiary Unless and until the Discharge of ABL Priority Claims has occurred, the Term Loan/Cash Flow Revolver Agent, for itself and on behalf of each Term Loan/Cash Flow Revolver Lender, hereby consents to the application, whether prior to or after a default, of proceeds of ABL Facility First Priority Collateral to the repayment of ABL Priority Claims pursuant to the ABL Loan Documents; provided that nothing in this Section 5.1(c) shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 construed to prevent or impair the rights of the IndentureTerm Loan/Cash Flow Revolver Agent or the Term Loan/Cash Flow Revolver Lenders to receive proceeds in connection with the Term Loan/Cash Flow Revolver Claims not otherwise in contravention of this Agreement. (d) Unless and until the Discharge of Term Priority Claims has occurred, the ABL Agent, for itself and on behalf of each ABL Lender, hereby consents to the application, whether prior to or after a default, of proceeds of Term/Cash Flow Revolver Facility First Priority Collateral to the repayment of Term Loan/Cash Flow Revolver Priority Claims pursuant to the Term Loan/Cash Flow Revolver Loan Documents; provided that nothing in this Section 5.1(d) shall be construed to prevent or impair the rights of the ABL Agent or the ABL Lenders to receive proceeds in connection with the ABL Claims not otherwise in contravention of this Agreement.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in In the event of a sale or other disposition of all of the Capital Stock assets of any Senior Subordinated Note Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the capital stock of any Senior Subordinated Note Guarantor, then such Senior Subordinated Note Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guaranteeing SubsidiarySenior Subordinated Note Guarantor) or the Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiarySenior Subordinated Note Guarantor) shall will be released from and relieved of any obligations under its Obligations under this Supplemental Indenture and its Subordinated Subsidiary Guarantee made pursuant heretoGuarantee; provided that in the event of an Asset Sale, the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of the Senior Subordinated Note Indenture, including without limitation Section 4.10 of the Senior Subordinated Note Indenture. Upon delivery by the Company to the Senior Subordinated Note 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 or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Senior Subordinated Note Indenture, including without limitation, limitation Section 4.10 of the Senior Subordinated Note Indenture, the Senior Subordinated Note Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary any Senior Subordinated Note Guarantor from its Obligations obligations under this Supplemental Indenture and its Subordinated Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantee. (b) Any Senior Subordinated Note Guarantor not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subordinated Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Senior Subordinated Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Senior Subordinated Note Guarantor under the Senior Subordinated Note Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 Article 11 of the Senior Subordinated Note Indenture.

Releases. (a) Concurrently If in connection with the exercise of the First Lien Collateral Agent’s remedies in respect of the Collateral provided for in Section 3.1, the First Lien Collateral Agent, for itself or on behalf of any of the First Lien Claimholders, releases any of its Liens on any part of the Collateral or releases any Grantor from its obligations under its guaranty of the First Lien Obligations in connection with the sale of assets (includingthe stock, if applicableor substantially all the assets, all of such Grantor, then the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in Second Lien Collateral Agent, for itself or for the assets sold thereby benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Grantor under its guaranty of the Second Lien Obligations, shall be automatically, unconditionally and simultaneously released; provided that . The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Grantor such termination statements, releases and other documents as the First Lien Collateral Agent or such Grantor may request to effectively confirm such release. (b) If in the event of an Asset Saleconnection with any sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiarylease, then the Guaranteeing Subsidiary (in the event of a sale exchange, transfer or other disposition of all any Collateral (collectively, a “Disposition”) permitted under the terms of both the First Lien Loan Documents and the Second Lien Loan Documents (other than in connection with the exercise of the Capital Stock First Lien Collateral Agent’s remedies in respect of such Guaranteeing Subsidiary) the Collateral provided for in Section 3.1), the First Lien Collateral Agent, for itself or on behalf of any of the Person acquiring First Lien Claimholders, releases any of its Liens on any part of the property (Collateral, or releases any Grantor from its obligations under its guaranty of the First Lien Obligations in connection with the event sale of a sale or other disposition of all the stock, or substantially all the assets, of such Grantor, in each case other than (A) in connection with the Discharge of First Lien Obligations and (B) after the occurrence and during the continuance of any Event of Default under the Second Lien Credit Agreement, then the Liens, if any, of the assets Second Lien Collateral Agent, for itself or for the benefit of the Second Lien Claimholders, on such Collateral, and the obligations of such Guaranteeing Subsidiary) Grantor under its guaranty of the Second Lien Obligations, shall be released from automatically, unconditionally and relieved simultaneously released. The Second Lien Collateral Agent, for itself or on behalf of any such Second Lien Claimholders, promptly shall execute and deliver to the First Lien Collateral Agent or such Grantor such termination statements, releases and other documents as the First Lien Collateral Agent or such Grantor may request to effectively confirm such release. (c) Until the Discharge of First Lien Obligations occurs, the Second Lien Collateral Agent, for itself and on behalf of the Second Lien Claimholders, hereby irrevocably constitutes and appoints the First Lien Collateral Agent and any officer or agent of the First Lien Collateral Agent, with full power of substitution, as its Obligations under this Supplemental Indenture true and its Subsidiary Guarantee made pursuant hereto; provided that lawful attorney-in-fact with full irrevocable power and authority in the event place and stead of an Asset Salethe Second Lien Collateral Agent or such holder or in the First Lien Collateral Agent’s own name, from time to time in the Net Proceeds from such sale First Lien Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 5.1, including any endorsements or other disposition instruments of transfer or release. (d) Until the Discharge of First Lien Obligations occurs, to the extent that the First Lien Collateral Agent or the First Lien Claimholders (i) have released any Lien on Collateral or any Grantor from its obligation under its guaranty and any such Liens or guaranty are treated in accordance with later reinstated or (ii) obtain any new liens or additional guarantees from any Grantor, then the Second Lien Collateral Agent, for itself and for the Second Lien Claimholders, shall be granted a Lien on any such Collateral, subject to the lien subordination provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of this Agreement, and an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiaryadditional guaranty, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (e) In the event that the principal amount of funded First Lien Obligations plus the aggregate face amount of letters of credit, if any, issued under the First Lien Credit Agreement and not reimbursed plus the aggregate principal amount of unfunded revolving commitments under the First Lien Credit Agreement (collectively, the “First Lien Obligations Amount”), at any date of determination no longer constitute at least 15% of the sum of (i) the First Lien Obligations Amount and (ii) the principal amount of funded Second Lien Obligations (collectively, the “Second Lien Obligations Amount”), then any agreement provided for in Section 5.1 (a) and (b) Upon above (except for releases given in connection with a Disposition permitted under the designation First Lien Loan Documents and the Second Lien Loan Documents) shall require the consent of a Guaranteeing Subsidiary as an Unrestricted Subsidiary First Lien Claimholders and Second Lien Claimholders representing in accordance with the terms aggregate more than 50% of the Indenture, such Guaranteeing Subsidiary shall be released sum of (i) the First Lien Obligations Amount and relieved of its (ii) the Second Lien Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided hereinAmount. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale The Guarantee of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be automatically and unconditionally released from and relieved of its Obligations under this Supplemental Indenture discharged, and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery no further action by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, Issuer or the Trustee shall execute any documents reasonably is required in order to evidence for the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If Subsidiary’s Guarantee, upon: (i) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of (x) the Capital Stock of the Guaranteeing Subsidiary, after which the the Guaranteeing Subsidiary is no longer a Restricted Subsidiary, (y) all the assets of such Guarantor or (z) if such Guarantor is not released from its obligations at such time a guarantor of the Senior Secured Credit Facilities, all or substantially all the assets of the Guaranteeing Subsidiary, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (ii) the release or discharge of the guarantee by the Guaranteeing Subsidiary of Indebtedness under its Subsidiary the Senior Secured Credit Facilities, or such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall remain liable for also be reinstated to the full amount of principal of and interest on extent that the Notes and for the other obligations of such Guaranteeing Subsidiary under would then be required to provide a Guarantee pursuant to Section 4.15 in the Indenture as provided in this Supplemental Indenture.); (biii) Upon the designation of any Restricted Subsidiary that is a Guaranteeing Subsidiary as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indenture; or (iv) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of the Indenture, such ; and (b) the Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company delivering to the Trustee of an Officers' Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided hereintransaction have been complied with. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock The Note Guarantee of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall Subsidiary Guarantor will be released; provided that in the event of an Asset Sale, the Net Proceeds and such Subsidiary Guarantor will be released from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition and relieved of all of the Capital Stock of such Guaranteeing Subsidiaryits obligations under its Note Guarantee and this Indenture: (1) in connection with any sale, disposition or the Person acquiring the property (in the event of a sale or other disposition transfer of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset SaleParent, the Net Proceeds from such sale Issuer or other a Restricted Subsidiary of Parent, if the sale, disposition are treated in accordance with or transfer does not violate the provisions first paragraph of Section 4.10 4.10; (2) in connection with any sale, disposition or transfer of all of the Indenture. Upon delivery by the Company Capital Stock of that Subsidiary Guarantor to the Trustee of an Officers' Certificate a Person that is not (either before or after giving effect to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenturetransaction) Parent, the Trustee shall execute any documents reasonably required in order to evidence Issuer or a Restricted Subsidiary of Parent, if the release sale, disposition or transfer does not violate the first paragraph of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.Section 4.10; (b3) Upon if the designation of Issuer designates any Restricted Subsidiary that is a Guaranteeing Subsidiary as Guarantor to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of the this Indenture, ; (4) upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof; or (5) at such Guaranteeing time as such Subsidiary shall be released and relieved of its Obligations under its Guarantor does not have any Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Note Guarantee and this Supplemental Indenturepursuant to Section 4.19. Upon delivery by the Company Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation a release of such Guaranteeing a Subsidiary as an Unrestricted Subsidiary was made by the Company Guarantor in accordance with the provisions of the Indenture, including without limitation this Section 4.07 of the 11.05 is authorized or permitted by this Indenture, the Trustee shall will, upon the request and at the expense of the Issuer, execute any documents reasonably required requested by the Issuer in order to evidence the release of such Guaranteeing Subsidiary Guarantor from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under its Note Guarantee and this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. The Note Guarantee of a Guarantor will be automatically released: (a1) Concurrently in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of a Subsidiary Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) shall be released from and relieved Solera or a Subsidiary of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that Solera; (2) in the event of an Asset Sale, the Net Proceeds from such connection with any sale or other disposition are treated in accordance with of Capital Stock of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) Solera or a Subsidiary of Solera, if the provisions Subsidiary Guarantor ceases to be a Subsidiary of Section 4.10 Solera as a result of the Indenture. Upon delivery sale or other disposition; (3) upon Legal Defeasance or Covenant Defeasance as provided under Article 8 hereof or satisfaction and discharge of this Indenture as provided under Article 11 hereof; (4) in the case of a Subsidiary Guarantor that becomes an Excluded Subsidiary, upon receipt by the Company to the Trustee of an Officers' Officer’s Certificate to the effect certifying that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary Guarantor has become an Excluded Subsidiary, as the case may be, in accordance with the provisions ; (5) all Note Guarantees of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture Guarantors during a Suspension Period as provided in this Supplemental Indenture.Section 4.12 hereof; or (b6) Upon in the designation case of any Subsidiary Guarantor which was required to provide a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with Note Guarantee after the terms issue date of the IndentureNotes as provided by Section 4.07 hereof, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions release or discharge of the Indenture, including without limitation Section 4.07 Guarantee by such Subsidiary of all Indebtedness of the IndentureIssuer or any Subsidiary or the repayment of all the Indebtedness, the Trustee shall execute any documents reasonably required in order each case, which resulted in an obligation to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary provide a Note Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. Notwithstanding Section 3 above, if: (ai) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of Subsidiary Guarantor ceases to be a Guaranteeing Subsidiary), all Liens, if any, Restricted Subsidiary in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance compliance with the applicable provisions of Section 4.10 of the Indenture. If ; (ii) the assets sold in such sale or other disposition include Securities are defeased and discharged pursuant to Section 1502 of the Indenture; or (iii) all or substantially all of the assets of a Guaranteeing the Subsidiary Guarantor or all of the Capital Stock of the Subsidiary Guarantor are sold (including by issuance, amalgamation, merger, consolidation or otherwise) by the Company or any Restricted Subsidiary in a Guaranteeing Subsidiarytransaction constituting an Asset Disposition and in which the Net Available Proceeds from such Assets Disposition are applied in accordance with requirements of Section 1013 of the Indenture, then and, in each case of (i), (ii) or (iii), upon delivery by the Guaranteeing Subsidiary (Company of an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent contained in the event of a sale or other disposition of all Indenture provided for relating to the release of the Capital Stock Subsidiary Guarantor from its obligations under the Subsidiary Guarantee and Article Twelve of such Guaranteeing Subsidiary) the Indenture have been complied with, the Subsidiary Guarantor or the Person acquiring the property such assets (in the event of a sale or other disposition of all or substantially all of the assets or Capital Stock of such Guaranteeing SubsidiarySubsidiary Guarantor) shall be released from and relieved discharged of its Obligations obligations under this Supplemental Indenture and its the Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions and under Article Twelve of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 any action on the part of the IndentureTrustee or any Holder, and the Trustee shall execute any documents reasonably required in order to evidence acknowledge the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released Guarantor from its obligations under its the Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest Guarantee endorsed on the Notes Securities and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 Article Twelve of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in In the event of a sale or other disposition of all of the Capital Stock assets of any Senior Subordinated Note Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the capital stock of any Senior Subordinated Note Guarantor, then such Senior Subordinated Note Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guaranteeing SubsidiarySenior Subordinated Note Guarantor) or the Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiarySenior Subordinated Note Guarantor) shall will be released from and relieved of any obligations under its Obligations under this Supplemental Indenture and its Subordinated Subsidiary Guarantee made pursuant heretoGuarantee; provided that in the event of an Asset Sale, the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of the Senior Subordinated Note Indenture, including without limitation Section 4.10 of the Senior Subordinated Note Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental 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 designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary sale or other disposition was made by the Company in accordance with the provisions of the Senior Subordinated Note Indenture, including without limitation Section 4.07 4.10 of the Senior Subordinated Note Indenture, the Senior Subordinated Note Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary any Senior Subordinated Note Guarantor from its Obligations obligations under its Subordinated Subsidiary Guarantee. . (b) Any Guaranteeing Subsidiary Senior Subordinated Note Guarantor not released from its Obligations obligations under its Subordinated Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Senior Subordinated Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Senior Subordinated Note Guarantor under the Senior Subordinated Note Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 Article 11 of the Senior Subordinated Note Indenture.

Releases. (a) Concurrently The Subsidiary Guarantee of a Subsidiary Guarantor will be released automatically: (1) in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiarySubsidiary Guarantor (including by way of merger or consolidation) shall be released from and relieved to a Person that is not (either before or after giving effect to such transaction) the Company or an Affiliate of its Obligations under this Supplemental Indenture and its the Company; (2) in connection with any sale or other disposition of Capital Stock of such Subsidiary Guarantee made pursuant hereto; provided Guarantor to a Person that in is not (either before or after giving effect to such transaction) the event Company or an Affiliate of an Asset Salethe Company, the Net Proceeds from if following such sale or other disposition are treated in accordance with the provisions of Section 4.10 disposition, such Subsidiary Guarantor is not a direct or indirect Subsidiary of the Indenture. Company; (3) upon the release, discharge or termination of such Subsidiary Guarantor’s guarantee of all obligations of the Company under the Credit Agreement; (4) if such Subsidiary Guarantor has become a guarantor of any Additional Indebtedness, upon the release, discharge or termination of such Subsidiary Guarantor’s guarantee of all obligations of the Company under such Additional Indebtedness; or (5) upon defeasance or satisfaction and discharge of the Notes as provided in Article 8 and Article 11 hereof. (b) Upon delivery by the Company to the Trustee of an Officers' Officer’s Certificate to the effect that such sale the action or other disposition was made event giving rise to a release has occurred as specified above, the Trustee shall, upon receipt by it of the documents described in Section 12.02 hereof, execute any documents reasonably requested by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing any Subsidiary Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Guarantee. (c) Any Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Guarantee as provided in this Section 10.04 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 10. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. The Guarantee of the Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by the Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary’s Guarantee, upon (a) Concurrently with receipt by the Trustee of a notification from the Issuer that such Guarantee be released and (b) the occurrence of any sale of assets the following: (includinga) any direct or indirect sale, if applicableexchange, all disposition or other transfer (including by merger, consolidation or otherwise) of the Capital Stock of a the Guaranteeing Subsidiary), all Liensafter which the Guaranteeing Subsidiary is no longer a Restricted Subsidiary, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee which sale, exchange, disposition or other transfer is made pursuant hereto. If in a manner not in violation of the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for applicable provisions of the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.; (b) Upon the release or discharge of the guarantee by the Guaranteeing Subsidiary of the Senior Credit Facilities or the guarantee which resulted in the creation of such Guarantee, in each case except a release or discharge by or as a result of payment under such guarantee; (c) designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations provisions set forth under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, Indenture and the Trustee shall execute any documents reasonably required in order to evidence definition of “Unrestricted Subsidiary”; (d) the release Issuer’s exercise of such Guaranteeing Subsidiary from its Obligations legal defeasance option or covenant defeasance option as described under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for Article VIII of the full amount of principal of and interest on Indenture or the Notes and for the other Obligations of any Guaranteeing Subsidiary Issuer’s obligations under the Indenture as provided herein.being discharged in a manner not in violation of Article XI; or (ce) Each Guaranteeing Subsidiary shall the occurrence of a Covenant Suspension Event as described in Section 4.15 of the Indenture; provided that such Guarantee will be released and relieved of its obligations under this Supplemental Indenture reinstated upon the applicable Reversion Date in accordance with, and subject to, with Section 4.18 4.15(c) of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in In the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) shall the Company or a Restricted Subsidiary of the Company, then the corporation acquiring the property will be released from and relieved of its Obligations any obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the Note Guarantee; (b) In the event of an Asset Saleany 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; provided, in both cases, that the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 of the Indenturehereof. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 of the Indenturehereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released any Guarantor from its obligations under its Subsidiary Note Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (bc) Upon the designation of any Restricted Subsidiary that is a Guaranteeing Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of the this Indenture, such Guaranteeing Subsidiary shall Guarantor will be released and relieved of its Obligations any obligations under its Subsidiary Guarantee and this Supplemental Indenture. Note Guarantee. (d) Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company Legal Defeasance or Covenant Defeasance in accordance with the provisions Article 8 hereof or satisfaction and discharge of the Indenturethis Indenture in accordance with Article 11 hereof, including without limitation Section 4.07 each Guarantor will be released and relieved of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations obligations under its Subsidiary Note Guarantee. (e) If a Guarantor ceases to be a Significant Restricted Subsidiary, such Guarantor will be released and relieved of any obligations under its Note Guarantee, but if and only if at that time such Guarantor is not a Guarantor under any Credit Facility. Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of of, premium on, if any, interest and interest on Special Interest, if any, on, the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the this Indenture as provided hereinin this Article 10. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' " Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' " Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition (including by way of merger or consolidation) include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest (including Contingent Interest and Additional Interest, if any) on the Notes CODES and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Excluded Subsidiary in accordance with the terms of the IndentureIndenture and the indentures governing the Outstanding Senior Subordinated Notes as the same are in effect on the date of the Indenture (whether or not those indentures are subsequently amended, waived, modified or terminated or expire and whether or not any of those notes continue to be outstanding), such Guaranteeing Subsidiary shall be released and relieved of all of its Obligations obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the IndentureIndenture and the indentures governing, including without limitation Section 4.07 the Outstanding Senior Subordinated Notes as the same are in effect on the date of the IndentureIndenture (whether or not those indentures are subsequently amended, waived, modified or terminated or expire and whether or not any of those notes continue to be outstanding), the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes CODES and for the other Obligations obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary Upon any Guarantor being released from its guarantees of, and all pledges and security interests granted in connection with, Indebtedness of the Company or any of its Subsidiaries (other than a Foreign Subsidiary), such Guarantor shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock The Note Guarantee of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall Subsidiary Guarantor will be released; provided that in the event of an Asset Sale, the Net Proceeds and such Subsidiary Guarantor will be released from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition and relieved of all of the Capital Stock of such Guaranteeing Subsidiaryits obligations under its Note Guarantee and this Indenture: (1) in connection with any sale, disposition or the Person acquiring the property (in the event of a sale or other disposition transfer of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset SaleParent, the Net Proceeds from such sale Issuer or other a Restricted Subsidiary of Parent, if the sale, disposition are treated in accordance with or transfer does not violate the provisions first paragraph of Section 4.10 4.10; (2) in connection with any sale, disposition or transfer of all of the Indenture. Upon delivery by the Company Capital Stock of that Subsidiary Guarantor to the Trustee of an Officers' Certificate a Person that is not (either before or after giving effect to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenturetransaction) Parent, the Trustee shall execute any documents reasonably required in order to evidence Issuer or a Restricted Subsidiary of Parent, if the release sale, disposition or transfer does not violate the first paragraph of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture.Section 4.10; (b3) Upon if the designation of Issuer designates any Restricted Subsidiary that is a Guaranteeing Subsidiary as Guarantor to be an Unrestricted Subsidiary in accordance with the terms applicable provisions of the this Indenture, ; (4) upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof; or (5) at such Guaranteeing time as such Subsidiary shall be released and relieved of its Obligations under its Guarantor does not have any Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Note Guarantee and this Supplemental Indenturepursuant to Section 4.19. Upon delivery by the Company Issuer to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation a release of such Guaranteeing a Subsidiary as an Unrestricted Subsidiary was made by the Company Guarantor in accordance with the provisions of the Indenture, including without limitation this Section 4.07 of the 11.05 is authorized or permitted by this Indenture, the Trustee shall will, upon the request and at the expense of the Issuer, execute any 105 documents reasonably required requested by the Issuer in order to evidence the release of such Guaranteeing Subsidiary Guarantor from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under its Note Guarantee and this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently The Company shall have the right to optionally prepay Revolving Loans in whole at any time and in part at any time so long as no Default, Early Amortization Event or Event of Default has occurred and is continuing or will result therefrom. In connection with any sale of assets (including, if applicable, all of the Capital Stock of such prepayment or a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Permitted Asset Sale, the Net Proceeds from such sale Company may request a Release in connection therewith (i) at any time but only in connection with a Whole Loan Sale, Securitization Transaction or a Permitted Asset Sale described in clauses (a) and (b) of the definition thereof or (ii) with respect to any other disposition are treated Permitted Asset Sale, only after the occurrence of the first anniversary of the Closing Date, in each case subject to the terms of this Section 2.6. The Company may request a Release described in clause (i) or (ii) above on any Business Day (a “Release Date”) by delivering to the Administrative Agent and the Collateral Agent by not later than 3:00 p.m. New York City time at least two (2) Business Days prior to the requested Release Date, written notice substantially in the form of Exhibit I (a “Release Notice”) (which Release Notice the Administrative Agent shall promptly make available to the Lenders in accordance with its customary practice). In connection with (A) any prepayment made on or after the provisions of Section 4.10 first anniversary of the Indenture. If the assets sold Closing Date, or (B) any Release described in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary clause (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiaryi) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiaryii) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee above made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this Section 2.6, the IndentureCompany may elect to reduce the Revolving Commitments, pro rata based on each Lender’s Pro Rata Share (each such Guaranteeing Subsidiary election, a “Commitment Reduction” and each such amount, a “Commitment Reduction Amount”) and such Commitment Reduction shall be released effective upon the date of such prepayment or the related Release on the Release Date, as applicable. Each Release Notice shall be irrevocable and relieved effective upon receipt; provided further that if such Release Notice is delivered more than two Business Days prior to the requested Release Date, it shall be revocable, without penalty, through the close of its Obligations under its Subsidiary Guarantee and this Supplemental Indenturebusiness on the Business Day preceding such second prior Business Day. Upon delivery by By not later than 3:00 p.m. New York City time at least one Business Day prior to the requested Release Date, the Company shall deliver to the Trustee Administrative Agent and the Collateral Agent, a written notice substantially in the form of an Officers' Certificate and an Opinion of Counsel Exhibit J (a “Release Letter”) (which document the Administrative Agent shall promptly make available to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company Lenders in accordance with its customary practice), confirming the provisions Release Date and setting forth certain information related to the distribution of the Indenturefunds on such Release Date and, including without limitation Section 4.07 of the Indentureif applicable, the Trustee shall execute any documents reasonably required in order to evidence the release Release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided hereincertain Receivables. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with Notwithstanding the provisions of Section 4.10 4 hereof, the Subsidiary Guarantor will be released automatically and relieved of any obligations under its Subsidiary Guarantee: (i) upon the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiarySubsidiary Guarantor (including by way of merger or consolidation) shall be released from and relieved to a Person that is not (either before or after giving effect to such transaction) the Company or an Affiliate of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset SaleCompany, if the Net Proceeds from such sale or other disposition are treated complies with Sections 3.08 and 4.10 of the Indenture and the Subsidiary Guarantor either no longer has an Indebtedness (other than the Subsidiary Guarantee) after compliance with such Sections or it would be permitted at the time of such release to incur all of its then outstanding Indebtedness in accordance compliance with Section 4.09 of the provisions Indenture, (ii) upon the sale of Section all of the Capital Stock of the Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) an Affiliate of the Company, if the sale complies with Sections 3.08 and 4.10 of the Indenture. Upon delivery by ; (iii) upon the Company to legal defeasance of the Trustee Notes as described in Article 8 of an Officers' Certificate to the effect that such sale or other disposition was made by Indenture; (iv) upon (a) the merger of the Subsidiary Guarantor into the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing another Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. Guarantor; (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms dissolution of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by Guarantor into the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing or another Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. Guarantor; or (c) Each Guaranteeing the transfer of all or substantially all of the assets of the Subsidiary shall Guarantor to the Company or another Subsidiary Guarantor; or (v) at the option of the Company, if at any time the Subsidiary Guarantor has no Indebtedness outstanding other than the Subsidiary Guarantee or, assuming it ceased to be released and relieved a Subsidiary Guarantor but continued to be a Restricted Subsidiary of the Company following such release, it would be permitted at the time of such release to incur all of its obligations under this Supplemental Indenture then outstanding Indebtedness in accordance with, and subject to, compliance with Section 4.18 of the Indenture.4.09

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in In the event of a sale or other disposition of all of the' assets of any Senior Subordinated Note Guarantor, by way of merger, consolidation or other-wise, or a sale or other disposition of all to the Capital Stock capital stock of any Senior Subordinated Note Guarantor, then such Senior Subordinated Note Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guaranteeing SubsidiarySenior Subordinated Note Guarantor) or the Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiarySenior Subordinated Note Guarantor) shall will be released from and relieved of any obligations under its Obligations under this Supplemental Indenture and its Subordinated Subsidiary Guarantee made pursuant heretoGuarantee; provided that in the event of an Asset Sale, the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of the Senior Subordinated Note Indenture, including without limitation Section 4.10 of the Senior Subordinated Note Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental 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 designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary sale or other disposition was made by the Company in accordance with the provisions of the Senior Subordinated Note Indenture, including without limitation Section 4.07 4. 10 of the Senior Subordinated Note Indenture, the Senior Subordinated Note Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary any Senior Subordinated Note Guarantor from its Obligations obligations under its Subordinated Subsidiary Guarantee. . (b) Any Guaranteeing Subsidiary Senior Subordinated Note Guarantor not released from its Obligations obligations under its Subordinated Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Senior Subordinated Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Senior Subordinated Note Guarantor under the Senior Subordinated Note Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 Article I of the Senior Subordinated Note Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock Equity Interests of a Guaranteeing Subsidiaryany Subsidiary Guarantor), all Liens, if any, any Liens in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of 4.07 hereof. The Guarantee or the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets obligations under Section 11.04 hereof of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary Guarantor will be released (i) in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a connection with any sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved Subsidiary Guarantor (including by way of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in merger or consolidation), if the event of an Asset Sale, Partnership applies the Net Proceeds from such of that sale or other disposition are treated in accordance with Section 4.07 hereof; or (ii) in connection with the provisions sale or other disposition of Section 4.10 all of the IndentureEquity Interests of a Subsidiary Guarantor, if the Partnership applies the Net Proceeds of that sale in accordance with Section 4.07 hereof; or (iii) if the Partnership designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or (iv) at such time as such Subsidiary Guarantor ceases to guarantee any other Indebtedness of the Partnership. Upon delivery by the Company Partnership to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, Partnership in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 4.07 hereof or such Guarantee is to be released pursuant to the provisions of the Indentureimmediately preceding sentence, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing any Subsidiary Guarantor from its Obligations obligations under this Supplemental Indenture and its Guarantees. Any Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 11. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in In the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) shall the Company or a Restricted Subsidiary of the Company, then the corporation acquiring the property will be released from and relieved of its Obligations any obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the Note Guarantee; (b) In the event of an Asset Saleany 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; provided, in both cases, that the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 of the Indenturehereof. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 of the Indenturehereof, the Trustee shall will execute any documents reasonably required requested by the Company in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released any Guarantor from its obligations under its Subsidiary Note Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (bc) Upon the designation of any Restricted Subsidiary that is a Guaranteeing Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of the this Indenture, such Guaranteeing Subsidiary shall Guarantor will be released and relieved of its Obligations any obligations under its Subsidiary Guarantee and this Supplemental Indenture. Note Guarantee. (d) Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company Legal Defeasance or Covenant Defeasance in accordance with the provisions Article 8 hereof or satisfaction and discharge of the Indenturethis Indenture in accordance with Article 13 hereof, including without limitation Section 4.07 each Guarantor will be released and relieved of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations obligations under its Subsidiary Note Guarantee. Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Note Guarantee shall as provided in this Section 12.05 will remain liable for the full amount of principal of of, premium on, if any, and interest on interest, if any, on, the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the this Indenture as provided hereinin this Article 12. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with Notwithstanding the provisions of Section 4.10 10.04 hereof, a Subsidiary Guarantor will be released automatically and relieved of any obligations under its Subsidiary Guarantee: (1) upon the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiarySubsidiary Guarantor (including by way of merger or consolidation) shall be released from and relieved to a Person that is not (either before or after giving effect to such transaction) the Company or an Affiliate of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset SaleCompany, if the Net Proceeds from such sale or other disposition are treated complies with Sections 3.08 and 4.10 hereof and the Subsidiary Guarantor either no longer has any Indebtedness (other than its Subsidiary Guarantee) after compliance with such Sections or it would be permitted at the time of such release to incur all of its then outstanding Indebtedness in accordance compliance with Section 4.09 hereof; (2) upon the provisions sale of Section 4.10 all of the Indenture. Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) an Affiliate of the Company, if the sale complies with Sections 3.08 and 4.10 hereof; (3) upon the legal defeasance of the Notes as described in Article 8 hereof; or (4) upon (i) the merger of such Subsidiary Guarantor into the Company or another Subsidiary Guarantor; (ii) the dissolution of the Subsidiary Guarantor into the Company or another Subsidiary Guarantor; or (iii) the transfer of all or substantially all of the assets of such Subsidiary Guarantor to the Company or another Subsidiary Guarantor; or (5) at the option of the Company, if at any time the Subsidiary Guarantor has no Indebtedness outstanding other than its Subsidiary Guarantee or, assuming it ceased to be a Subsidiary Guarantor but continued to be a Restricted Subsidiary of the Company following such release, it would be permitted at the time of such release to incur all of its then outstanding Indebtedness in compliance with Section 4.09 hereof. (b) Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made and, if requested by the Company or the Guaranteeing SubsidiaryTrustee, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation one of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company events described in Section 10.05(a) hereof has occurred in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenturethis Indenture with respect to any Subsidiary Guarantor, the Trustee shall will execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary Guarantor from its Obligations obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock Equity Interests of a Guaranteeing Subsidiaryany Subsidiary Guarantor), all Liens, if any, any Liens in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of 4.07 hereof. The Guarantee or the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets obligations under Section 11.04 hereof of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary Guarantor will be released (i) in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a connection with any sale or other disposition of all or substantially all of the assets 103 of such Guaranteeing Subsidiary) shall be released from and relieved Subsidiary Guarantor (including by way of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in merger or consolidation), if the event of an Asset Sale, Partnership applies the Net Proceeds from such of that sale or other disposition are treated in accordance with Section 4.07 hereof; or (ii) in connection with the provisions sale or other disposition of Section 4.10 all of the IndentureEquity Interests of a Subsidiary Guarantor, if the Partnership applies the Net Proceeds of that sale in accordance with Section 4.07 hereof; or (iii) if the Partnership designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; or (iv) at such time as such Subsidiary Guarantor ceases to guarantee any other Indebtedness of the Partnership. Upon delivery by the Company Partnership to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, Partnership in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 4.07 hereof or such Guarantee is to be released pursuant to the provisions of the Indentureimmediately preceding sentence, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing any Subsidiary Guarantor from its Obligations obligations under this Supplemental Indenture and its Guarantees. Any Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 11. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in In the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) shall the Company or a Restricted Subsidiary of the Company, then the corporation acquiring the property will be released from and relieved of its Obligations any obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the Note Guarantee; (b) In the event of an Asset Saleany 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; provided, in both cases, that the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 of the Indenturehereof. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 of the Indenturehereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released any Guarantor from its obligations under its Subsidiary Note Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (bc) Upon the designation of any Restricted Subsidiary that is a Guaranteeing Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of the this Indenture, such Guaranteeing Subsidiary shall Guarantor will be released and relieved of its Obligations any obligations under its Subsidiary Guarantee and this Supplemental Indenture. Note Guarantee. (d) Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company Legal Defeasance or Covenant Defeasance in accordance with the provisions Article 8 hereof or satisfaction and discharge of the Indenturethis Indenture in accordance with Article 11 hereof, including without limitation Section 4.07 each Guarantor will be released and relieved of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence obligations under its Note Guarantee. (e) Upon the release of such Guaranteeing Subsidiary from its Obligations the Guarantor’s guarantee under all applicable Triggering Indebtedness, each Guarantor will be released and relieved of any obligations under its Subsidiary Note Guarantee. Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of of, premium on, if any, and interest on and Additional Interest, if any, on, the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the this Indenture as provided hereinin this Article 10. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. The Subsidiary Guarantee of a Subsidiary Guarantor will be released: (a1) Concurrently in connection with any sale consolidation or merger if the Subsidiary Guarantor or surviving Person shall cease to be a Subsidiary of assets (includingthe Company, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale consolidation or other disposition are treated in accordance merger complies with the provisions of Section 4.10 of the Indenture. If the assets sold 5.01 hereof; (2) in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) shall be released from and relieved a Subsidiary of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset SaleCompany, if the Net Proceeds from such sale or other disposition are treated complies with the provisions of Section 4.10 hereof; (3) if the Subsidiary Guarantor is designated to be an Unrestricted Subsidiary in accordance with the provisions of Section 4.10 this Indenture; (4) in connection with any (direct or indirect) sale of Capital Stock or other transaction that results in such Subsidiary Guarantor ceasing to be a Subsidiary of the Indenture. Upon delivery by Company, if the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance transaction complies with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 hereof; (5) upon the release of such Subsidiary Guarantor from its liability in respect of all Indebtedness of the IndentureCompany and all other Subsidiary Guarantors (other than Immaterial Indebtedness of the Company or any other Subsidiary Guarantor and any other Indebtedness the Guarantee of which by such Subsidiary Guarantor is also released upon the release of such Subsidiary Guarantor from its liability in respect of all Indebtedness (other than Immaterial Indebtedness) of the Company and all other Subsidiary Guarantors); (6) upon legal defeasance of the Notes 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 Subsidiary Guarantee; and (7) with the consent of Holders of a majority in aggregate principal amount of Notes then outstanding in accordance with Article 9 hereof. Upon any such occurrence specified in this Section 11.06, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary any Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoGuarantee. If the Guaranteeing Any Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Guarantee as provided in this Section 11.06 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 11. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing SubsidiaryGuarantor), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary Guarantor or all of the Capital Stock of a Guaranteeing SubsidiaryGuarantor, then the Guaranteeing Subsidiary Guarantor (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing SubsidiaryGuarantor) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiaryGuarantor) shall be released from and relieved of its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' " Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing SubsidiaryGuarantor, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary Guarantor is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary Guarantor under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary Guarantor as an Unrestricted Excluded Subsidiary in accordance with the terms of the IndentureIndenture and the indentures governing the Outstanding Senior Subordinated Notes as the same are in effect on the date hereof (whether or not those indentures are subsequently amended, waived, modified or terminated or expire and whether or not any of those notes continue to be outstanding), such Guaranteeing Subsidiary Guarantor shall be released and relieved of its Obligations obligations under its Subsidiary Guarantee the Indenture and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' " Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary Guarantor as an Unrestricted Excluded Subsidiary was made by the Company in accordance with the provisions of the IndentureIndenture and the indentures governing the Outstanding Senior Subordinated Notes as the same are in effect on the date hereof (whether or not those indentures are subsequently amended, including without limitation Section 4.07 waived, modified, terminated or expired and whether or not any of the Indenturethose notes continue to be outstanding), the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary Guarantor from its Obligations obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently The Subsidiary Guarantee of a Guarantor of a series of Notes shall be released automatically: (1) in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) shall be released from and relieved the Company or a Subsidiary of its Obligations under this Supplemental Indenture and its the Company; (2) in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary Guarantee made pursuant hereto; provided that in of the event of an Asset SaleCompany, the Net Proceeds from if following such sale or other disposition are treated in accordance with the provisions of Section 4.10 disposition, that Guarantor is not a direct or indirect Subsidiary of the Company; (3) upon defeasance or satisfaction and discharge of such series of Notes as provided in Sections 8.01 [Option to Effect Legal Defeasance or Covenant Defeasance], 8.02 [Legal Defeasance and Discharge], 8.03 [Covenant Defeasance], 8.04 [Conditions to Legal or Covenant Defeasance] and 11.01 [Satisfaction and Discharge] hereof; (4) upon the dissolution of a Guarantor that is permitted under this Indenture. ; or (5) otherwise with respect to the Guarantee of any Guarantor: (A) upon the prior consent of Holders of at least a majority in aggregate principal amount of the applicable series of Notes then outstanding; or (B) if the Company has Indebtedness outstanding under the Credit Agreement, upon the release of such Guarantor’s Guarantee of all obligations of the Company under the Credit Agreement, or, if there is no Indebtedness of the Company outstanding under the Credit Agreement at that time, upon the release of such Guarantor’s Guarantee of all obligations with respect to all other Indebtedness of the Company at that time outstanding. (b) The Subsidiary Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture pursuant to Articles 8 [LEGAL DEFEASANCE AND COVENANT DEFEASANCE] and 11 [SATISFACTION AND DISCHARGE] hereof. (c) Upon delivery by the Company to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such sale the action or other disposition event giving rise to the applicable release has occurred or was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the this Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary any Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee, it Guarantee as provided in this Section 10.05 [Releases] shall remain liable for the full amount of principal of of, premium, if any, and interest on on, the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 10 [SUBSIDIARY GUARANTEES]. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently The Subsidiary Guaranty of a Subsidiary Guarantor will be released: (1) in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor, by way of merger, amalgamation, consolidation or otherwise, to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) shall be released from and relieved the Company or a Restricted Subsidiary of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset SaleCompany, if the Net Proceeds from such sale or other disposition are treated does not violate Section 10.4 hereof; (2) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 10.4 hereof and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of Section 4.10 this Agreement; (4) if the Subsidiary Guarantor ceases to be a borrower or guarantor under all Credit Facilities and is released or discharged from all obligations thereunder and such Subsidiary Guarantor is released or discharged from its Guaranty of any other Indebtedness of the Indenture. Upon delivery by Company in excess of $10.0 million in aggregate principal amount, including the Company Guaranty that resulted in the obligation of such Subsidiary Guarantor to Guaranty the Trustee of an Officers' Certificate to the effect Notes; provided that if such sale or other disposition was made by the Company or the Guaranteeing SubsidiaryPerson has incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 10.2 hereof, such Subsidiary Guarantor’s obligations under such Indebtedness, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted to be incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 10.2 hereof; or (5) upon Legal Defeasance or Covenant Defeasance in accordance with the provisions Section 22 hereof or satisfaction and discharge of the Indenture and this Supplemental Indenture, including without limitation, Agreement in accordance with Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing 23 hereof. (b) Any Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Guaranty as provided in this Section 25 will remain liable for the full amount of principal of of, premium on, if any, and interest on on, the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the Indenture this Agreement and Subsidiary Guaranties as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation Guaranty of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided hereinGuarantor. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently The Note Guarantee of a Subsidiary Guarantor will be released and such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee (whether or not a Insolvency or Liquidation Proceeding is then pending): (1) in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) shall be released from and relieved the Company or a Restricted Subsidiary of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset SaleCompany, if the Net Proceeds from such sale or other disposition are treated does not violate Section 4.10 hereof; provided that such Subsidiary Guarantor’s Note Guarantee will not be released if the sale or disposition is subject to Section 5.01 hereof; (2) in connection with any sale or other disposition of all of the Capital Stock of that Subsidiary Guarantor (whether directly by transfer of Capital Stock issued by that Subsidiary Guarantor or indirectly by transfer of Capital Stock of other Subsidiaries that, directly or indirectly, own Capital Stock issued by that 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, if the sale or other disposition does not violate Section 4.10 hereof; provided that such Subsidiary Guarantor’s Note Guarantee will not be released if the sale or disposition is subject to Section 5.01 hereof; (3) in connection with any sale or other disposition of less than all of the Capital Stock of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if (a) the sale or other disposition does not violate Section 4.10 hereof; and (b) immediately after giving effect to such sale or disposition, that Guarantor ceases to be a Subsidiary of the Company; provided that the Guarantor’s Note Guarantee will not be released if the sale or disposition is subject to Section 5.01 hereof; (4) if such Subsidiary Guarantor is designated by the Company to be an Unrestricted Subsidiary in accordance with the applicable provisions of Section 4.10 of the Indenture. Upon delivery by the Company this Indenture and such Subsidiary Guarantor has not ceased to be an Unrestricted Subsidiary pursuant to the Trustee applicable provisions of an Officers' Certificate to the effect that such sale this Indenture; or (5) upon Legal Defeasance or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, Covenant Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof. (b) The Guarantee of Parent will be released without further action required on the provisions part of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 Trustee or any Holder upon (i) payment in full in cash of the Indentureprincipal of, premium, if any, accrued and unpaid interest, and Liquidated Damages on the Trustee shall execute any documents reasonably required in order Notes and all other Obligations hereunder and under the other Note Documents that are then due and payable, (ii) a satisfaction and discharge of this Indenture pursuant to evidence Article 12 hereof or (iii) the release occurrence of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made a Legal Defeasance or Covenant Defeasance pursuant heretoto Article 8 hereof. If the Guaranteeing Subsidiary is Any Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Note Guarantee as provided in this Section 11.05 will remain liable for the full amount of principal of and interest and premium and Liquidated .Damages, if any, on the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under this Indenture and the Indenture other Note Documents as provided in this Supplemental IndentureArticle 11. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. The Note Guarantee of a Guarantor will automatically and unconditionally be released and discharged with no further force and effect: (a) Concurrently with any sale of assets (including, if applicable, all of in the Capital Stock case of a Guaranteeing Subsidiary)Subsidiary Guarantee, all Liens, if any, in favor of upon the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets Capital Stock of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its the relevant Subsidiary Guarantee made Guarantor pursuant hereto; to an Enforcement Sale as provided that for in the event Group Intercreditor Deed or as otherwise provided for under the Group Intercreditor Deed; (b) in the case of an Asset Salea Subsidiary Guarantee, upon the Net Proceeds from such sale or other disposition are treated (including through merger or consolidation but other than pursuant to an Enforcement Sale) in accordance compliance with the provisions of Section 4.10 this Indenture of the Indenture. Upon delivery by Capital Stock of the Company to relevant Subsidiary Guarantor (whether directly or through the Trustee disposition of an Officers' Certificate to the effect that a parent thereof), following which such Subsidiary Guarantor is no longer a Restricted Subsidiary (other than a sale or other disposition was made by to the Issuer or any of the Restricted Subsidiaries); (c) in the case of a Parent Guarantee, pursuant to an Enforcement Sale as provided for in the Group Intercreditor Deed or as otherwise provided for under the Group Intercreditor Deed; (d) in the case of any Note Guarantee of a Released Entity, pursuant to the Post-Closing Reorganization; provided that (1) such Released Entity is also released or discharged from such Released Entity’s guarantee of Indebtedness of the Company or and the Guaranteeing Subsidiary, Subsidiary Guarantors under the Senior Credit Facility and any Pari Passu Lien Obligation and (2) the New Immediate Holdco provides a guarantee of the Notes on substantially the same terms as the Parent Guarantee provided by Virgin Media prior to the Post-Closing Reorganization; (e) in the case may beof any Note Guarantee of a Parent that ceases to be a Parent of Virgin Media Communications; (f) in the case of a Guarantor that is prohibited or restricted by applicable Law from guaranteeing the Notes; (g) upon Legal Defeasance, in accordance with the provisions Covenant Defeasance or satisfaction and discharge of the Indenture Notes and this Supplemental IndentureIndenture as provided in Articles 8 or 12, including without limitationrespectively; (h) with respect to an Additional Subsidiary Guarantee given pursuant to Section 4.15, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence upon the release of the Guaranteeing guarantee that gave rise to the requirement to issue such Additional Subsidiary Guarantee so long as no Event of Default would arise as a result and no other Indebtedness that would give rise to an obligation to give an Additional Subsidiary Guarantee is at that time guaranteed by the relevant Subsidiary Guarantor; (i) with respect to Subsidiary Guarantors only, upon the release or discharge of such Subsidiary Guarantor from its Obligations guarantee of Indebtedness of the Company and the Subsidiary Guarantors under this Supplemental Indenture and its the Senior Credit Facility or any Pari Passu Lien Obligation (including by reason of the termination of the Senior Credit Facility or any Pari Passu Lien Obligation) and/or the guarantee that resulted in the obligation of such Subsidiary Guarantee made pursuant hereto. If Guarantor to guarantee the Guaranteeing Notes, if such Subsidiary is Guarantor would not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on then otherwise be required to guarantee the Notes pursuant to this Indenture (and for the other obligations treating any guarantees of such Guaranteeing Subsidiary Guarantor that remain outstanding as Incurred at least 30 days prior to such release or discharge), except a discharge or release by or as a result of payment under the Indenture as provided in this Supplemental Indenture.such guarantee; (bj) Upon in the designation case of a Guaranteeing Subsidiary Guarantor, if such Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance compliance with Section 4.07; (k) as a result of a transaction permitted by, and in compliance with Section 5.01; (l) as described under Article 9; or (m) upon the terms full and final payment and performance of all Obligations of the IndentureIssuer and the Guarantors under this Indenture and the Notes. Notwithstanding any of the foregoing, such Guaranteeing Subsidiary in all circumstances a Note Guarantee shall only be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by if (1) the Company relevant Guarantor has delivered to the Trustee of an Officers' Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with and (2) such Guarantor is released from its guarantees of the effect that such designation Senior Credit Facility, the Existing Senior Secured Notes and the Existing Senior Notes, as applicable. The Trustee shall take all necessary actions, including the granting of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by releases or waivers under the Company Intercreditor Deeds, to effectuate any release in accordance with the provisions of the Indenturethese provisions, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order subject to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of customary protections and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided hereinindemnifications. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with The Guaranteeing Subsidiary will be released and relived of any sale of assets obligations under its Subsidiary Guarantee, the Indenture and the Notes (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that i) in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a any sale or other disposition of all or substantially all of the assets of the Guaranteeing Subsidiary (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) shall be released from and relieved a Subsidiary of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset SaleIssuer, the Net Proceeds from such (ii) a sale or other disposition are treated of all of the Capital Stock of the Guaranteeing Subsidiary, in accordance each case, to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Issuer, (iii) upon Legal Defeasance or Covenant Defeasance of the Notes pursuant to Article Eight of the Indenture, (iv) if the Guaranteeing Subsidiary is released from its guarantees under all Credit Facilities of the Issuer or another Guarantor (including as a result of such Credit Facilities ceasing to be outstanding), (v) in connection with the provisions merger or consolidation of Section 4.10 such Guaranteeing Subsidiary with (1) the Issuer or (2) any other Guaranteeing Subsidiary (provided that the surviving entity remains or becomes a Guaranteeing Subsidiary), (vi) if the Issuer properly designates the Guaranteeing Subsidiary as an Unrestricted Subsidiary under the Indenture or (vii) upon a liquidation or dissolution of such Guaranteeing Subsidiary permitted under the Indenture. Upon delivery by the Company Issuer to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 Indenture with respect to the release of the Indenturesuch Guaranteeing Subsidiary have been satisfied, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released any Guarantor from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the Indenture as provided hereinin Article Ten of the Indenture. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Nothing contained in the Indenture or in accordance with, and subject to, Section 4.18 any of the IndentureNotes shall prevent any consolidation or merger of a Guarantor with or into an Issuer (in which case such Guarantor shall no longer be a Guarantor) or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to an Issuer or another Guarantor.

Releases. The Administrative Agent, the Lenders and the L/C Issuer hereby irrevocably agree that the Liens granted to the Administrative Agent by the Loan Parties on any Collateral shall, at the sole cost and expense of the Loan Parties, be automatically released (a) Concurrently upon the occurrence of the Facility Termination Date, (b) upon the Disposition of such Collateral (as part of or in connection with any sale Disposition permitted hereunder) to any Person other than another Loan Party, to the extent such Disposition is made in compliance with the terms of assets this Agreement, (includingc) if the release of such Lien is approved, if applicableauthorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 11.01), (d) to the extent such property constitutes Excluded Property or (e) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty to the extent such release of a Guarantor is made in compliance with the terms of this Agreement. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon or obligations (other than those being released) of the Loan Parties in respect of all interests retained by the Loan Parties, including the proceeds of any Disposition, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor which shall continue to constitute part of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company Collateral except to the Trustee extent comprised of an Officers' Certificate to the effect that such sale Excluded Property or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, otherwise released in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the IndentureLoan Documents. Additionally, the Trustee Administrative Agent, the Lenders and the L/C Issuer hereby irrevocably agree that a Guarantor shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not be released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. Guaranty upon (bx) Upon the designation of a Guaranteeing Subsidiary such Guarantor as an Unrestricted Subsidiary in accordance with the terms of the Indenturehereof, (y) such Guaranteeing Guarantor becoming an Excluded Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions terms hereof; provided that if any Restricted Subsidiary that is a Guarantor becomes an Excluded Subsidiary solely as a result of such Restricted Subsidiary becoming an Immaterial Subsidiary, such Guarantor shall be released from the Guarantees only (i) if no Default then exists and (ii) upon the Administrative Agent’s receipt of a written request therefor from the Borrower, or (z) the Disposition of such Guarantor to any Person (other than a Loan Party) that is permitted hereby or to which the Required Lenders (or such other percentage of the Indenture, including without limitation Lenders whose consent may be required in accordance with Section 4.07 of the Indenture11.01) have otherwise consented such that after giving effect to such Disposition such Guarantor ceases to be a Restricted Subsidiary. The Administrative Agent, the Trustee shall Lenders and the L/C Issuer hereby authorize the Administrative Agent to execute and deliver any documents reasonably required in order instruments, documents, and agreements necessary or desirable to evidence and confirm the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for any Loan Party’s Guaranty or Collateral pursuant to the full amount foregoing provisions of principal of and interest on this paragraph, all without the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 further consent or joinder of the Indenture.Administrative Agent, any Lender or the L/C Issuer. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] Bank of America, N.A. $85,000,000.00 21.▇▇▇▇▇▇▇▇▇% Royal Bank of Canada $77,500,000.00 19.▇▇▇▇▇▇▇▇▇% Bank of Montreal, Chicago Branch $57,500,000.00 14.▇▇▇▇▇▇▇▇▇% National Bank of Canada $55,000,000.00 13.750000000% Fédération Des Caisses ▇▇▇▇▇▇▇▇▇▇ Du Québec $50,000,000.00 12.500000000% ING Capital LLC $50,000,000.00 12.500000000% ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bank USA $25,000,000.00 6.250000000% Total $400,000,000.00 100.000000000% Coeur Explorations, Inc. Idaho 2,500 shares (Coeur Mining, Inc.) 100% Coeur Alaska, Inc. Delaware 100 Common shares (Coeur Mining, Inc.) 100% Coeur Rochester, Inc. Delaware 1,000 Common shares (Coeur Mining, Inc.) 100% Coeur South America Corp. Delaware 10,000 Common shares (Coeur Capital, Inc.) 100% Coeur Sub One, Inc. Delaware 100 Common shares (Coeur Mining, Inc.) 100% Coeur Sub Two, Inc. Delaware 100 Common shares ( Coeur Sub One, Inc.) 1 Preferred share (Coeur South America Corp.) 100% Coeur Capital, Inc. Delaware 100 Common shares (Coeur Mining, Inc.) 100% Coeur New Zealand, Inc. Delaware 100 Common shares (Coeur Mining, Inc.) 100% ▇▇▇▇▇▇ Resources, Inc. Nevada 1,000 Common shares (Coeur Sub Two, Inc.) 10 Series A Preferred shares (Palmarejo Silver and Gold ULC) 100% ▇▇▇▇▇▇ Services, Inc. Nevada 1,000 Common shares (Coeur Sub Two, Inc.) 10 Series A Preferred shares (Palmarejo Silver and Gold ULC) 100% Mexco Holdings, LLC Nevada All LLC Interest held by Coeur Sub Two, Inc. 100% Mexco Resources, LLC Nevada All LLC Interest held by Coeur Sub Two, Inc. 100% ▇▇▇▇▇▇▇▇ Mining Corporation Arizona 1,000 Common shares (Coeur Mining, Inc.) 100% Servicios Administrativos Palmarejo, S.A. de C.V. Mexico 25 Series A shares (Mexco Holdings, LLC) 25 Series A shares (Mexco Resources, LLC) 100% Servicios Profesionales Palmarejo, S.A. de C.V. Mexico 25,000 Series A shares (Mexco Holdings, LLC) 25,000 Series A shares (Mexco Resources, LLC) 100% Coeur Mexicana, S.A. de C.V. Mexico 38,433 Series A shares and 104,872,866 Series B shares (▇▇▇▇▇▇ Services, Inc.) 469 Series A shares and 1,280,313 Series B shares (▇▇▇▇▇▇ Resources, Inc.) 10,978 Series A shares and 29,954,203 Series B shares (Magnetic Resources, LTD) 120 Series A shares and 328,401 Series B shares (Coeur San ▇▇▇▇▇▇ Corp.) 100% Palmarejo Silver and Gold ULC Canada 94,335,238 Common shares (Coeur Sub Two, Inc.) 100% Coeur Argentina, S.R.L. Argentina 14,154 quotas (Coeur South America Corp.) 90,652 quotas (Coeur Mining, Inc.) 100% Coeur Gold New Zealand, Ltd. New Zealand 5,179,960 Shares (Coeur New Zealand, Inc.) 100% Golden Cross Joint Venture New Zealand 80% (Coeur Gold New Zealand, Ltd.) 20% (Coeur New Zealand II, LLC) 100% Coeur La Preciosa Silver Corp. Canada 146,580,527 shares (Coeur Mining, Inc.) 100% Coeur San ▇▇▇▇▇▇ Corp. Delaware 100 common shares (Coeur Mining, Inc.) 100% Magnetic Resources Ltd. Canada 8,400,000 (Coeur San ▇▇▇▇▇▇ Corp.) 100% Wharf Resources (U.S.A.), Inc. Colorado 50,000 common shares (Coeur Mining, Inc.) 100% Wharf Resources Management Inc. Delaware 100 common shares (Wharf Resources (U.S.A.), Inc.) 100% Wharf Reward Mines Inc. Delaware 100 common shares (Wharf Resources (U.S.A.), Inc. 100% Wharf Gold Mines Inc. Delaware 100 common shares (Wharf Resources (U.S.A.), Inc. 100% Golden Reward Mining Company Limited Partnership Delaware 1% partnership interest (Wharf Reward Mines Inc.) 99% partnership interest (Wharf Gold Mines Inc.) 100% Coeur Gold New Zealand II, LLC Delaware All LLC Interest held by Coeur Mining, Inc. 100% 1132917 B.C. LTD Delaware 100 Shares held by Grizzly Acquisition LLC 100% Silvertip Joint Venture Canada 85% (Coeur Silvertip Holdings Ltd.) 15% (Coeur Mining, Inc.) 100% Coeur Explorations Canada LLC Delaware All LLC Interests held by Coeur Explorations, Inc. 100% Coeur Explorations Canada, Ltd. Canada 100 common shares (Coeur Explorations Canada, LLC) 100% San Francisco Exploraciones holdings I, LLC Delaware All LLC Interests held by Coeur Explorations, Inc. 100% San Francisco Exploraciones Holdings II, LLC Delaware All LLC Interests held by Coeur Explorations, Inc. 100% San Francisco Exploraciones, S.A. de C.V. Mexico 99,000 fixed shares and 26,276,942 variable shares (San Francisco Exploraciones Holdings I, LLC) 1,000 fixed shares and 265,421 variable shares (San Francisco Exploraciones Holdings II, LLC) 100% Coeur Sterling Holdings LLC Delaware All LLC Interests held by Coeur Mining, Inc. 100% Sterling Intermediate Holdco, Inc. Delaware 100 common shares (Coeur Sterling Holdings, LLC) 100% Bluestone Resources (Alaska) Inc. Alaska 100 common shares (Sterling Intermediate Holdco, Inc.) 100% Coeur Silvertip Holdings Ltd Canada 835,712,790.71 common shares (Coeur Mining, Inc.) 100% COEUR Serial No. 75/014,957 Reg. No. 2,008,409 Filing Date 11/3/1995 Reg. Date 10/15/1996 Coeur Mining, Inc. (f/k/a Coeur d’▇▇▇▇▇ ▇▇▇▇▇ Corporation) Registered Renewal due 10/15/2026 COEUR ALASKA Serial No. 88/869,662 Reg. No. 6,179,940 Filing Date 4/13/2020 Reg. Date 10/20/2020 Coeur Mining, Inc. Registered Declaration of Use due 10/20/2026 COEUR MINING And Design Serial No. 85/881,549 Reg. No. 4,479,074 Filing Date 3/20/2013 Reg. Date 2/4/2014 Coeur Mining, Inc. (f/k/a Coeur d’▇▇▇▇▇ ▇▇▇▇▇ Corporation) Registered Renewal due 2/4/2034 COEUR LOGO (Horizontal) Serial No. 85/898,245 Reg. No. 4,436,221 Filing Date 4/8/2013 Reg. Date 11/19/2013 Coeur Mining, Inc. (f/k/a Coeur d’▇▇▇▇▇ ▇▇▇▇▇ Corporation) Registered Renewal due 11/19/2033 COEUR MEXICANA Serial No. 90/230,407 Reg. No. 6,647,776 Filing Date 10/1/2020 Reg. Date 2/15/2022 Coeur Mining, Inc. Registered Declaration of Use due 2/15/2028 COEUR MINING Serial No. 88/866,128 Reg. No. 6,179,520 Filing Date 4/9/2020 Reg. Date 10/20/2020 Coeur Mining, Inc. Registered Declaration of Use due 10/20/2026 COEUR MINING WE PURSUE A HIGHER STANDARD (Design) Serial No. 88/866,264 Reg. No. 6,179,526 Filing Date 4/9/2020 Reg. Date 10/20/2020 Coeur Mining, Inc. Registered Declaration of Use due 10/20/2026 COEUR ROCHESTER Serial No. 88/869,601 Reg. No. 6,304,341 Filing Date 4/13/2020 Reg. Date 3/30/2021 Coeur Mining, Inc. Registered Declaration of Use due 3/30/2027 COEUR SILVERTIP Serial No. 87/633,992 Reg. No. 6,075,358 Filing Date 10/4/2017 Reg. Date 6/9/2020 Coeur Mining, Inc. Registered Declaration of Use due 6/9/2026 COEUR STERLING Serial No. 88/865,891 Reg. No. 6,351,652 Filing Date 4/9/2020 Reg. Date 5/18/2021 Coeur Mining, Inc. Registered Declaration of Use due 5/18/2027 COEUR WHARF Serial No. 86/515,997 Reg. No. 4,933,836 Filing Date 1/27/2015 Reg. Date 4/5/2016 Coeur Mining, Inc. Registered Renewal due 4/5/2026 WE PURSUE A HIGHER STANDARD Serial No. 88/871,630 Reg. No. 6,180,073 Filing Date 4/14/2020 Reg. Date 10/20/2020 Coeur Mining, Inc. Registered Declaration of Use due 10/20/2026 COEUR LOGO Serial No. 3257868 Reg. No. 2798994 Filing Date 6/25/2013 Reg. Date 4/27/2016 Coeur Mining, Inc. Argentina Renewal due 4/27/2026 COEUR LOGO Serial No. 3257870 Reg. No. 2722043 Filing Date 6/25/2013 Reg. Date 4/24/2015 Coeur Mining, Inc. Argentina Renewal due 4/24/2025 COEUR LOGO Serial No. SM3403- 2013 Reg. No. 150280-C Filing Date 6/28/2013 Coeur D’Alene Mine Corp. Bolivia Renewal due 7/21/2024 COEUR SILVERTIP Serial No. 1,868,946 Reg. No. TMA1,070,495 Filing Date 11/21/2017 Reg. Date 1/22/2020 Coeur Mining, Inc. Canada Renewal due 1/22/2030 COEUR SILVERTIP WE PURSUE A HIGHER STANDARD Serial No. 2058184 Reg. No. TMA1,169,848 Filing Date 10/16/2020 Reg. Date 3/8/2023 Coeur Mining, Inc. Canada Renewal due 3/8/2033 COEUR LOGO Serial No. 1,622,432 Reg. No. TMA903,557 Filing Date 4/12/2013 Reg. Date 5/13/2015 Coeur Mining, Inc. Canada Renewal due 5/13/2030 COEUR LOGO Serial No. 1054875 Reg. No. 1112927 Filing Date 4/19/2013 Reg. Date 7/22/2014 Coeur Mining, Inc. Chile Due 7/22/2024 COEUR (Class 6) Serial No. 916799 Reg. No. 1031576 Filing Date 2/26/2008 Reg. Date 3/19/2008 Coeur Mining, Inc. Mexico Renewal due 2/26/2028 COEUR Serial No. 916800 Reg. No. 1031577 Filing Date 2/26/2008 Reg. Date 3/19/2008 Coeur Mining, Inc. Mexico Renewal due 2/26/2028 COEUR LOGO Serial No. 1389289 Reg. No. 1527278 Filing Date 7/3/2013 Reg. Date 4/1/2015 Coeur Mining, Inc. Mexico Renewal due 7/3/2033 COEUR LOGO Serial No. 1389288 Reg. No. 1539123 Filing Date 7/3/2013 Reg. Date 5/20/2015 Coeur Mining, Inc. Mexico Renewal due 7/3/2033 COEUR MEXICANA Serial No. 2431509 Reg. 2189075 Filing Date 10/1/2020 Reg. Date 12/15/2020 Coeur Mining, Inc. Mexico Renewal due 10/1/2030 COEUR MEXICANA Serial No. 2431510 Reg. No. 2189076 Filing Date 10/1/2020 Reg. Date 12/15/2020 Coeur Mining, Inc. Mexico Renewal due 10/1/2030 PERSEGUIMOS UN EST? NDAR M?S ALTO Serial No. 133288 Reg. No. 120019 Filing Date 1/20/2021 Reg. Date 3/19/2021 Coeur Mining, Inc. Mexico Renewal due 3/19/2031 PERSEGUIMOS UN EST? NDAR M?S ALTO Serial No. 133289 Reg. No. 120020 Filing Date 1/20/2021 Reg. Date 3/19/2021 Coeur Mining, Inc. Mexico Renewal due 3/19/2031 WE PURSUE A HIGHER STANDARD Serial No. 132612 Reg. No. 119432 Filing Date 11/26/2020 Reg. Date 2/8/2021 Coeur Mining, Inc. Mexico Renewal due 2/8/2031 WE PURSUE A HIGHER STANDARD Serial No. 132611 Reg. No. 119571 Filing Date 11/26/2020 Reg. Date 2/19/2021 Coeur Mining, Inc. Mexico Renewal due 2/19/2031 COEUR LOGO Serial No. 975687 Reg. No. 975687 Filing Date 4/16/2013 Reg. Date 10/17/2013 Coeur Mining, Inc. New Zealand Renewal due 4/8/2033

Releases. (ai) Concurrently with The Lenders hereby irrevocably authorize the Agent to, and the Agent shall, release any sale Liens granted to the Agent by the Loan Parties on any Collateral (i) upon the termination of assets the all Revolving Loan Commitments, the expiration or termination of all Facility LCs and payment and satisfaction in full in cash of all Secured Obligations (other than contingent indemnity obligations), (ii) constituting property being sold, transferred or otherwise disposed of (including, pursuant to a Qualified Receivables Transaction) if applicablethe Company certifies to the Agent that such sale, all transfer or disposition is made in compliance with the terms of this Agreement (and the Capital Stock of a Guaranteeing Subsidiary)Agent may rely conclusively on any such certificate, all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; without further inquiry) provided that after such release the Company remains in the event of an Asset Sale, the Net Proceeds from such compliance with Section 6.21(c) or (iii) as required to effect any sale or other disposition are treated of such Collateral in accordance connection with the provisions any exercise of Section 4.10 remedies of the IndentureAgent and the Lenders pursuant to this Agreement. If Any such release shall not in any manner discharge, affect, or impair the assets sold Obligations or any Liens (other than those expressly being released) upon (or obligations of the Loan Parties in such sale or other disposition include respect of) all or substantially interests retained by the Loan Parties, including (without limitation) the proceeds of any sale, all of the assets of a Guaranteeing Subsidiary or all which shall continue to constitute part of the Capital Stock of a Guaranteeing SubsidiaryCollateral. (ii) The Lenders hereby irrevocably authorize the Agent to, then and the Guaranteeing Subsidiary (Agent shall, in the event of a sale sale, transfer or other disposition of all of the Capital Stock Equity Interests of any Guarantor if the Company certifies to the Agent that such Guaranteeing Subsidiary) sale, transfer or the Person acquiring the property (disposition is made in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance compliance with the provisions terms of Section 4.10 of this Agreement (and the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that Agent may rely conclusively on any such sale or other disposition was made by the Company or the Guaranteeing Subsidiarycertificate, as the case may bewithout further inquiry), in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the (x) release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released such Guarantor from its obligations under its the Domestic Subsidiary GuaranteeGuaranty and each other Loan Document to which it is a party and (y) release any Liens granted to the Agent by such Guarantor on any Collateral, provided that (i) such Guarantor is concurrently released from any obligations it shall remain liable for the full amount of principal of may have with respect to Subordinated Indebtedness and interest on the Notes Senior Note Indebtedness and for the other obligations of (ii) after such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by release the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company remains in accordance compliance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein6.21(c). (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in In the event of an Asset Sale, the Net Proceeds from such any sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary any Guarantor, by way of merger, consolidation or all of the Capital Stock of a Guaranteeing Subsidiaryotherwise, then the Guaranteeing Subsidiary (in the event of 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 Guaranteeing Subsidiarytransactions) the Issuers or a Restricted Subsidiary of the Issuers, 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 Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiaryGuarantor) shall will be released from and relieved of any obligations under its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoNote Guarantee; provided that in the event of an Asset Sale, the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 of the Indenturehereof. 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 or the Guaranteeing Subsidiary, as the case may be, Issuers in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 of the Indenturehereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary any Guarantor from its Obligations obligations under 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 Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee made pursuant heretoNote Guarantee. If the Guaranteeing Subsidiary is Any Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Liquidated Damages, if any, on the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 10. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock Equity Interests of a Guaranteeing Subsidiaryany Subsidiary Guarantor), all Liens, if any, any Liens in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Cash Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 5.07 hereof. The Note Guaranty and all other obligations under the Indenture of the Indenture. If the assets sold a Subsidiary Guarantor will terminate and be released: (i) in such connection with any sale or other disposition include all (including by way of consolidation or substantially all merger or otherwise) of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) Guarantor or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing the Subsidiary Guarantor (other than to the Parent Guarantor or a Restricted Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided ), if that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated does not violate Section 5.07 hereof; or (ii) upon a disposition of the majority of the Capital Stock of the Subsidiary Guarantor to a third Person, if that sale or other disposition does not violate Section 5.07 hereof and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition; or (iii) upon a liquidation or dissolution of the Subsidiary Guarantor so long as no Default occurs as a result thereof; or (iv) in connection with the designation by the Parent Guarantor in accordance with the provisions of Section 4.10 5.14 of the IndentureSubsidiary Guarantor as an Unrestricted Subsidiary or the Subsidiary Guarantor otherwise ceases to be a Restricted Subsidiary in accordance with Section 5.14; or (v) upon Legal Defeasance or Covenant Defeasance pursuant to Article IX hereof or upon satisfaction and discharge of the Indenture pursuant to Article XII hereof; or (vi) in connection with the release, other than the discharge through payment by the Subsidiary Guarantor, of all other Guarantees by such Restricted Subsidiary of Debt of either Issuer or another Guarantor under the Credit Agreement. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitationlimitation Section 5.07 hereof, Section 4.10 or such Note Guaranty is to be released pursuant to the provisions of the Indentureimmediately preceding sentence, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from all of its obligations under its Note Guaranty and the Guaranteeing Indenture. Any Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee Note Guaranty shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided hereinit has guaranteed pursuant to this Article XI. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) Concurrently in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) to such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided Person that in is not the event of an Asset Sale, Company or a Guarantor if the Net Proceeds from such sale or other disposition are treated in accordance with Disposition does not violate Section 4.21 and the other provisions of Section 4.10 this Indenture; (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Capital Stock of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to the Trustee and the Collateral Agent an Officers’ Certificate stating and certifying the identity of the released Guarantor (any/or the applicable Collateral), the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company to the Trustee and the Collateral Agent of an Officers' ’ Certificate and an Opinion of Counsel to the effect that the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, Collateral) in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall and the Collateral Agent, as applicable, will execute any documents reasonably required requested that are necessary or advisable in order to evidence the release of the Guaranteeing Subsidiary such Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoand/or the applicable Note Security Documents. If the Guaranteeing Subsidiary is Any Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Obligations) of such Guaranteeing Subsidiary any Guarantor under the this Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence Article 13 notwithstanding the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the any other Obligations of any Guaranteeing Subsidiary under the Indenture as provided hereinGuarantor. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all The Guarantee of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby Subsidiary shall be released; provided that in automatically and unconditionally released and discharged, and no further action by the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Issuer or the Trustee is required for the release of the Guaranteeing Subsidiary Subsidiary’s Guarantee, upon: (in the event i) any sale, exchange, disposition or transfer (by merger, amalgamation, consolidation or otherwise) of a sale or other disposition of all of (i) the Capital Stock of such Guaranteeing Subsidiary, after which the applicable Guaranteeing Subsidiary is no longer a Restricted Subsidiary or (ii) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary, in each case if such sale, exchange, disposition or transfer is made in compliance with the applicable provisions of this Indenture; (ii) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event case of an Asset Salea Restricted Subsidiary which after the Issue Date is required to become a Guarantor, the Net Proceeds from such sale release or other disposition are treated in accordance with the provisions of Section 4.10 discharge of the Indenture. Upon delivery guarantee by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary of the guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated to the Indenture as provided extent that such Guaranteeing Subsidiary would then be required to provide a Guarantee pursuant to Section 4.15 in this Supplemental the Indenture.); (biii) Upon the designation of any Restricted Subsidiary that is a Guaranteeing Subsidiary as an Unrestricted Subsidiary in compliance with the applicable provisions of the Indenture; or (iv) the exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Indenture or the satisfaction and discharge of the Issuer’s obligations under this Indenture in accordance with the terms of the Indenture, ; and (b) such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company delivering to the Trustee of an Officers' Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided hereintransaction have been complied with. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock A Note Guarantee of a Guaranteeing Subsidiary), all Liens, if any, in favor Guarantor will be automatically and unconditionally released and discharged with- out the consent of Holders of Notes and each Guarantor and its obligations under the Trustee in Notes Guarantee will be re- leased and discharged upon: (2) the assets sold thereby shall Company designating such Guarantor to be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated Unrestricted Subsidiary in accordance with the provisions of Section 4.10 4.07 and Section 4.17 hereof and the definition of “Unrestricted Subsidiary;” (3) in the case of any Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 4.16 hereof, the release or discharge of the Indenture. If the assets sold in guarantee by such sale or other disposition include all or substantially all Restricted Sub- sidiary of Indebtedness of the assets of a Guaranteeing Subsidiary Company or all the repayment of the Capital Stock Indebtedness, in each case, that resulted in the obligation to guarantee the Notes, except if a release or discharge is by or as a result of a Guaranteeing payment in con- nection with the enforcement of remedies under such other guarantee or Indebtedness; (4) in the case of any Guarantor that becomes an Excluded Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale release or other disposition of all dis- charge of the Capital Stock guarantee by such Restricted Subsidiary of such Guaranteeing Subsidiary) Indebtedness of the Company or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all repayment of the assets Indebtedness, in each case, under the Senior Credit Agreements, the 2026 Secured Notes Indenture, the 2024 Unsecured Notes Indenture or the 2026 Unsecured Notes Indenture, except if a release or discharge is by or as a result of payment in connection with the enforcement of remedies under such Guaranteeing Subsidiaryother guarantee or Indebtedness; or (5) shall be released from and relieved the Company’s exercise of its Legal Defeasance option or Covenant Defeasance option pursuant to Article 8 hereof or if the Company’s Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that are discharged in the event of an Asset Saleaccord- ance with Article 11 hereof. In connection with any release under clause (1) above, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon 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 or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and does not violate this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary any Guar- antor from its Obligations obligations under its Note Guarantee. The Net Proceeds of such sale or other disposition shall be ap- plied, if required, in accordance with the applicable provisions of this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoIndenture. If Any release of a Guarantor under clause (3) or (5) above shall be evidenced to the Guaranteeing Subsidiary is Trustee by an Officer’s Certificate. Any Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of of, premium on, if any, and interest on interest, if any, on, the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 10. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. The Note Guarantee issued by any Subsidiary Guarantor shall be automatically and unconditionally released and discharged: (a1) Concurrently upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary or an Excluded Subsidiary (other than pursuant to clause (1) of the definition thereof); (2) in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or a majority of the Capital Stock of a Subsidiary Guarantor to a Person that is not the Company or (either before or after giving effect to such transaction) an Affiliate of the Company; (3) upon Legal Defeasance or Covenant Defeasance in accordance with Article 8 or upon satisfaction and discharge of this Indenture in compliance with Article 12; (4) pursuant to the covenant termination in accordance with Section 4.16; (5) upon such Subsidiary Guarantor being (or being substantially concurrently) released or discharged from all of its obligations under all of its Guarantees of payment by the Company or any Indebtedness of the Company under the Credit Agreement or other debt, which resulted in the obligation to Guarantee the Notes, except a release as a result of payment under such Guarantee; (6) the merger or consolidation of such Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation or dissolution of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the assets Company or another Subsidiary Guarantor; or (7) pursuant to the provisions of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoArticle 9; provided that in such release or discharge shall not become effective until the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery receipt by the Company to the Trustee of an Officers' ’ Certificate stating that all conditions precedent to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions release and discharge of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Guarantee have been complied with. Any Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Note Guarantee as provided in this Section 11.05 shall remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 11. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in In the event of an Asset Sale, the Net Proceeds from such any sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary any Guarantor, by way of merger, consolidation or all of the Capital Stock of a Guaranteeing Subsidiaryotherwise, then the Guaranteeing Subsidiary (in the event of 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 Guaranteeing Subsidiarytransactions) a Subsidiary of the Company, if the sale or other disposition complies with Section 4.10 and the other applicable provisions of this 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 the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiaryGuarantor) shall will be released from and relieved of its any Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoGuarantee; provided that in the event of an Asset Sale, the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof and is not in violation of the any other provisions under 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 or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 of the Indenturehereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary any Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoGuarantee. If the Guaranteeing Any Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Guarantee will remain liable for the full amount of principal of of, interest, premium and interest Liquidated Damages, if any, on the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under the Indenture as provided in this Supplemental IndentureArticle 10 thereof. (b) Upon the designation of a Guaranteeing Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of the this Indenture, such Guaranteeing Subsidiary shall Guarantor will be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental IndentureGuarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary Guarantor as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the this Indenture, including without limitation Section 4.07 of the Indenturehereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary Guarantor from its Obligations obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Guarantee shall will remain liable for the full amount of principal of of, interest, premium and interest Liquidated Damages, if any, on the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the this Indenture as provided hereinin this Article 10. (c) Each Guaranteeing Subsidiary shall Guarantor will be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 Article 8 of the Indenture. (d) In the event a Guarantor no longer Guarantees Obligation under any Credit Facility of the Company, such Guarantor will be released and relieved of its Obligations under its Subsidiary Guarantee. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such Guarantor no longer Guarantees Obligations under any Credit Facilities of the Company, the Trustee will execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in In the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a any sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) shall Express or a Restricted Subsidiary of Express, then the Person acquiring the property will be released from and relieved of its Obligations any obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the Note Guarantee; (b) In the event of an Asset Saleany sale 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) Express or a Restricted Subsidiary of Express and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of Express 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; provided, in both cases, that the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 of the Indenturehereof. Upon delivery by the Company 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 or the Guaranteeing Subsidiary, as the case may be, Issuers in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 of the Indenturehereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guaranteeing any Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released Guarantor from its obligations under its Subsidiary Note Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (bc) Upon the designation of any Restricted Subsidiary that is a Guaranteeing Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of the this Indenture, such Guaranteeing Subsidiary shall Guarantor will be released and relieved of its Obligations any obligations under its Subsidiary Guarantee and this Supplemental Indenture. Note Guarantee. (d) Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company Legal Defeasance or Covenant Defeasance in accordance with the provisions Article 8 hereof or satisfaction and discharge of the Indenturethis Indenture in accordance with Article 11 hereof, including without limitation Section 4.07 each Subsidiary Guarantor will be released and relieved of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations obligations under its Subsidiary Note Guarantee. Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of of, premium on, if any, and interest on and Special Interest, if any, on, the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the this Indenture as provided hereinin this Article 10. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock consolidation or merger of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale Subsidiary Notes Guarantor with or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by into the Company or another Subsidiary Notes Guarantor or any sale or conveyance of the Guaranteeing Subsidiary, property of a Subsidiary Notes Guarantor as an entirety or substantially as an entirety to the case may beCompany or another Subsidiary Notes Guarantor, in accordance with the provisions of the Indenture each case as permitted by Section 1307, and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel Counsel, each to the effect that (i) such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary consolidation, merger, sale or conveyance was or shall be made by the Company a Subsidiary Notes Guarantor in accordance with the provisions of the IndentureSection 1307, including without limitation Section 4.07 of the Indentureand (ii) all conditions precedent to such release have been satisfied, the Trustee shall promptly execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary Notes Guarantor from its Obligations obligations under its Subsidiary Notes Guarantee. Any Guaranteeing Subsidiary Notes Guarantor not released from its Obligations obligations under its Subsidiary Notes Guarantee under this Article Thirteen shall remain liable for the full amount of principal the Indenture Obligations under its Subsidiary Notes Guarantee. (b) Concurrently with the Legal Defeasance of and interest on the Notes and for under Section 1202 hereof or the other Obligations Covenant Defeasance of any Guaranteeing the Notes under Section 1203 hereof, the Subsidiary Notes Guarantors shall be released from all of their obligations under the Indenture as provided hereintheir Subsidiary Notes Guarantees. (c) Each Guaranteeing Upon (i) the sale, transfer or other disposition of all of the Capital Stock of a Subsidiary Notes Guarantor to a Person that is not an Affiliate of the Company, (ii) the sale, transfer or other disposition of all or substantially all of the assets of a Subsidiary Notes Guarantor to a Person that is not an Affiliate of the Company, or (iii) the designation of such Subsidiary Notes Guarantor as an Unrestricted Subsidiary, in any such case in compliance with the terms of this Indenture, then such Subsidiary Notes Guarantor shall be deemed automatically and unconditionally released and relieved discharged from all of its obligations under this Supplemental Indenture its Subsidiary Notes Guarantee without any further action on the part of the Trustee or any Holder of the Notes; provided that the Net Cash Proceeds of any such sale, transfer or other disposition are applied in accordance with, and subject to, with Section 4.18 of the Indenture.1012. 121 110 ARTICLE FOURTEEN

Releases. The Subsidiary Guarantee of a Subsidiary Guarantor shall be released and its obligation under this Indenture terminated: (a) Concurrently in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the properties or assets of such Guaranteeing SubsidiarySubsidiary Guarantor (including by way of merger or consolidation) shall be released from and relieved to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that the Company; (b) in the event of an Asset Sale, the Net Proceeds from such connection with any sale or other disposition are treated in accordance with the provisions of Section 4.10 of the IndentureCapital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company, if such Subsidiary Guarantor ceases to be a Subsidiary of the Company as a result of the sale or other disposition; (c) upon the dissolution of such Subsidiary Guarantor provided no Default or Event of Default has occurred that is continuing; (d) at such time as such Subsidiary Guarantor ceases to guarantee the Indebtedness under the Credit Facility; or (e) upon satisfaction and discharge of this Indenture pursuant to Section 8.01. 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 all conditions precedent to the Company or the Guaranteeing Subsidiary, as the case may be, release of a Subsidiary Guarantor’s Subsidiary Guarantee set forth in accordance with the provisions of the this Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenturehave been satisfied, the Trustee shall execute any documents reasonably required requested by the Issuer in writing in order to evidence the release of the Guaranteeing any Subsidiary Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoGuarantee. If the Guaranteeing Any Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it Guarantee shall remain liable for the full amount of the principal of and interest on the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 11. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently The Note Guarantee of a Guarantor shall be released automatically and all security interests granted by that Guarantor or granted in such Guarantor's Capital Stock to the Collateral Trustee shall be released with respect to the Note Obligations: (1) in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the assets or Capital Stock of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) the Company or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all Restricted Subsidiary of the assets of such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset SaleCompany, if the Net Proceeds from such of the sale or other disposition are treated applied in accordance with the applicable provisions of this Supplemental Indenture, including without limitation, Section 4.10 hereof, and the Collateral Trust Agreement without limiting any other rights of the Company hereunder; (2) if the Company designates any Restricted Subsidiary that is a Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Supplemental Indenture. ; (3) upon a dissolution of that Guarantor that is permitted under Section 4.14 hereof; or (4) upon written request of the Company, if that Guarantor has been or will be concurrently released from its guarantee of all other Indebtedness of the Company; provided that all Liens on the Excluded Securities issued by such Guarantor securing any such Indebtedness have been or are concurrently released. (b) The Note Guarantee of a Guarantor shall be released with respect to the Notes automatically upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Supplemental Indenture pursuant to Article 13 hereof. (c) 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 the action or other disposition event giving rise to the applicable release has occurred or was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the this Supplemental Indenture and this Supplemental Indenturethe Collateral Trust Agreement, including without limitation, Section 4.10 of the Indentureas applicable, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary any Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Note Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Note Guarantee will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under the Indenture as provided in this Supplemental IndentureArticle 12. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with If, at any sale time any Grantor or the holder of assets any Senior Lender Claim delivers notice to the Trustee that any specified Common Collateral (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include without limitation all or substantially all of the assets equity interests of a Guaranteeing Subsidiary Grantor or all any of its Subsidiaries) is sold, transferred or otherwise disposed of: (i) by the owner of such Common Collateral in a transaction permitted under the Senior Credit Agreement and the Indenture; or (ii) during the existence of any Event of Default under (and as defined in) the Senior Credit Agreement to the extent the Credit Agent has consented to such sale, transfer or disposition: then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Capital Stock Trustee upon such Collateral will automatically be released and discharged as and when and to the extent such Liens on such Collateral securing Senior Lender Claims are released and discharged. Upon delivery to the Trustee of a Guaranteeing Subsidiarynotice from the Credit Agent stating that any release of Liens securing or supporting the Senior Lender Claims has become effective, then the Guaranteeing Subsidiary (in the event of a sale Trustee will promptly execute and deliver such instruments, releases, termination statement or other disposition of all documents confirming such release on customary terms. In the case of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets capital stock of a Grantor or any of its Subsidiaries, the guarantee in favor of the Noteholders, if any, made by such Guaranteeing Subsidiary) shall Grantor or Subsidiary will automatically be released from and relieved of its Obligations under this Supplemental Indenture discharged as and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Salewhen, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company but only to the Trustee extent the guarantee by such Grantor or Subsidiary of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture Senior Lender Claims is released and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenturedischarged. (b) Upon The Trustee, for itself and on behalf of the designation Noteholders, hereby irrevocably constitutes and appoints the Credit Agent and any officer or agent of a Guaranteeing Subsidiary the Credit Agent, with full power of substitution, as an Unrestricted Subsidiary its true and lawful attorney-in-fact with full irrevocable power and authority in accordance with the place and stead of the Trustee or such holder or in the Credit Agent’s own name, from time to time in the Credit Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the Indenture, such Guaranteeing Subsidiary shall be released and relieved purposes of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the IndentureSection 5.1, including without limitation Section 4.07 any termination statements, endorsements or other instruments of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided hereintransfer or release. (c) Each Guaranteeing Subsidiary Unless and until the Discharge of Senior Lender Claims has occurred, the Trustee, for itself and on behalf of the Noteholders, hereby consents to the application, whether prior to or after default, of Deposit Account Collateral or proceeds of Common Collateral to the repayment of Senior Lender Claims pursuant to the Senior Credit Agreement; provided that nothing in this Section 5.1(c) shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 construed to prevent or impair the rights of the IndentureTrustee or the Noteholders to receive proceeds in connection with the Noteholder Claims not otherwise in contravention of this agreement.

Releases. (a) Concurrently with If, at any sale time, any Grantor or the holder of assets any Senior Lender Claim delivers notice to the Trustee that any specified Common Collateral (including, if applicablewithout limitation, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets equity interests of a Guaranteeing Subsidiary Grantor or all any of its Subsidiaries) is sold, transferred or otherwise disposed of: (i) by the owner of such Common Collateral, other than to another Grantor or to any subsidiary of the Capital Stock Company, in a transaction permitted under the Senior Credit Agreement and the Indenture; or (ii) during the existence of any Event of Default under (and as defined in) the Senior Credit Agreement to the extent the Intercreditor Agent has consented to such sale, transfer or disposition; then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Trustee upon such Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Collateral securing Senior Lender Claims are released and discharged. At the sole discretion of the Intercreditor Agent, upon delivery to the Trustee of a Guaranteeing Subsidiarynotice from the Intercreditor Agent stating that any release of Liens securing or supporting the Senior Lender Claims has become effective (or shall become effective upon Trustee's release) pursuant to the first sentence of this clause (a), then the Guaranteeing Subsidiary (in the event of a sale Trustee will promptly authorize or execute and deliver such instruments, releases, termination statements or other disposition of all documents provided to it confirming such release on customary terms. In the case of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets capital stock of a Grantor or any of its Subsidiaries, the guarantee in favor of the Noteholders, if any, made by such Guaranteeing Subsidiary) shall Grantor or Subsidiary will automatically be released from and relieved of its Obligations under this Supplemental Indenture discharged as and its Subsidiary Guarantee made pursuant hereto; provided that in when, but only to the event of an Asset Saleextent, the Net Proceeds from guarantee by such sale Grantor or other disposition are treated in accordance with the provisions Subsidiary of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture Senior Lender Claims is released and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenturedischarged. (b) Upon The Trustee, for itself and on behalf of each Noteholder, hereby irrevocably constitutes and appoints the designation Intercreditor Agent and any officer or agent of a Guaranteeing Subsidiary the Intercreditor Agent, with full power of substitution, as an Unrestricted Subsidiary its true and lawful attorney-in-fact with full irrevocable power and authority in accordance with the place and stead of the Trustee or such holder or in the Intercreditor Agent's own name, from time to time in the Intercreditor Agent's discretion, for the purpose of carrying out the terms of this Section 5.1, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the Indenture, such Guaranteeing Subsidiary shall be released and relieved purposes of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the IndentureSection 5.1, including without limitation Section 4.07 any termination statements, endorsements or other instruments of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided hereintransfer or release. (c) Each Guaranteeing Subsidiary Unless and until the Discharge of Senior Lender Claims has occurred, the Trustee, for itself and on behalf of each Noteholder, hereby consents to the application, whether prior to or after a default, of Deposit Account Collateral or proceeds of Common Collateral to the repayment of Senior Lender Claims pursuant to the Senior Credit Agreement; provided that nothing in this Section 5.1(c) shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 construed to prevent or impair the rights of the IndentureTrustee or the Noteholders to receive proceeds in connection with the Noteholder Claims not otherwise in contravention of this Agreement.

Releases. (a) Concurrently with any sale of assets (includingNotwithstanding Section 10.03, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such (a) a sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a Guaranteeing Subsidiary sale or other disposition of all (or substantially all) of the Capital Stock of any Subsidiary Guarantor, or (b) a Guaranteeing designation of a Subsidiary Guarantor as an Unrestricted Subsidiary, which sale or other disposition or which designation otherwise complies with the terms of this Indenture, then the Guaranteeing such Subsidiary Guarantor (in the event of a sale or other disposition disposition, by way of such a merger, consolidation or otherwise, of all or substantially all of the Capital Stock of such Guaranteeing Subsidiary Guarantor or in the event of a designation of such Subsidiary Guarantor as an Unrestricted Subsidiary) or the Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiarySubsidiary Guarantor) shall be released from and relieved of its any Guarantee Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoGuarantee; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated applied in accordance with the provisions of Section 4.10 of the Indenture4.08 hereof. Upon delivery by the Company to the Trustee of an Officers' Officer's Certificate and Opinion of Counsel, to the effect that such sale or other disposition or that such designation was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitationlimitation Sections 4.08 or 4.09 hereof, Section 4.10 of the Indentureas applicable, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing any such Subsidiary Guarantor from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary Guarantor not released from its Guarantee Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the this Indenture as provided hereinin this Article 10. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. Notwithstanding Section 3 above, if: (ai) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of Subsidiary Guarantor ceases to be a Guaranteeing Subsidiary), all Liens, if any, Restricted Subsidiary in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance compliance with the applicable provisions of Section 4.10 of the Indenture. If ; (ii) the assets sold in such sale or other disposition include Securities are defeased and discharged pursuant to Section 1502 of the Indenture; or (iii) all or substantially all of the assets of a Guaranteeing the Subsidiary Guarantor or all of the Capital Stock of the Subsidiary Guarantor are sold (including by issuance, amalgamation, merger, consolidation or otherwise) by the Company or any Restricted Subsidiary in a Guaranteeing Subsidiarytransaction constituting an Asset Disposition and in which the Net Available Proceeds from such Assets Disposition are applied in accordance with requirements of Section 1013 of the I▇▇▇▇▇▇▇▇, then and, in each case of (i), (ii) or (iii), upon delivery by the Guaranteeing Subsidiary (Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent contained in the event of a sale or other disposition of all Indenture provided for relating to the release of the Capital Stock Subsidiary Guarantor from its obligations under the Subsidiary Guarantee and Article Twelve of such Guaranteeing Subsidiary) the Indenture have been complied with, the Subsidiary Guarantor or the Person acquiring the property such assets (in the event of a sale or other disposition of all or substantially all of the assets or Capital Stock of such Guaranteeing SubsidiarySubsidiary Guarantor) shall be released from and relieved discharged of its Obligations obligations under this Supplemental Indenture and its the Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions and under Article Twelve of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 any action on the part of the IndentureTrustee or any Holder, and the Trustee shall execute any documents reasonably required in order to evidence acknowledge the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released Guarantor from its obligations under its the Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest Guarantee endorsed on the Notes Securities and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 Article Twelve of the Indenture.

Releases. (a) Concurrently with A Guarantee as to any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby Subsidiary Guarantor shall be released; provided that in the event automatically and unconditionally released and discharged upon: (a) any sale, exchange, disposition or transfer (including through consolidation, merger or otherwise) of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of x) the Capital Stock of such Guaranteeing Subsidiary Guarantor, after which such Subsidiary Guarantor is no longer a Restricted Subsidiary, or (y) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiarySubsidiary Guarantor, which sale, exchange, disposition or transfer in each case is made in compliance with Section 4.06(a)(i) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto(ii); provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the release, discharge or termination of the guarantee by such Subsidiary Guarantor of the Senior Credit Facilities, except a release, discharge or termination by or as a result of payment under such guarantee; (c) the permitted designation of any Restricted Subsidiary that is a Guaranteeing Subsidiary Guarantor as an Unrestricted Subsidiary; (d) upon the consolidation or merger of any Subsidiary Guarantor with and into the Issuer or another Subsidiary Guarantor that is the surviving Person in such consolidation or merger, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Issuer or another Subsidiary Guarantor; (e) the Issuer exercising its legal defeasance option or covenant defeasance option as described under Article 8 or the Issuer’s obligations under this Indenture being discharged in accordance with the terms of this Indenture; or (f) the Indenture, such Guaranteeing Subsidiary shall be released and relieved occurrence of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by a Covenant Suspension Event; and (ii) the Company Issuer delivering to the Trustee an Officer’s Certificate of an Officers' Certificate such Guarantor or the Issuer and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with; provided that no such Opinion of Counsel shall be required to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company be delivered in accordance connection with the provisions issuance of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest Securities that are issued on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided hereinIssue Date. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock capital stock or membership interests, as the case may be, of a Guaranteeing Subsidiary), all Liens, if any, any Liens in favor of the Trustee in the assets sold thereby shall be released; provided provided, that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock capital stock or membership interests of a Guaranteeing Subsidiary, then the such Guaranteeing Subsidiary (in the event of a sale or other disposition of or all of the Capital Stock capital stock or membership interests of such the Guaranteeing Subsidiary) or the Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such the Guaranteeing Subsidiary) shall be released from and relieved of its Obligations obligations under this Supplemental Indenture and its Subsidiary Note Guarantee made pursuant heretoor Section 11.03 of the Indenture, as the case may be; provided provided, that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary sale or other disposition was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations obligations under its Note Guarantee. (b) Upon the release by all holders of Senior Indebtedness and Guarantor Senior Indebtedness of all guarantees issued by a Guaranteeing Subsidiary relating to such Senior Indebtedness and Guarantor Senior Indebtedness and all Liens on the property and assets of such Guaranteeing Subsidiary relating to Senior Indebtedness and Guarantor Senior Indebtedness, then such Guaranteeing Subsidiary shall be released and relieved of any obligations under its Note Guarantee. Any Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that all holders of Senior Indebtedness and Guarantor Senior Indebtedness have released all guarantees issued by such Guaranteeing Subsidiary and all Liens on the property and assets of such Guaranteeing Subsidiary relating to such Senior Indebtedness and Guarantor Senior Indebtedness, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its obligations under its Note Guarantee. (c) In the event a Guaranteeing Subsidiary is not released from its Obligations obligations under its Note Guarantee pursuant to either of paragraphs (a) or (b) of this Section 5 or Section 11.04 of the Indenture, such Guaranteeing Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations Guarantor under this Supplemental Indenture or the Indenture, respectively, as provided in accordance with, and subject to, Section 4.18 Article XI of the Indenture or this Supplemental Indenture, respectively.

Releases. Notwithstanding Section 3 above, if: (ai) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of Subsidiary Guarantor ceases to be a Guaranteeing Subsidiary), all Liens, if any, Restricted Subsidiary in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance compliance with the applicable provisions of Section 4.10 of the Indenture. If ; (ii) the assets sold in such sale or other disposition include Securities are defeased and discharged pursuant to Section 1502 of the Indenture; or (iii) all or substantially all of the assets of a Guaranteeing the Subsidiary Guarantor or all of the Capital Stock of the Subsidiary Guarantor are sold (including by issuance, amalgamation, merger, consolidation or otherwise) by the Company or any Restricted Subsidiary in a Guaranteeing Subsidiarytransaction constituting an Asset Disposition and in which the Net Available Proceeds from such Assets Disposition are applied in accordance with requirements of Section 1013 of the Indenture, then then, in each case of (i), (ii) or (iii), upon delivery by the Guaranteeing Subsidiary (Company of an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent contained in the event of a sale or other disposition of all Indenture provided for relating to the release of the Capital Stock Subsidiary Guarantor from its obligations under the Subsidiary Guarantee and Article Twelve of such Guaranteeing Subsidiary) the Indenture have been complied with, the Subsidiary Guarantor or the Person acquiring the property such assets (in the event of a sale or other disposition of all or substantially all of the assets or Capital Stock of such Guaranteeing SubsidiarySubsidiary Guarantor) shall be released from and relieved discharged of its Obligations obligations under this Supplemental Indenture and its the Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions and under Article Twelve of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 any action on the part of the IndentureTrustee or any Holder, and the Trustee shall execute any documents reasonably required in order to evidence acknowledge the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released Guarantor from its obligations under its this Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest Guarantee endorsed on the Notes Securities and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 Article Twelve of the Indenture.

Releases. (a) Concurrently The Subsidiary Guaranty of a Subsidiary Guarantor will be released: (1) in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) shall be released from and relieved the Company or a Restricted Subsidiary of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the event of an Asset SaleCompany, if the Net Proceeds from such sale or other disposition are treated does not violate Section 10.4 hereof; (2) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 10.4 hereof and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the applicable provisions of Section 4.10 this Agreement; (4) if the Subsidiary Guarantor ceases to be a borrower or guarantor under all Credit Facilities and is released or discharged from all obligations thereunder and such Subsidiary Guarantor is released or discharged from its Guaranty of any other Indebtedness of the Indenture. Upon delivery by Company in excess of $10.0 million in aggregate principal amount, including the Company Guaranty that resulted in the obligation of such Subsidiary Guarantor to Guaranty the Trustee of an Officers' Certificate to the effect Notes; provided that if such sale or other disposition was made by the Company or the Guaranteeing SubsidiaryPerson has incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 10.2 hereof, such Subsidiary Guarantor’s obligations under such Indebtedness, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 10.2 hereof; or (5) upon Legal Defeasance or Covenant Defeasance in accordance with the provisions Section 22 hereof or satisfaction and discharge of the Indenture and this Supplemental Indenture, including without limitation, Agreement in accordance with Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing 23 hereof. (b) Any Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Guaranty as provided in this Section 25 will remain liable for the full amount of principal of of, premium on, if any, and interest on on, the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the Indenture this Agreement and Subsidiary Guaranties as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation Guaranty of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided hereinGuarantor. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in In the event of an Asset Sale, the Net Proceeds from such any sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary any Guarantor, by way of merger, consolidation or all of the Capital Stock of a Guaranteeing Subsidiaryotherwise, then the Guaranteeing Subsidiary (in the event of 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 Guaranteeing Subsidiarytransactions) 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 Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiaryGuarantor) shall will be released from and relieved of any obligations under its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoNote Guarantee; provided that in the event of an Asset Sale, the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 of hereof (subject to the Indentureconditions and limitations set forth in Section 4.10). 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 or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 of the Indenturehereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary any Guarantor from its Obligations obligations under 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 Indenture in accordance with Article 11 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee made pursuant heretoNote Guarantee. If the Guaranteeing Subsidiary is Any Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Note Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium and Additional Interest, if any, on the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 10. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in In the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such Guaranteeing Subsidiarytransaction) shall the Company or a Restricted Subsidiary of the Company, then the corporation acquiring the property will be released from and relieved of its Obligations any obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in the Note Guarantee; (b) In the event of an Asset Saleany 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; provided, in both cases, that the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 of the Indenturehereof. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 of the Indenturehereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released any Guarantor from its obligations under its Subsidiary Note Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenture. (bc) Upon the designation of any Restricted Subsidiary that is a Guaranteeing Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of the this Indenture, such Guaranteeing Subsidiary shall Guarantor will be released and relieved of its Obligations any obligations under its Subsidiary Guarantee and this Supplemental Indenture. Note Guarantee. (d) Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company Legal Defeasance or Covenant Defeasance in accordance with the provisions Article 8 hereof or satisfaction and discharge of the Indenturethis Indenture in accordance with Article 12 hereof, including without limitation Section 4.07 each Guarantor will be released and relieved of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations obligations under its Subsidiary Note Guarantee. (e) If a Guarantor ceases to be a Significant Restricted Subsidiary, such Guarantor will be released and relieved of any obligations under its Note Guarantee, but if and only if at that time such Guarantor is not a Guarantor under any Credit Facility. Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Note Guarantee shall as provided in this Section 11.06 will remain liable for the full amount of principal of of, premium on, if any, interest and interest on Special Interest, if any, on, the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the this Indenture as provided hereinin this Article 11. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in In the event of an Asset Sale, the Net Proceeds from such any sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary any Guarantor, by way of merger, consolidation or all of the Capital Stock of a Guaranteeing Subsidiaryotherwise, then the Guaranteeing Subsidiary (in the event of 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 Guaranteeing Subsidiarytransactions) Premier or a Restricted Subsidiary of Premier, 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 Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiaryGuarantor) shall will be released from and relieved of its Obligations any obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoGuarantee; provided PROVIDED that in the event of an Asset Sale, the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 of the Indenturehereof. Upon delivery by the Company Premier to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, Premier in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 of the Indenturehereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary any Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If Guarantee. (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in accordance with the Guaranteeing terms of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary is Guarantee. (c) Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of this Indenture in accordance with Article 12 hereof, each Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. (d) Any Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Guarantee as provided in this Section 11.05 will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 11. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with Each Subsidiary Guarantor will be released and relieved of any sale obligations under its Subsidiary Guarantee as set forth under Section 4.16(b) of assets (includingthis Indenture, if applicable, all of and the Capital Stock Subsidiary Guarantee of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall Subsidiary Guarantor will also be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary released immediately and automatically: (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary1) or the Person acquiring the property (in the event of a upon any sale or other disposition of all or substantially all of the properties or assets of such Guaranteeing Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided that in , if the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated does not violate Section 4.10 of this Indenture; (2) upon any sale or other disposition of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.10 of this Indenture and such Subsidiary Guarantor no longer qualifies as a Subsidiary of the Company as a result of such disposition; (3) upon designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.17 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance in accordance with Article Eight of this Indenture or satisfaction and discharge of this Indenture in accordance with Article Eleven of this Indenture; or (5) upon the provisions liquidation or dissolution of Section 4.10 such Subsidiary Guarantor, provided that no Default or Event of the Indenture. Default occurs as a result thereof or shall have occurred and is continuing. (b) Upon delivery by the Company to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to the release of such sale or other disposition was made by the Company or the Guaranteeing SubsidiarySubsidiary Guarantee, as the case may be, set forth in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenturehave been satisfied, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guaranteeing any Subsidiary Guarantor from its Obligations obligations under this Supplemental Indenture and its such Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Guarantee. (c) Any Subsidiary is Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Guarantee as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of such Guaranteeing any Subsidiary Guarantor under the this Indenture as provided in this Supplemental IndentureArticle Ten. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in In the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions any Disposition of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a Guaranteeing Subsidiary or Disposition of all of the Capital Stock of any Guarantor, in each case to a Guaranteeing SubsidiaryPerson that is not (either before or after giving effect to such transactions) the Company or a Restricted Subsidiary of the Company, then the Guaranteeing Subsidiary such Guarantor (in the event of a sale Disposition, by way of merger, consolidation or other disposition otherwise, of all of the Capital Stock of such Guaranteeing SubsidiaryGuarantor) or the Person acquiring the property (in the event of a sale or other disposition Disposition of all or substantially all of the assets of such Guaranteeing SubsidiaryGuarantor) shall will be released from and relieved of any obligations under its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoNote Guarantee; provided that in the event of an Asset Sale, the Net Proceeds from of such sale or other disposition Disposition are treated applied in accordance with the applicable provisions of Section 4.10 of the Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary from its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto. If the Guaranteeing Subsidiary is not released from its obligations under its Subsidiary Guarantee, it shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of such Guaranteeing Subsidiary under the Indenture as provided in this Supplemental Indenturehereof. (b) Upon the designation of a Guaranteeing Subsidiary any Guarantor as an Unrestricted Subsidiary in accordance with the terms of the this Indenture, such Guaranteeing Subsidiary shall Guarantor will be released and relieved of its Obligations any obligations under its Subsidiary Guarantee Note Guarantee. (c) Upon Legal Defeasance in accordance with Article VIII hereof or satisfaction and discharge of this Supplemental Indenture. Indenture in accordance with Article XI hereof, each Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) Upon delivery by the release of any Guarantor from its guarantee of, and all pledges and security interests granted in connection with, the Credit Agreement and any other Indebtedness of the Company or any Restricted Subsidiary of the Company, which result in the obligation of such Guarantor to guarantee the Notes, then such Guarantor will be released and relieved of any obligations under its Note Guarantee. (e) If any Guarantor ceases to be a Subsidiary of the Company as a result of any foreclosure of any pledge or security interest securing First Priority Lien Obligations, such Guarantor will be released and relieved of any obligations under its Note Guarantee, provided that the proceeds of such foreclosure have been applied in accordance with the provisions of this Indenture, the Security Documents and the Intercreditor Agreement. (f) Upon the release of any Guarantor from its Note Guarantee with the consent of the Holders of the requisite percentage of Notes in accordance with Article IX hereof, such Guarantor will be automatically released and relieved of any obligations under its Note Guarantee. At the Company's request and expense, the Trustee will execute and deliver any instrument evidencing the release of any Guarantor from its obligations under its Note Guarantee pursuant to clauses (a), (b), (c), (d), (e) and (f) of this Section 10.05; provided that, for any release of a Guarantor from its obligations under its Note Guarantee pursuant clause (a), the Company shall deliver to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary Disposition was made by the Company in accordance with the provisions of the this Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee4.10 hereof. Any Guaranteeing Subsidiary Guarantor not released from its Obligations obligations under its Subsidiary Note Guarantee shall as provided in this Section 10.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other Obligations obligations of any Guaranteeing Subsidiary Guarantor under the this Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under in this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.Article X.

Releases. (a) Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in In the event of an Asset Sale, the Net Proceeds from such any sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing any Subsidiary Guarantor, by way of merger, consolidation or all of the Capital Stock of a Guaranteeing Subsidiaryotherwise, then the Guaranteeing Subsidiary (in the event of 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 Guaranteeing Subsidiarytransactions) 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 Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guaranteeing SubsidiarySubsidiary Guarantor) shall will be released from and relieved of any obligations under its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoNote Guarantee; provided that in the event of an Asset Sale, the Net Proceeds from of such sale or other disposition are treated applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 of the Indenturehereof. Upon delivery by the Company to the Trustee of an Officers' ’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, limitation Section 4.10 of the Indenturehereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of the Guaranteeing Subsidiary any Guarantor from its Obligations obligations under its Note Guarantee. (b) Upon designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Supplemental Indenture, such Subsidiary 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 Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee. (d) If any Subsidiary Guarantor shall not guarantee any Indebtedness under any Credit Facility (other than if such Subsidiary Guarantor no longer guarantees any Indebtedness under any Credit Facility as a result of payment under any guarantee of any such Indebtedness by any Subsidiary Guarantor), such Subsidiary Guarantor will be released and relieved of any obligations under its Note Guarantee; provided, that a Subsidiary Guarantor shall not be permitted to be released from its Guarantee made pursuant heretoif it is an obligor with respect to Indebtedness that would not, under Section 4.09 hereof, be permitted to be incurred by a Restricted Subsidiary that is not a Guarantor. If the Guaranteeing Subsidiary is Any Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Note Guarantee as provided in this Section 11.05 will remain liable for the full amount of principal of and interest and premium and Special Interest, if any, on the Notes and for the other obligations of such Guaranteeing Subsidiary any Guarantor under the this Indenture as provided in this Supplemental IndentureArticle 11. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other Obligations of any Guaranteeing Subsidiary under the Indenture as provided herein. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.

Releases. The Guarantee of any Guarantor, and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be automatically released: (a) Concurrently in connection with any sale of assets (including, if applicable, all of the Capital Stock of a Guaranteeing Subsidiary), all Liens, if any, in favor of the Trustee in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 of the Indenture. If the assets sold in such sale or other disposition include all or substantially all of the assets of a Guaranteeing Subsidiary or all of the Capital Stock of a Guaranteeing Subsidiary, then the Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of a Guarantor (including by way of merger or consolidation) to such Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant hereto; provided Person that in is not the event of an Asset Sale, Company or a Guarantor if the Net Proceeds from such sale or other disposition are treated in accordance with Disposition does not violate Section 4.11 and the other provisions of Section 4.10 this Indenture; (b) upon the liquidation or dissolution of such Guarantor following the transfer of all of its assets to the Company or another Guarantor as permitted hereunder. If the Guarantee of any Guarantor or all or substantially all of the assets of a Guarantor or the Capital Stock of any Guarantor are sold or disposed of in the manner described in clauses (a) or (b) above, and such Guarantor (or as the context may require, Collateral) is released, the Company shall deliver to the Trustee and Collateral Agent an Officers’ Certificate stating and certifying the identity of the released Guarantor (any/or the applicable Collateral), the basis for release in reasonable detail and that such release complies with this Indenture. Upon delivery by the Company to the Trustee and Collateral Agent of an Officers' ’ Certificate and an Opinion of Counsel to the effect that the conditions of any of clauses (a) or (b) of this Section 13.05 have been met with respect to a Guarantor (or such sale or other disposition was made by the Company or the Guaranteeing Subsidiary, as the case may be, Collateral) in accordance with the provisions of the Indenture and this Supplemental Indenture, including without limitation, Section 4.10 of the Indenture, the Trustee shall and Collateral Agent, as applicable, will execute any documents reasonably required requested that are necessary or advisable in order to evidence the release of the Guaranteeing Subsidiary such Guarantor from its Obligations obligations under this Supplemental Indenture and its Subsidiary Guarantee made pursuant heretoand/or the applicable Note Security Documents. If the Guaranteeing Subsidiary is Any Guarantor not released from its obligations under its Subsidiary Guarantee, it shall Guarantee as provided in this Section 13.05 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations (including the Note Obligations) of such Guaranteeing Subsidiary any Guarantor under the this Indenture as provided in this Supplemental Indenture. (b) Upon the designation of a Guaranteeing Subsidiary as an Unrestricted Subsidiary in accordance with the terms of the Indenture, such Guaranteeing Subsidiary shall be released and relieved of its Obligations under its Subsidiary Guarantee and this Supplemental Indenture. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such designation of such Guaranteeing Subsidiary as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.07 of the Indenture, the Trustee shall execute any documents reasonably required in order to evidence Article 13 notwithstanding the release of such Guaranteeing Subsidiary from its Obligations under its Subsidiary Guarantee. Any Guaranteeing Subsidiary not released from its Obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the any other Obligations of any Guaranteeing Subsidiary under the Indenture as provided hereinGuarantor. (c) Each Guaranteeing Subsidiary shall be released and relieved of its obligations under this Supplemental Indenture in accordance with, and subject to, Section 4.18 of the Indenture.