Common use of Release of Collateral Clause in Contracts

Release of Collateral. (a) Holdings, the Issuer and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.

Release of Collateral. Provided all indebtedness secured hereunder (aother than payments not yet due and payable under the Note) Holdingsshall at the time have been paid in full and there does not otherwise exist any event of default under Paragraph 10, the Issuer Pledged Shares, together with any additional Collateral which may hereafter be pledged and deposited hereunder, shall be released from pledge and returned to Pledgor in accordance with the Guarantors will be entitled following provisions: (i) Upon payment or prepayment of principal under the Note, together with payment of all accrued interest to date on the releases of property and other assets included in the Collateral from the Liens securing the Notesprincipal amount so paid or prepaid, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the Pledged Shares held as Collateral hereunder shall (subject to the applicable limitations of Paragraphs 9(iii) and 9(v) below) be released at the time of such payment or prepayment. The number of the shares to be so released shall be equal to the number obtained by multiplying (i) the total number of Pledged Shares held under this Agreement at the time of the payment or prepayment, by (ii) a fraction, the numerator of which shall be the amount of the principal paid or prepaid and the denominator of which shall be the unpaid principal balance of the Note immediately prior to such payment or prepayment. In no event, however, shall any fractional shares be released. (ii) Any additional Collateral which may hereafter be pledged and deposited with the Corporation (pursuant to the requirements of Paragraph 3) with respect to the Pledged Shares shall be released at the same time the particular shares of Common Stock to which the additional Collateral relates are to be released in accordance with the applicable provisions of Paragraph 9(i) or 9(vi). (iii) Under no circumstances, however, shall any Pledged Shares or any other Collateral be released if previously applied to the payment of any indebtedness secured hereunder. In addition, in no event shall any Pledged Shares or other Collateral be released pursuant to the provisions of Paragraph 9(i), 9(ii) or 9(vi) if, and to the extent, the fair market value of the Common Stock and all other Collateral which would otherwise remain in pledge hereunder after such release were effected would be less than the unpaid principal and accrued interest under the Note. (iv) For all valuation purposes under this Agreement, the fair market value per share of Common Stock on any relevant date shall be determined in accordance with the following circumstancesprovisions: (1A) to enable If the sale Common Stock is at the time traded on the Nasdaq National Market, the fair market value shall be the average of the high and low selling prices per share of Common Stock on the date in question, as such prices are reported by the National Association of Securities Dealers on the Nasdaq National Market. If there is no average of the high and low selling prices for the Common Stock on the date in question, then the average of the high and low selling prices on the last preceding date for which such quotation exists shall be determinative of fair market value. (B) If the Common Stock is at the time listed on the American Stock Exchange or other disposition the New York Stock Exchange, then the fair market value shall be the average of the high and low selling prices selling prices per share of Common Stock on the date in question on the securities exchange serving as the primary market for the Common Stock, as such prices are officially quoted in the composite tape of transactions on such exchange. If there is no average of the high and low selling prices of Common Stock on such exchange on the date in question, then the fair market value shall be the average of the high and low selling prices on the exchange on the last preceding date for which such quotation exists. (C) If the Common Stock is at the time neither listed on any securities exchange nor traded on the Nasdaq National Market, the fair market value shall be determined by the Corporation's Board of Directors after taking into account such factors as the Board shall deem appropriate. (v) So long as the Collateral is in whole or in part comprised of "margin stock" within the meaning of Section 221.2 of Regulation U of the Federal Reserve Board, then no Collateral shall be substituted for any Collateral under the provisions of Paragraph 6(i) or be released under Paragraph 9(i), 9(ii) or 9(vi), unless there is compliance with each of the following additional requirements: (A) The substitution or release must not increase the amount by which the indebtedness secured hereunder at the time of such property substitution or assets, including Capital Stock release exceeds the maximum loan value (other than as defined below) of the Collateral immediately prior to such substitution or release. (B) The substitution or release must not cause the Issuer amount of indebtedness secured hereunder at the time of such substitution or a Guarantorrelease to exceed the maximum loan value of the Collateral remaining after such substitution or release is effected. (C) For purposes of this Paragraph 9(v), the maximum loan value of each item of Collateral shall be determined on the day the substitution or release is to the extent not prohibited under Section 4.10 hereof; (2) be effected and shall, in the case of a Guarantor that is released from its Note Guaranteethe shares of Common Stock and any additional Collateral (other than margin stock), equal the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent good faith loan value thereof (as defined in Section 221.2 of Regulation U) and shall, in the Pari Passu Intercreditor Agreement case of all margin stock (other than the Common Stock), equal fifty percent (50%) under of the Pari Passu Intercreditor Agreement (except with respect to the proceeds current market value of such sale, transfer or disposition)margin stock. (cvi) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full Compensation Committee of the principal ofCorporation's Board of Directors shall have the discretion, together with accrued exercisable upon such terms and unpaid interest onconditions as the Compensation Committee deems advisable, to authorize the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, release of one or more shares of Common Stock from pledge hereunder in the Note Guarantees and event the maximum loan value of the Collateral Documents that are due and payable pledged hereunder (as such value is determined pursuant to subparagraph 9(v)(C)) should substantially exceed the outstanding indebtedness at or prior to the time secured hereunder. Any such principalrelease of the pledged shares of Common Stock shall, together however, be effected in compliance with accrued and unpaid interest, is paid, (ii) satisfaction and discharge the requirements of this Indenture as set forth under Article 11 or subparaphs (iii) a Legal Defeasance or Covenant Defeasance under and (v) of this Indenture as described under Article 8 hereofParagraph 9. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.

Release of Collateral. (a) HoldingsSubject to subsection (b) of this Section 12.03, the Issuer and the Guarantors will Collateral may be entitled to the releases of property and other assets included in the Collateral released from the Liens securing Lien and security interest created by the Notes, and pursuant Security Documents at any time or from time to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstancestime: (1i) in accordance with the provisions of the Security Documents and the Intercreditor Agreement or (ii) upon the request of the Company pursuant to an Officers' Certificate certifying that all conditions precedent under the Indenture have been met, then (at the sole cost and expense of the Company) the Collateral Agent shall release (or cause to be released) Collateral: (A) to enable the sale Company to consummate asset dispositions permitted or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; 4.06; (2B) if the Company provides substitute Collateral with at least an equivalent fair value, as determined in good faith by the case Board of Directors of the Company; (C) if any Subsidiary that is a Guarantor that is released from its Note Guarantee, Guarantee in accordance with the release terms of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; , that Subsidiary's assets will also be released; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7D) as described under Article 9 hereof. IX; or (bE) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon VIII. Upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and such Officers' Certificate, the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, promptly execute, deliver or acknowledge (any necessary or proper instruments of termination, satisfaction or release, prepared by the Company at the Issuer’s expense) such instruments or releases expense of the Company, to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or Indenture, the Collateral Security Documents or the Intercreditor AgreementsAgreement. (b) At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Securities has been accelerated (whether by declaration or otherwise), no release of Collateral pursuant to the provisions of the Security Documents will be effective as against the Securityholders. (c) The release of any Collateral from the terms of this Indenture, the Security Documents and the Intercreditor Agreement shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms of the Security Documents, this Indenture and the Intercreditor Agreement. Neither To the Trustee nor extent applicable, the Notes Collateral Agent Company shall cause TIA Section 313(b), relating to reports, and TIA Section 314(d), relating to the release of property or securities from the Lien and security interest of the Security Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Security Documents, to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate an independent engineer, appraiser or Opinion of Counsel, and notwithstanding any term hereof other expert selected or in any Collateral Document or in the Intercreditor Agreements to the contrary, approved by the Trustee and the Notes Collateral Agent shall not in the exercise of reasonable care. Such certificates or opinions will be under any obligation subject to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselTIA Section 314(e).

Release of Collateral. (aA) Holdings, the Issuer and the Guarantors will be entitled Subject to the releases terms of property the Intercreditor Agreement and other assets included in the Collateral from to Section 11.05(D), the Liens securing the Notes, Obligations on the applicable Collateral shall be automatically terminated and pursuant to the Collateral Documents, the Liens will automatically be released, under released without further action by any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock party (other than to satisfaction of any requirements in the Issuer Notes Security Documents, if any), in whole or in part, as the case may be: (i) upon any disposition of any portion of Collateral in accordance with a disposition permitted under the terms of any Priority Lien Debt Document; provided that Liens on such Collateral under any Priority Lien Debt Document are also released under any such Priority Lien Debt Document substantially concurrently; (ii) upon the full and final payment and performance of all Obligations of the Company Indenture Parties under the Indenture Documents or the satisfaction and discharge of this Indenture and the other Indenture Documents in accordance with Article 9; (iii) as described under Section 8.03; (iv) if the Collateral is owned by a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case upon release of a such Guarantor that is released from its Note Guarantee, the release Subsidiary Guarantee of the property Obligations in accordance with the provisions hereof and assets the terms of such Guarantor; the Intercreditor Agreement and/or the Priority Lien Debt Document; (3v) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Priority Lien Secured Obligations are released by the First Lien Notes Collateral Trustees (other than a discharge or release by or as a result of payment under such guarantee after the occurrence of a payment default or acceleration thereunder (it being understood that a release subject to a contingent reinstatement is still a release)), upon release of such Liens and (vi) pursuant to the Intercreditor Agreement and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition)Notes Security Documents. (cB) The security interests Without the necessity of any consent of or notice to the Trustee or any Holder of the Notes, any Company Indenture Party may request and instruct the Collateral Trustee to, on behalf of each Holder of Notes, (i) execute and deliver to any Company Indenture Party, as the case may be, for the benefit of any Person, such release documents as may be reasonably requested, of all or any Liens held by the Collateral Trustee in all any Collateral securing the Notes also will be released upon Obligations, and (iii) payment deliver any such assets in full the possession of the principal ofCollateral Trustee to any Company Indenture Party, together as the case may be; and Collateral Trustee shall as soon as practicable take such actions provided that any such release complies with accrued and unpaid interest on, is expressly permitted in accordance with the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under terms of this Indenture, the Note Guarantees Notes Security Documents and the Collateral Documents that are due Intercreditor Agreement and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of accompanied by an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture Counsel. (C) The release of any Collateral from the Liens securing the Obligations or the release of, in whole or in part, the Liens securing the Obligations created by any of the Notes Security Documents will not be deemed to impair the Liens securing the Obligations in contravention of the provisions hereof if and to the extent the Collateral or the Liens securing the Obligations are released pursuant to the terms of this Indenture, the applicable Notes Security Documents and the Intercreditor AgreementsAgreement. Each of the Holders of the Notes acknowledges that a release of Collateral or Liens securing the Obligations strictly in accordance with the terms of this Indenture, as applicable, the Notes Security Documents and the Intercreditor Agreement will not be deemed for any purpose to be an impairment of the Notes Security Documents or otherwise contrary to the terms of this Indenture. (D) The Company shall furnish to the Collateral Trustee and the Trustee on or prior to any proposed releases of Collateral an Officer’s Certificate certifying and an Opinion of Counsel stating that all requirements relating to such release have been met complied with and that it is proper for such release has been authorized by, permitted by and made in accordance with the provisions of this Indenture, the relevant Notes Security Documents and the Intercreditor Agreement. No release of the Collateral shall be effective against the Collateral Trustee, the Trustee or Notes Collateral Agent the Holders until the Company has delivered to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Trustee the Officer’s Certificate and the Opinion of CounselCounsel required under this ‎Section 11.05.

Release of Collateral. (a) HoldingsSubject to the payment of its fees and expenses pursuant to Section 6.07, the Issuer Indenture Trustee may, and when required by the Guarantors will provisions of this Indenture or the Sale and Servicing Agreement shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article shall be entitled bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the releases application of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereofmoneys. (b) The first priority Liens on Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have been paid, [and all sums due to the [Swap][Cap] Counterparty have been paid pursuant to the Interest Rate [Swap][Cap] Agreement,] release any remaining portion of the Collateral securing that secured the Notes and from the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge lien of this Indenture as set forth under Article 11 and release to the Issuer or (iii) a Legal Defeasance or Covenant Defeasance under any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture as described under Article 8 hereof. (dpursuant to this Section 8.04(b) With respect to any release of Collateral, only upon receipt of an Issuer Request accompanied by an Officer’s Certificate and Certificate, an Opinion of Counsel each stating that (which Opinion of Counsel shall state that, in the opinion of such counsel, all such conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, if any, have been complied with), and any instruments of termination, satisfaction, discharge or release prepared (if required by the Issuer, TIA as so stated in the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, ) Independent Certificates in accordance with TIA §§314(c) and notwithstanding any term hereof or in any Collateral Document or in 314(d)(1) meeting the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument applicable requirements of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselSection 11.01.

Release of Collateral. (a) Holdings, the The Issuer and the Guarantors will be entitled to the releases release of property and other assets included in the constituting Collateral from the Liens securing the Notes, Notes and pursuant to the Collateral Documents, the Liens will automatically be released, Guarantees under any one or more of the following circumstances: (1) to enable the sale Issuer or any Guarantor to consummate the sale, transfer, or other disposition of such property or assets, including Capital Stock (Collateral to any Person other than to the Issuer or a Guarantor), to the extent such sale, transfer or other disposition is not prohibited under by Section 4.10 hereof4.10; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of with respect to the property and other assets of such Guarantor, upon the release of such Guarantor from its Guarantee; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset,” (including such assets that become upon it becoming an Excluded Assets upon being subject to certain Permitted Liens)Asset in accordance with a transaction not prohibited by this Indenture; (64) upon in accordance with the achievement second paragraph under Section 4.12; (5) as required pursuant to the terms of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Dateany Equal Priority Intercreditor Agreement or any Junior Priority Intercreditor Agreement; or (76) as described under Article 9 hereof. (b) IX. The first priority Liens on the Collateral securing the Notes and the Note related Guarantees also shall also terminate automatically, without the need for any further action by any Person, be terminated and be released automatically in connection with a salereleased, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) upon payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) Obligations in respect of the Notes under this Indenture, the Note related Guarantees and the Collateral Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is are paid, other than any contingent obligations not yet due or payable or (ii) satisfaction and discharge of this Indenture as set forth under Article 11 upon a legal defeasance or (iii) a Legal Defeasance or Covenant Defeasance covenant defeasance with respect to the Notes under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee VIII or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release a satisfaction and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor with respect to the Notes Collateral Agent shall be liable for as described under Article XI, in each case other than any such release undertaken in reliance upon any such Officer’s Certificate contingent obligations (including contingent indemnity obligations not yet due or Opinion payable). Upon the written request of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contraryIssuer, the Trustee and the Notes Collateral Agent shall not evidence such release by an instrument which may be under executed by the Trustee and the Notes Collateral Agent without the consent of any obligation to Holder. In connection with any release any such Lien and security interestof Liens on Collateral that requires execution by the Notes Collateral Agent, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such the Notes Collateral Agent shall receive an Officer’s Certificate and an Opinion of Counsel, upon which it may conclusively rely without liability, stating that such release is permitted by this Indenture and the Security Documents.

Release of Collateral. (a) HoldingsSubject to the First Lien Intercreditor Agreement, the Issuer and the Guarantors will be entitled to the releases of property and other assets included security interests in the Collateral from for the Liens securing benefit of the Notes, and pursuant to the Collateral Documents, the Liens will automatically Notes shall be released, under any one or more of the following circumstances: (1) upon payment in full of principal, interest and all other Obligations on the Notes issued under this Indenture or discharge or defeasance thereof; (2) [reserved]; (3) to enable the sale Issuers or other a Guarantor to consummate the disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), assets to the extent not prohibited under Section 4.10 hereof3.5; (24) in the case of property or assets of a Guarantor that is released from its Note GuaranteeGuarantee with respect to the Notes, including pursuant to Section 10.2(b), upon the release of the property and assets Note Guarantee of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens)[reserved]; (6) upon in the achievement circumstances set forth in clauses (2) and (14) of Investment Grade Status Section 9.1 and or as set forth in the fourth paragraph of Section 9.2; (7) by the Notes; provided that such Trustee or Collateral shall be reinstated upon Agent, acting on the Reversion Dateinstructions of the Applicable Representative in accordance with the terms of the First Lien Intercreditor Agreement (other than releases of all or substantially all of the Collateral); or (7) as described 8) upon a Legal Defeasance under Article 9 hereofSection 8.2 or a Covenant Defeasance under Section 8.3. (b) The first In order to secure new Indebtedness (where such Indebtedness is permitted under this Indenture and the Lien securing such Indebtedness is a Permitted Lien that is entitled to rank equal with, in priority to or behind the security interests on the Collateral, as applicable), on the date on which such new Indebtedness is incurred, and subject to no Default having occurred and being continuing, the Trustee or Collateral Agent for the Notes, as applicable, is authorized by the Trustee and the Holders to, and shall, at the request of the Issuers or the Company, release the security interests in the Collateral and will, simultaneously with the grant of Liens in respect of the new Indebtedness, retake such security interests in the Collateral; provided, however, that all holders of Liens on behalf of other Indebtedness or obligations secured by such Collateral concurrently release and (if applicable) retake the security interests in the same manner; provided further, however, that following such release and retaking the security interests in the Collateral securing the Notes are not subject to any new hardening period or limitation (excluding any such hardening period or limitation that existed prior to such release and the Note Guarantees shall retaking) which is not also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect applicable to the proceeds Lien granted in favor of the new Indebtedness and any such saleother Indebtedness or obligations (it being understood that the new Indebtedness and such other Indebtedness and obligations may be subject to longer or more onerous hardening periods or limitations) or the Trustee shall have received a solvency opinion from an Independent Financial Advisor satisfactory to the Trustee confirming the solvency of the Company and its Subsidiaries, transfer or disposition)taken as a whole, after giving effect to any transactions related to such release and retaking. (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof[Reserved]. (d) With respect Upon certification by the Issuers and at the sole cost and expense of the Issuers, each of the Trustee and the Collateral Agent shall execute all documents reasonably requested of it to effectuate any release in accordance with these provisions, subject to customary protections and indemnifications. The Collateral Agent or the Trustee, as applicable, at the instruction of and at the cost of the Issuers or the Applicable Representative (as applicable), will agree to any release of Collateralthe Liens on the Collateral created by the Security Documents that is in accordance with this Indenture and the First Lien Intercreditor Agreement without requiring any consent of the Holders, in reliance upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating and Officers’ Certificate to that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested effect delivered by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselIssuers.

Release of Collateral. (a) HoldingsNotwithstanding any other provision of this Agreement or the Guarantee and Collateral Agreement, the Issuer all Collateral owned by Tahoe Joe’s and the Guarantors will held under any Security Document shall be entitled to the releases of property and other assets included in the Collateral released from the Liens securing created thereunder, without representation, warranty or recourse of any nature, on a Business Day specified by the NotesBorrower (the “Release Date”), and pursuant the provisions of Section 5.06 and 5.09, insofar as they relate to the Collateral Documentssuch Collateral, the Liens will automatically shall cease to be releasedof any force and effect, under any one or more upon satisfaction of the following circumstances: conditions precedent: (1i) to enable the sale or other disposition of such property or assets, including Capital Stock (other than Borrower shall have given written notice to the Issuer Administrative Agent at least five Business Days’ (or such shorter period as shall be acceptable to the Administrative Agent) prior to the Release Date, specifying the proposed Release Date; (ii) as of the Release Date, a Qualified Tahoe Joe’s Equity Offering, a Tahoe Joe’s Distribution or a Guarantor)Tahoe Joe’s Sale, to the extent not prohibited under Section 4.10 hereof; (2) in as the case may be, shall have been consummated; (iii) no Default or Event of a Guarantor that is released from its Note GuaranteeDefault shall have occurred and be continuing as of the Release Date; and (iv) on the Release Date, the release Collateral Agent shall have received a certificate, dated the Release Date and executed on behalf of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or Borrower by a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation Financial Officer of the issuer Borrower, confirming the satisfaction of that Capital Stock that is not prohibited by this Indenture; the conditions precedent set forth in clauses (5ii) with respect to any Collateral that becomes an “Excluded Asset” and (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6iii) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereofabove. (b) The first priority Liens on Upon the release of Collateral securing the Notes and the Note Guarantees owned by Tahoe Joe’s pursuant to paragraph (a) above, Tahoe Joe’s shall also terminate and automatically (x) be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) from its Guarantee under the Pari Passu Intercreditor Guarantee and Collateral Agreement and cease to be a Subsidiary Guarantor and (except with respect y) be deemed not to be a Subsidiary of the proceeds Borrower or a Loan Party for purposes of such sale, transfer or disposition)the Loan Documents. (c) The security interests in all Collateral securing Subject to the Notes also will be released upon (i) payment in full satisfaction of the principal ofconditions set forth in paragraph (a) above, together with accrued and unpaid interest onon or after the Release Date, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this IndentureLenders hereby expressly authorize the Collateral Agent to, the Note Guarantees and the Collateral Documents that are due Agent hereby agrees to, execute and payable at or prior deliver to the time Borrower all such principalfinancing statements, together with accrued agreements, instruments and unpaid interestdocuments as the Borrower may reasonably request to effectuate, is paid, (ii) satisfaction evidence or confirm the release of Collateral provided for in this Section 9.17. Any execution and discharge delivery of documents pursuant to this Indenture as set forth under Article 11 Section 9.17 shall be without recourse to or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereofwarranty by the Collateral Agent. (d) With respect to any release Without limiting the provisions of CollateralSection 9.05, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture the Borrower shall reimburse the Administrative Agent, the Collateral Agent and the Collateral Documents Lenders upon demand for all costs and expenses, including the Intercreditor Agreementsfees, as applicablecharges and disbursements of counsel, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested incurred by the Issuer any of them in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared action contemplated by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselSection 9.17.

Release of Collateral. The Collateral Trustee’s Liens upon the Collateral will no longer secure the Notes and Guarantees outstanding under this Indenture or any other Obligations under this Indenture (a) Holdingsincluding the Note Obligations), the Issuer and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more right of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release Holders of the property Notes and assets of such Guarantor; Obligations (3including the Note Obligations) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation benefits and proceeds of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Trustee’s Liens on the Collateral securing the Notes and the Note Guarantees shall also will automatically terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition).discharged: (c) The security interests in all Collateral securing the Notes also will be released upon (i) in whole, as to all property subject to such Liens which has been taken by eminent domain, condemnation or other similar circumstances; (ii) in whole, as to all property subject to such Liens, upon: payment or satisfaction in full in cash of the principal of, together with accrued and unpaid interest onand premium, if any, and such other amounts due on the Notes and the payment in full in cash of all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at Obligations; or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under in Article 11 or 3 hereof; (iii) in part, as to any property that (A) is sold, transferred or otherwise disposed of by the Company or one of the Guarantors in a Legal Defeasance transaction permitted under Section 4.10 and not otherwise prohibited by this Indenture, at the time of such Disposition, to the extent of the interest Disposed of; provided, in each case, that any products or Covenant Defeasance under proceeds received by the Company or a Guarantor in respect of any such Collateral shall continue to constitute Collateral to the extent required by this Indenture as described under Article 8 hereof.and the Note Security Documents, or (B) is owned or at any time acquired by a Guarantor that has been released from its Guarantee (and any guarantee of other Note Obligations), concurrently with the release of such Guarantee (and any guarantee of other Note Obligations); (div) With respect as to any release property that constitutes all or substantially all of Collateralthe Collateral securing the Note Obligations, upon with the consent of a majority of the Holders (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes); or (v) as to property that constitutes less than all or substantially all of the Collateral securing the Note Obligations, with the consent of a majority of the Holders (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, purchase of, the Notes). Upon receipt of an Officer’s Officers’ Certificate and an Opinion of Counsel each stating certifying that all conditions precedent and covenants under this Indenture and Indenture, including the Collateral Documents and the Intercreditor Agreementsspecific conditions precedent set forth in any of sub-paragraphs (i) through (v) above, as applicable, and the Transaction Documents, if any, relating to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such releasecomplied with, and any necessary or proper instruments of termination, satisfaction, discharge satisfaction or release prepared by the IssuerCompany and satisfactory to the Trustee and Collateral Trustee, the Trustee shall, or shall cause the Notes Collateral Agent Trustee to, execute, deliver or acknowledge (at the IssuerCompany’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor AgreementsTransaction Documents. Neither the Trustee nor the Notes Collateral Agent Trustee shall be liable for any such release undertaken in good faith in reliance upon any such Officer’s Officers’ Certificate or and Opinion of Counsel, ; and notwithstanding any term hereof or in any Collateral Transaction Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent Trustee shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge satisfaction or termination, unless and until it receives such Officer’s Officers’ Certificate and Opinion of Counsel.

Release of Collateral. (a) HoldingsSubject to subsections (b), (c), (d), (e), (f), (g) and (h) of this Section 11.03, Collateral may be released from the Issuer Lien and the Guarantors will be entitled to the releases of property and other assets included in security interest created by the Collateral Documents at any time or from time to time at the Liens securing the Notes, sole cost and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more expense of the following circumstances: Issuers (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6x) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together Securities in accordance with accrued the terms thereof and unpaid interest on, the Notes of this Indenture and all other obligations (other than contingent indemnity obligations not Obligations of the Issuers and the Subsidiary Guarantors then due and payable) owing under this Indenture, the Note Guarantees Securities and the Collateral Documents that are due Documents, including any defeasance pursuant to Section 8.01 and payable at or prior (y) the delivery to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge Trustee of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that such release of the Collateral is authorized and permitted by this Section 11.03 and the applicable Collateral Documents and that all conditions precedent under to such release contained in this Indenture and the Collateral Documents have been satisfied. Upon compliance with the above provisions and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments provisions of termination, satisfaction, discharge or release prepared by the IssuerSection 12.04 hereof, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such any necessary or proper instruments or releases termination, satisfaction or release provided by or on behalf of the Issuers to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents. (1) The Trustee shall release the Lien and security interest created by the Collateral Documents from each Pledged Vacation Ownership Interest covered thereby at the time of the transfer of title to such Pledged Vacation Ownership Interest (a "Transfer") by an Issuer or Subsidiary Guarantor upon receipt of an Officer's Certificate stating that the following conditions have been met with respect to such Transfer: (A) The Transfer must be pursuant to a written agreement (a "Purchase Agreement") providing for the purchase and sale of one or more Pledged Vacation Ownership Interests (any Pledged Vacation Ownership Interest which is the subject of a Purchase Agreement is referred to in this Section 11.03 as a "Sold Interest"). (B) The Transfer must be in the ordinary course of business. (C) The Transfer must be to a Person who is not an Affiliate of the Issuers or the Intercreditor Agreements. Neither Subsidiary Guarantors. (2) The releases described in subsection 11.03(b)(1) above ("Partial Releases") shall be effectuated (a) if the sale of the Pledged Vacation Ownership Interest is effectuated by a deed or other real property conveyance (a "Deeded Interest"), pursuant to an instrument prepared by the Issuers or such Subsidiary Guarantor which shall specifically recite that the partial release of the Mortgage on the sold Pledged Vacation Ownership Interest shall not otherwise affect or impair the Liens created by the Collateral Documents on any other Pledged Vacation Ownership Interests encumbered thereby, or (b) if sale of the Pledged Vacation Ownership Interest is effectuated by a transfer of a Club Membership Interest, automatically pursuant to the terms of the related Club Security Agreement upon compliance by the Issuer or the transferring Subsidiary Guarantor with the terms of Section 11.03(b)(1) hereof, except for the requirement to deliver an Officer's Certificate to the Trustee. (3) In order to facilitate Partial Releases of Sold Interests which are Deeded Interests, the Trustee nor from time to time shall, upon written request of the Notes Collateral Issuers or a Subsidiary Guarantor, execute, acknowledge, and deliver powers of attorney in the form provided by the Issuers (each, a "Power of Attorney"), which form shall conform substantially to Exhibit I-1 annexed hereto, appointing such title company or title agency (each, an "Agent") as is designated by the Issuers or a Subsidiary Guarantor which owns the real property of which any Sold Interest which is a Deeded Interest is a part as the Trustee's attorney-in-fact for the purpose of executing, acknowledging and delivering Partial Releases of such Sold Interests. Each Power of Attorney shall be delivered by the Trustee to the Agent within five days of the Issuers' or Subsidiary Guarantor's request therefor, and shall be delivered with written authorization prepared by the Issuers and executed and delivered by the Trustee to the Agent to record the Power of Attorney and to execute Partial Releases pursuant thereto in connection with the Transfers of Sold Interests which are Deeded Interests upon receipt by such Agent of the Officer's Certificate described in subsection 11.03(b)(1) above. Each Power of Attorney by its terms shall be revocable only by the recording in the county in which the Power of Attorney is recorded of an instrument executed by the Trustee specifically revoking the Power of Attorney. The Trustee shall revoke each Power of Attorney promptly after obtaining knowledge of the occurrence and continuance of an Event of Default; PROVIDED, that if an Event of Default is no longer continuing, the Trustee may execute new Powers of Attorney in accordance with this clause (3). The Trustee shall revoke a Power of Attorney promptly after obtaining knowledge that the Agent thereunder has failed to comply with its obligations hereunder as assigned pursuant to such Power of Attorney; PROVIDED, that if a Power of Attorney is so revoked, the Trustee may execute a new Power of Attorney in accordance with this clause (3); PROVIDED, FURTHER, that no Agent as to whom a Power of Attorney has been revoked may thereafter be appointed as an Agent. (4) Notwithstanding the revocation of a Power of Attorney by the Trustee as permitted in subsection 11.03(b)(3) above, the Trustee shall deliver or cause to be delivered Partial Releases with respect to Transfers of Sold Interests which are Deeded Interests pursuant to Purchase Agreements entered into prior to the occurrence of an Event of Default. (5) In connection with any release of Liens on a Pledged Vacation Ownership Interest by an Agent with respect to Deeded Interests pursuant to subsection 11.03(b), the Issuers or the applicable Subsidiary Guarantor shall deliver or cause to be delivered to such Agent any certificates, opinions of counsel or other documents or instruments required to be delivered to the Trustee under applicable law. The Issuers or the applicable Subsidiary Guarantor shall then cause such Agent to deliver to the Trustee originals or photostatic copies of each of the documents relating to such release, including any such certificates or opinions of counsel, as promptly as is reasonably practicable. (6) In connection with any Partial Release, the Trustee and, if applicable, any Agent shall not be liable for required to obtain any other certificates, opinions of counsel or other documents and instruments except such as are specifically required by subsection 11.03(b). (c) In the event that (i) real property is acquired and/or developed with Indebtedness Incurred under an A&D Facility, (ii) the lender or lenders thereunder requires the Indebtedness under such A&D Facility to be secured by a first priority Lien on such real property and (iii) such property is not subject to a Mortgage in favor of the Trustee, the provisions of Section 11.01(b) requiring that a Mortgage on such property be granted to the Trustee shall, subject to Section 11.03(e), not apply. (d) In the event that the Trustee is furnished with an Officer's Certificate certifying that (i) real property is to be acquired and/or developed with Indebtedness Incurred under an A&D Facility, (ii) the lender or lenders thereunder require the Indebtedness under such A&D Facility to be secured by a first priority Lien on such real property and (iii) such property is already subject to a Mortgage in favor of the Trustee, the Trustee shall, upon receipt of an Opinion of Counsel to the effect set forth in clause (a)(y) above, release undertaken such Mortgage to the extent required by such lender or lenders in reliance upon any accordance with instructions set forth in such Officer’s 's Certificate. (e) Upon the repayment in full of any A&D Facility secured by a Lien, the Issuers or the applicable Subsidiary Guarantor will promptly cause such Lien to be removed and shall grant to the Trustee a Mortgage in accordance with Section 11.01(b). (f) Notwithstanding any other provisions of this Section 11.03, absent the occurrence and continuance of an Event of Default, Collateral in the Cash Collateral Account (as defined in the Security Agreement) may be released solely in accordance with the terms of the Security Agreement. (g) In order to facilitate the sale of Pledged Vacation Ownership Interests, the Trustee shall subordinate the Collateral Documents encumbering any real property to the documents or instruments creating time share interest therein (the "Time Share Documents") as permitted by the terms of the Collateral Documents, whereupon the Collateral Documents shall be subject and subordinate to the Time Share Documents and the provisions therein dealing with insurance and the use and application of insurance and condemnation proceeds. Before taking any actions required pursuant to this subsection 11.03(g), the Trustee shall be entitled to receive an Officer's Certificate setting forth the actions that the Trustee is to take and an Opinion of Counsel to the effect that such actions are permitted by applicable law and by the terms of the Indenture and the Collateral Documents. (h) In order to facilitate the sale of Pledged Vacation Ownership Interests which are or are to become Club Membership Interests, the Trustee, within five Business Days following request, shall execute and return to the Issuers a release of the Lien of the Mortgage encumbering any real or personal property conveyed to the Vacation Club ("Transferred Property") pursuant to Partial Releases upon prior or concurrent satisfaction of the following conditions: (1) The Transferred Property conveyed to the Vacation Club which consists of real property must consist of parcels or units of real property which lawfully may be conveyed separately from any real property not being transferred to the Vacation Club. (2) The Transferred Property conveyed to the Vacation Club which consists of real property must be subjected, by means of an instrument filed in the real property records in the county and state in which such real property is located, to a declaration or other instrument which subjects such real property to a time share regime pursuant to which the Vacation Ownership Interests therein are evidenced by Club Membership Interests. (3) The Subsidiary Guarantor transferring the Transferred Property to the Vacation Club must retain, or simultaneously receive from the Vacation Club, ownership of all Club Membership Interests allocable to such Transferred Property. (4) The Club Membership Interests allocable to the Transferred Property must be subject to, or subjected to, a Club Security Agreement which creates a security interest therein, subject only to (A) Permitted Liens, (B) to Liens subsequently arising in favor or the Vacation Club for non-payment of future assessments and fees with respect to such Club Membership Interests, (C) Liens which, in the aggregate, would not have a materially adverse effect upon the ability of the Subsidiary Guarantor to sell the Club Membership Interests owned by it to purchasers in the ordinary course of business as provided in Section 11.03(b)(1), and (D) Liens which are being contested by the Subsidiary Guarantor or the Vacation Club in good faith. (5) The Trustee shall have been provided with copies of UCC/Tax Lien/Litigation search results, current as of a date not more than 30 days earlier than the date of conveyance of the Transferred Property to the Vacation Club, conducted in the names of the transferring Subsidiary Guarantor and the Vacation Club (such searches shall be conducted in the county and state in which the Transferred Property is located and in the county and state in which the chief executive offices of the Vacation Club and the transferring Subsidiary Guarantor are located). (6) The Trustee shall be provided with an Officer's Certificate stating that the requirements of subsections 11.03(h)(1) through (5) have been satisfied and that none of the items disclosed by the searches referenced in Sections 11.03(h)(5) is other than one permitted by subsection 11.03(h)(4), which Officer's Certificate shall have appended thereto an Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or furnished by counsel licensed to practice in the Intercreditor Agreements state in which the Transferred Property is located, addressed to the contraryIssuers, the Trustee transferring Subsidiary Guarantor, and the Notes Collateral Agent Trustee to the effect that the requirements of subsections 11.03(h)(1) through (5) have been satisfied. The Partial Releases of Transferred Property described in this Section 11.03(h) shall be effectuated pursuant to an instrument prepared by the Issuers or the transferring Subsidiary Guarantor which shall specifically recite that the partial release of the Mortgage from the Transferred Property shall not be otherwise affect or impair the Lien of the Mortgage upon any other real property remaining encumbered thereby. (i) The Trustee has no liability for any act or failure to act of any Agent except as may result from the Trustee's willful or grossly negligent failure to fulfill its obligations under any obligation Section 11.03(b)(3). 2.12 The exhibits to release any such Lien the Indenture are amended to include Exhibit J, a form of Club Security Agreement in the form annexed to this Second Supplemental Indenture. The form of Club Security Agreement is subject to modification according to the local laws and security interest, or execute and deliver any such instrument regulations of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counselthe jurisdiction in which the applicable resort is located.

Release of Collateral. (a) HoldingsSubject to subsections (b), the Issuer (c), (d), (e) and the Guarantors will (f) of this Section 10.3, Collateral may be entitled to the releases of property and other assets included in the Collateral released from the Liens securing the Notes, Lien and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited security interest created by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents at any time or from time to time upon the request of the Issuers pursuant to an Officers' Certificate from each Issuer certifying that all terms for release and conditions precedent hereunder and under the Intercreditor Agreements, as applicable, to such release applicable Collateral Document have been met and specifying (A) the identity of the Collateral to be released and (B) the provision of this Indenture that it is proper for the Trustee or Notes authorizes such release. The Collateral Agent to execute shall release (at the sole cost and deliver expense of the documents requested by Issuers) (i) all Collateral that is contributed, sold, leased, conveyed, transferred or otherwise disposed of, provided such contribution, sale, lease, conveyance, transfer or other disposition is or will be in accordance with the Issuer provisions of this Indenture, including, without limitation, the requirement that the Asset Sale Proceeds, if any, from such contribution, sale, lease, conveyance, transfer or other disposition are or will be applied in connection accordance with this Indenture and that no Default or Event of Default has occurred and is continuing or would occur immediately following such release; (ii) Collateral which may be released with the consent of Holders pursuant to Article 8 hereof; (iii) all Collateral (except as provided in Article 9 hereof) upon discharge or defeasance of this Indenture in accordance with Article 9 hereof; (iv) all Collateral upon the indefeasible payment in full of all obligations of the Issuers with respect to the Senior Notes; and (v) Collateral of a Guarantor whose Guarantee is released pursuant to Section 11.4 hereof. Upon receipt of such Officers' Certificates, an Opinion of Counsel and any instruments of termination, satisfaction, discharge other opinions or release prepared certificates required by this Indenture and the IssuerTIA, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such any necessary or proper instruments of termination, satisfaction or releases release to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or and the Collateral Documents. (b) No Collateral shall be released from the Lien and security interest created by the Collateral Documents or pursuant to the Intercreditor Agreements. Neither provisions of the Trustee nor Collateral Documents unless there shall have been delivered to the Notes Collateral Agent the certificates required by this Section 10.3. (c) The Collateral Agent may release Collateral from the Lien and security interest created by this Indenture and the Collateral Documents upon the sale or disposition of Collateral pursuant to the Collateral Agent's powers, rights and duties with respect to remedies provided under any of the Collateral Documents. (d) The release of any Collateral from the terms of this Indenture and the Collateral Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms hereof. To the extent applicable, the Issuers shall cause TIA Section 313(b), relating to reports, and TIA Section 314(d), relating to the release of property or securities from the Lien and security interest of the Collateral Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Collateral Documents, to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Issuers except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be liable for an independent engineer, appraiser or other expert selected or approved by the Collateral Agent in the exercise of reasonable care. (e) Notwithstanding the foregoing, each Issuer and each Subsidiary, as the case may be, pursuant to the terms of this Indenture and the Collateral Documents, may effect any disposition of Collateral and such release undertaken in reliance Collateral shall be released from the Lien and security interest created by this Indenture and the Collateral Documents without the delivery of any opinions or certificates upon any such Officer’s Certificate release; provided that (i) Section 4.10 is complied with and (ii) any property or Opinion assets acquired with any proceeds of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements such disposition becomes subject to the contraryLien and security interest created by this Indenture and the Collateral Documents; provided, further, that each Issuer shall deliver to the Trustee and Collateral Agent, within 15 days after each of the Notes six-month periods ended April 15 and October 15 in each year, an Officers' Certificate to the effect that all releases of Collateral Agent by either Issuer or any Subsidiary, as the case may be, during the preceding six-month period were in accordance with the provisions of the Collateral Documents and this Indenture and that all proceeds therefrom were used by such Issuer or such Subsidiary as permitted herein (or will be so used within the time permitted by this Indenture). (f) The fair value of Collateral released from the Lien and security interest created by this Indenture and the Collateral Documents pursuant to Section 10.3(e) hereof shall not be under any obligation to release any such considered in determining whether the aggregate fair value of Collateral released from the Lien and security interest, interest created by this Indenture and the Collateral Documents in any calendar year exceeds the 10% threshold specified in Section 314(d)(l) of the TIA; provided that the Issuers' right to rely on this sentence at any time is conditioned upon the Issuers having furnished to the Trustee and Collateral Agent the certificates described in Section 10.3(e) hereof that were required to be furnished to the Trustee and Collateral Agent at or execute and deliver any prior to such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counseltime.

Release of Collateral. (a) HoldingsUntil the Obligations have been paid in full and the Commitments have been reduced to zero, the Issuer Collateral Agent may not release any Lien covering any Collateral except for (i) Collateral Obligations sold pursuant to Section 9.34 or Section 9.36, (ii) any Related Security identified by the applicable Loan Party (or the Servicer on behalf of such Loan Party) to the Collateral Agent so long as the Facility Termination Date has not occurred, (iii) Repurchased Collateral Obligations or Substituted Collateral Obligations pursuant to Section 9.35 or (iv) pursuant to clause (b) below. In connection with the release of a Lien on any Collateral permitted pursuant to this Section 12.4 as requested by the Servicer, the Collateral Agent, on behalf of the Secured Parties, will, at the sole expense of the Servicer, execute and deliver to the Servicer or its designee any assignments, bills of sale, termination statements and any other releases and instruments as the Servicer may reasonably request and prepare in order to effect the release and transfer of such Collateral; provided, that the Collateral Agent, on behalf of the Secured Parties, will make no representation or warranty, express or implied, with respect to any such Collateral in connection with such sale or transfer and assignment. (b) A Securitization Subsidiary may obtain the release of its entire Securitization Subsidiary Collateral Portfolio and shall no longer be party to this Agreement upon (i) the closing of a Securitization by such Securitization Subsidiary and transfer by the Borrower of the equity in such Securitization Subsidiary to an Affiliate, third party or charitable trust or any combination of the foregoing and (ii) satisfaction of the following conditions precedent: (i) the Borrower shall have delivered a pro forma Borrowing Base Certificate and Schedule of Collateral Obligations to the Facility Agent reflecting such release; (ii) the Borrower shall deliver a list of all Loans to be released; (iii) the Borrower shall have provided fifteen (15) Business Days’ prior notice of such release to the Facility Agent and the Guarantors will Collateral Agent and the Facility Agent shall have provided its prior written consent to such release in its sole discretion; (iv) the Borrower shall have notified the Facility Agent of any amount to be entitled deposited into the Borrower’s Collection Account in connection with such release; (v) the representations and warranties contained in Article IX hereof shall be correct in all material respects, except to the releases extent relating to an earlier date, after giving effect to such release; (vi) no Unmatured Event of property Default or Event of Default has occurred and other assets is continuing, and after giving effect to such release of the applicable Securitization Subsidiary Collateral Portfolio and the deposit into the Collection Account in connection therewith and any payments of Advances Outstanding expected to be made in connection with the closing of the Securitization, no Unmatured Event of Default or Event of Default shall exist; (vii) the Borrower and the Servicer (on behalf of the Borrower) shall agree to pay the legal fees and expenses of the Facility Agent, each Lender, each Agent, Collateral Agent and the Collateral Custodian in connection with any such release; (viii) the Borrower shall pay any Hedge Breakage Costs arising as a result of such release and owed to the relevant Hedge Counterparty for any termination of one or more Hedge Transactions, in whole or in part, if applicable, as required by the terms of any Hedging Agreement; (ix) no Borrowing Base Deficiency exists nor will occur after such release; and (x) on the date of such release, Facility Agent shall have received, for the benefit of the Lenders, in immediately available funds, an amount equal to the sum of (A) the sum of the products, for each Collateral Obligation included in the Securitization Subsidiary Collateral from Portfolio being released, of (1) (x) during the Liens securing Revolving Period, the NotesAdvance Rate with respect to such Collateral Obligation and (y) after the Revolving Period, 100% multiplied by (2) the Principal Balance of such Collateral Obligation, (B) an amount equal to all unpaid Yield to the extent reasonably determined by Facility Agent to be attributable to that portion of the Principal Balance to be paid in connection with such release and pursuant (C) an aggregate amount equal to the sum of all unpaid Obligations then due and owing to the Collateral Agent, the Collateral Custodian, the Facility Agent and the Lenders, under this Agreement and the other Transaction Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantorextent accrued to such date and to accrue thereafter (including amounts owed under Section 5.1), to the extent not prohibited under Section 4.10 hereof; reasonably determined by Facility Agent to be attributable to that portion of the Principal Balance to be paid in connection with such release (2in each case to the extent notified by Facility Agent to Borrower at least one (1) in Business Day prior to the case related date of such release). The Collateral Agent, for the benefit of the Secured Parties, shall, at the sole expense of the Servicer and at the direction of the Facility Agent, execute such documents and instruments of release as may be prepared by the Servicer on behalf of applicable Securitization Subsidiary, give notice of such release to the Collateral Custodian (unless the Collateral Custodian and Collateral Agent are the same Person) and take other such actions (including consenting to a Guarantor that is released from its Note GuaranteeUCC-3 termination for the relevant Securitization Subsidiary, as applicable) as shall reasonably be requested by the applicable Securitization Subsidiary to effect such release of the property Lien in such Securitization Subsidiary Collateral Portfolio created pursuant to this Agreement (which release shall be effective simultaneous with the closing of the relevant Securitization) and assets to evidence that such Securitization Subsidiary is no longer party to this Agreement. Upon receiving such notification by the Collateral Agent as described in the immediately preceding sentence, if applicable, the Collateral Custodian shall deliver the loan documents to the applicable Securitization Subsidiary or any trustee or collateral administrator of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor AgreementsSecuritization Subsidiary, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested as directed by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselServicer.

Release of Collateral. (a) HoldingsCollateral may be released from the First Liens and security interest created by the Collateral Documents at any time and from time to time in accordance with the provisions of the Collateral Documents, the Issuer Intercreditor Agreements and this Indenture. Notwithstanding anything to the contrary in the Collateral Documents, the Intercreditor Agreements and this Indenture, the Issuers and the Guarantors will be entitled to the releases release of property and other assets included in the constituting Collateral from the First Liens securing the Notes, and pursuant to the Collateral Documentsthis Indenture, the Liens will automatically be released, Guarantees and the applicable Collateral Documents under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or in Section 11.01; (iii2) upon a Legal Defeasance or Covenant Defeasance of the Notes as set forth in Sections 8.02 and 8.03; (3) in whole or in part, upon any sale, exchange, disposition, transfer or transaction, as a result of which such Collateral ceases to be owned by any Issuer or a Guarantor (including, for the avoidance of doubt, a transaction as a result of which the entity owning such Collateral ceases to be a Guarantor); (4) upon payment in full and discharge of all Notes outstanding under this Indenture and all Obligations that are outstanding, due and payable under this Indenture at the time the Notes are paid in full and discharged; or (5) in whole or in part, with the consent of the holders of the requisite percentage of Notes in accordance with the provisions described in Article IX. In addition, the Collateral will be released from the First Liens and security interest created by the Collateral Documents as described and when required pursuant to the First Lien Intercreditor Agreement. For avoidance of doubt, if at any time any property or assets that constitute Collateral cease to constitute Collateral pursuant to the applicable provisions of the Collateral Documents or this Indenture, such property or assets shall no longer be subject to the First Liens which secure the Notes. In addition, the Issuers and the Guarantors will be entitled to (i) the release of property and other assets constituting Collateral from the First Liens securing the Notes, this Indenture, the Guarantees and the applicable Collateral Documents, or (ii) the subordination of the First Liens securing the Notes, this Indenture, the Guarantees and the applicable Collateral Documents on such property or other assets, in each case, to the extent such property or other assets are subject to Liens securing Indebtedness permitted under Article 8 hereofSection 4.09(b)(4). (db) With respect to Upon any release of CollateralCollateral pursuant to Section 12.02, upon receipt the Trustee or the Collateral Agent will execute and deliver such documents and instruments as the Issuer and the Guarantors may request in writing to evidence such termination and release (without any representation or warranty) without the consent of the holders of the Notes. To the extent the Issuer or the Guarantors make such a request that the Trustee or the Collateral Agent execute and deliver any documents or instruments to evidence such termination or release, the Issuer or the Guarantors, as the case may be, at the request of the Trustee or the Collateral Agent, shall furnish to the Trustee or the Collateral Agent (or its respective agent), as applicable, an Officer’s Certificate and and/or an Opinion of Counsel each stating that all conditions precedent under this Indenture with respect to such release. For avoidance of doubt, the Issuers and the Collateral Documents Guarantors shall not be required to comply with all or any portion of the TIA relating to releases of Collateral. Notwithstanding any provision to the contrary herein, as and when instructed in writing by the Intercreditor AgreementsIssuers, the Trustee shall (at the Issuers’ expense) execute or deliver, or cause to be executed or delivered, as applicable, such amendments or releases to perfection documents (which shall be prepared by the Issuers) solely to the extent necessary to delete any such release have been met and that it is proper for released Collateral from the description of assets in any previously filed financing statements or other perfection documents. (c) No purchaser or grantee of any property or rights purporting to be released shall be bound to ascertain the authority of the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge or to inquire as to the existence of any Collateral permitted to be released pursuant to this Indenture or conditions herein prescribed for the Collateral Documents or exercise of such authority so long as the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken conditions set forth in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselSection 12.02 have been satisfied.

Release of Collateral. (a) HoldingsCollateral may be released from the Lien and security interest created by the Security Documents at any time and from time to time in accordance with the provisions of the Security Documents and this Indenture. Notwithstanding anything to the contrary in the Security Documents and this Indenture, the Issuer second-priority Liens on the Collateral will be automatically released with respect to the Notes and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, Second Lien Notes Obligations under any one or more of the following circumstances: (1) to enable any Specified Collateral Party to consummate the sale sale, transfer or other disposition (including by the termination of capital leases or the repossession of the leased property in a capital lease by the lessor) of such property or assets, including Capital Stock assets (other than to a Person that is not the Issuer or a Guarantor), Subsidiary of the Issuer) to the extent not prohibited under permitted by Section 4.10 hereof3.5 or in connection with the Staggered Emergence; (2) in the case of a Guarantor Specified Collateral Party that is released from its Note Guaranteepledge of Collateral with respect to the Notes pursuant to the terms of this Indenture, the release of the property and assets of such Guarantor; (3) to upon the extent such Collateral is comprised occurrence of property leased to the Issuer or a Guarantor, upon termination or expiration of such leasean Investment Grade Event; (4) the release of Collateral Excess Proceeds or Excess Proceeds that remain unexpended after the conclusion of an Asset Disposition Offer or a Collateral Asset Disposition Offer conducted in accordance with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens)as described under Article IX hereof; (6) if the property subject to such Lien becomes Excluded Asset; (7) to release or subordinate any Lien on any property granted to or held by the Collateral Agent under any Security Document to the holder of any Lien on such property that is a Permitted Lien under clauses (9) or (12) (in the case of clause (12), upon the achievement reasonable request of Investment Grade Status the Issuer, to the extent required by the Notes; provided that terms of the agreements governing such Permitted Lien) of the definition thereof; (8) if any Specified Collateral shall Party ceases to be reinstated upon a Restricted Subsidiary, or becomes excluded from the Reversion DateCollateral, in each case as a result of a transaction not prohibited hereunder or designation permitted hereunder; (9) [reserved]; or (710) as described under Article 9 hereofto any asset constituting Collateral if and only to the extent that the Liens on such Collateral in favor of the First Priority Collateral Agent in respect of the Senior Secured Credit Facility Obligations have been released in accordance with their terms, except a release as a result of the repayment in full of the Indebtedness then outstanding in respect of the Senior Secured Credit Facility Obligations. (b) The first priority Notwithstanding anything to the contrary in the Security Documents and this Indenture, the Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released automatically released: (1) upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) Obligations under this Indenture, the Note Guarantees and the Collateral Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is are paid, ; (ii2) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) upon a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 Section 8.2 and Section 8.3 hereof, or a discharge of this Indenture as described under Section 11.1 hereof; (3) pursuant to the Security Documents; or (4) subject to Section 9.2, if the release of such Lien is approved, authorized or ratified in writing by Holders of at least a majority in principal amount of the Notes outstanding at such time. (c) Notwithstanding anything contained herein to the contrary, upon request by the Collateral Agent at any time, the Holders shall confirm in writing the Collateral Agent’s irrevocable authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guarantee, in each case in accordance with the terms of this Indenture and applicable Security Document; provided that the absence of such confirmation shall not affect in any way the validity of the automatic releases of security interest or Guarantee contemplated by this Indenture or the Collateral Agent obligations to comply with the provisions of the immediately following sentence. The Collateral Agent shall, at the Issuer’s expense and upon receipt of an Officer’s Certificate and Opinion of Counsel, execute and deliver to the Issuer or the applicable Grantor such documents and such amendments, modifications or supplements to any Security Documents, in each case as the Issuer or such Guarantor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or to subordinate its interest in such item, or to evidence the release of such Grantor from its obligations under the Guarantee, in each case in accordance with the terms of this Indenture and applicable Security Document. (d) Notwithstanding Section 12.2(a)(3), if, after any Investment Grade Event, both of the Rating Agencies withdraw their Investment Grade Status or downgrade the rating assigned to the Notes below an Investment Grade Status, the Issuer and the Grantors shall use commercially reasonable efforts to take all actions reasonably necessary to provide to the Collateral Agent for its benefit and the benefit of the Trustee and the Holders of the Notes valid, perfected, second priority security interests (subject to Permitted Liens) in the Collateral within ninety (90) days after such Reversion Date or as soon as reasonably practicable thereafter. (e) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Security Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuermet, the Trustee shall, or shall cause (if applicable) and the Notes Collateral Agent toshall, execute, deliver or acknowledge (at the Issuer’s expense) such any instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Security Documents and shall do or cause to be done (at the Intercreditor AgreementsIssuer’s expense) all acts reasonably requested of them to release such ▇▇▇▇ as soon as is reasonably practicable. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of CounselCertificate, and notwithstanding any term hereof or in any Collateral Security Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge satisfaction or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselCertificate, upon which it shall be entitled to conclusively rely.

Release of Collateral. (a) HoldingsCollateral may be released from the Lien and security interest created by the Collateral Documents at any time and from time to time in accordance with the provisions of the Collateral Documents, the Issuer Intercreditor Agreements and this Indenture. Notwithstanding anything to the contrary in the Collateral Documents, the Intercreditor Agreements and this Indenture, the Company and the Note Guarantors will be entitled to the releases release of property and other assets included in the constituting Collateral from the Liens securing the Notes, Notes and pursuant to the Collateral Documents, the Liens will automatically be released, Notes Obligations under any one or more of the following circumstances: (1i) to enable the sale Company and/or one or more Note Guarantors to consummate the sale, transfer or other disposition (including by the termination of capital leases or the repossession of the leased property in a capital lease by the lessor) of such property or assets, including Capital Stock assets (other than to a Person that is not the Issuer Company or a Guarantor), Subsidiary of the Company) to the extent not prohibited under permitted by Section 4.10 hereof4.13; (2ii) in the case of a Note Guarantor that is released from its Note GuaranteeGuarantee with respect to the Notes pursuant to the terms of this Indenture, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5iii) with respect to any Collateral that is or becomes an “Excluded Asset,” (including such assets that become upon it becoming an Excluded Assets upon being subject to certain Permitted Liens)Asset; (6iv) to the extent the Liens on the Collateral securing the Credit Facility Obligations are released by the Credit Agreement Collateral Agent (other than any release by, or as a result of, payment of the Credit Facility Obligations), upon the achievement release of Investment Grade Status such Liens; (v) in connection with any enforcement action taken by the Notes; provided that such Controlling Collateral shall be reinstated upon Agent or the Reversion DatePriority Debt Agent, as applicable, in accordance with the terms of the Pari Passu Intercreditor Agreement, the ABL Intercreditor Agreement or the Collateral Documents; or (7vi) as described under Article 9 10 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon released: (i) upon payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) Notes Obligations under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is are paid, , (ii) satisfaction and upon a discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 3 hereof, or (iii) pursuant to the Collateral Documents, the Pari Passu Intercreditor Agreement or the ABL Intercreditor Agreement. (dc) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and Indenture, the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper permitted for the Trustee or and/or Notes Collateral Agent to execute and deliver the documents requested by the Issuer Company in connection with such release, release and any necessary or proper instruments of termination, satisfaction, discharge satisfaction or release prepared by the IssuerCompany, the Trustee shall, or shall cause and the Notes Collateral Agent toshall, execute, deliver or acknowledge (at the IssuerCompany’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Lien Intercreditor AgreementsAgreements and shall do or cause to be done (at the Company’s expense) all acts reasonably requested of them to release such Lien as soon as is reasonably practicable. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of CounselCertificate, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge satisfaction or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselCertificate, upon which it shall be entitled to conclusively rely.

Release of Collateral. (a) Holdings, the Issuer and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral under the Security Documents securing the Obligations with respect to the Notes and the Note Guarantees shall also terminate and this Indenture will be released automatically in connection with a salereleased, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect subject to the proceeds of such sale, transfer or disposition).this Section 10.03, (c1) The security interests in all Collateral securing the Notes also will be released whole, upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paidand premium, if any, on the Notes; (ii2) in whole, upon satisfaction and discharge of this Indenture as set forth under Article 11 or Section 8.01; (iii3) in whole, upon a Legal Defeasance or Covenant Defeasance as set forth under Section 8.02; (4) as to any asset constituting Note Collateral (A) that is sold or otherwise disposed of by the Issuer, the Co-Issuer, any of the Subsidiary Guarantors or Absaloka (to a person that is not the Issuer, the Co-Issuer or a Subsidiary Guarantor or Absaloka) in a transaction permitted by Section 4.13 and by the Security Documents (to the extent of the interest sold or disposed of) or otherwise permitted by this Indenture and the Security Documents, if all Liens on that asset then securing the Notes and the Note Guarantees then secured by that asset (including all commitments thereunder) are released or (B) that is otherwise released in accordance with, and as described expressly provided for in accordance with, this Indenture, the Intercreditor Agreement and the Security Documents; (5) in compliance with Section 9.02, as to property that constitutes less than all or substantially all of the Note Collateral, with the consent of the Controlling Secured Parties (or, in the case of a release of all or substantially all of the Note Collateral, with the consent of the Holders of 75% in principal amount of the Notes then outstanding), including consents obtained in connection with a tender offer or Exchange Offer for, or purchase of, Notes; and (6) with respect to assets of a Guarantor upon release of such Guarantor from its Note Guarantee pursuant to Section 11.04. provided that, in the case of any release in whole pursuant to clause (a)(1) above, all amounts owing to the Note Collateral Agent, the Trustee under Article 8 hereofthe Notes, the Note Guarantees, the Security Documents and the Intercreditor Agreement have been paid. (db) With respect In no event shall any purchaser in good faith of any property purported to be released hereunder be bound to ascertain the authority of the Note Collateral Agent or the Trustee to execute the release or to inquire as to the satisfaction of any conditions required by the provisions hereof for the exercise of such authority or to see to the application of any consideration given by such purchaser or other transferee; nor shall any purchaser or other transferee of any property or rights permitted by this Article Ten to be sold be under any obligation to ascertain or inquire into the authority of the Issuers or the applicable Guarantor to make any such sale or other transfer. (c) Any release of Collateralany Lien on the Collateral under the Security Documents securing the Obligations under the Notes and this Indenture under this Section 10.03 will occur automatically as provided in Sections 10.03(a)(4)(A) and 10.03(a)(4)(B), upon receipt of an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for satisfied, the Trustee or Notes Note Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, promptly execute, deliver or acknowledge (at the Issuer’s expense) such appropriate instruments or releases to evidence such release as the applicable Issuer or Guarantor may request. Upon receipt of an Officers’ Certificate and an Opinion of Counsel that all conditions precedent to such release and discharge of any Collateral permitted to be released pursuant to this Indenture or have been satisfied, the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Note Collateral Agent shall be liable for any such also release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, the Liens on the Collateral under the Security Documents securing the Obligations under the Notes and notwithstanding any term hereof or in any Collateral Document or this Indenture as provided in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument other subparts of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselSection 10.03(a).

Release of Collateral. (a) HoldingsIf no Event of Default has occurred and is continuing, the Issuer and Borrower may, by delivery of a certificate of a Responsible Officer of the Guarantors will be entitled Servicer delivered to the releases Administrative Agent at least one Business Day prior to the settlement date for any sale of property any item of Collateral certifying that the sale of such security is being made in accordance with Section 10.01 and other assets included such sale complies with all applicable requirements of Section 10.01, direct the Administrative Agent to release or cause to be released such item from the Lien of this Agreement and, upon receipt of such certificate, the Administrative Agent shall deliver any such item (or certify to the Custodian that it has released such item from the Lien of this Agreement in the Collateral from the Liens securing the Notesform of Exhibit E to this Agreement), and pursuant if in physical form, duly endorsed to the Collateral Documents, the Liens will automatically be released, under any one broker or more purchaser designated in such certificate against receipt of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status sales price therefor as specified by the NotesServicer in such certificate; provided that the Administrative Agent may deliver any such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereofitem in physical form for examination in accordance with street delivery custom. (b) The first priority Liens on Subject to the terms of this Agreement, the Administrative Agent shall, upon the receipt of a certificate of the Borrower, by delivery of a certificate of a Responsible Officer of the Borrower, deliver any Collateral securing as instructed in such certificate, and execute such documents or instruments as are presented by the Notes Borrower or the Servicer and the Note Guarantees shall also terminate and are reasonably necessary to release or cause to be released automatically such security from the Lien of this Agreement, which is set for any mandatory call or redemption or payment in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect full to the proceeds appropriate paying agent on or before the date set for such call, redemption or payment, in each case against receipt of such sale, transfer the call or disposition)redemption price or payment in full thereof. (c) The security interests As provided in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest onSection 8.02(a), the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this IndentureAdministrative Agent shall deposit any proceeds received by it from the disposition of Collateral in the Collection Account, the Note Guarantees and the Collateral Documents that are due and payable at or prior unless simultaneously applied to the time such principal, together purchase of additional Loans as permitted under and in accordance with accrued and unpaid interest, is paid, (ii) satisfaction and discharge the requirements of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereofVIII. (d) With respect to any release of CollateralThe Administrative Agent shall, upon receipt of an Officer’s Certificate a certificate of a Responsible Officer of the Borrower or the Servicer on its behalf, at such time as there are no Commitments outstanding and an Opinion all Obligations of Counsel each stating that all conditions precedent the Borrower hereunder and under this Indenture and the Collateral other Facility Documents and the Intercreditor Agreements, as applicable, to such release have been met and satisfied, release any remaining Collateral from the Lien of this Agreement. (e) Any security, Loan or amounts that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be are released pursuant to Section 8.07(a) or (b) shall automatically be released from the Lien of this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselAgreement.

Release of Collateral. (a) HoldingsSubject to Section 13.03(b), the Issuer and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant Notes may be released at any time or from time to time in accordance with the provisions of the Collateral Documents, the Liens Intercreditor Agreements and this Indenture, and, notwithstanding anything to the contrary in any Notes Document, will be automatically be released, and the Trustee (subject to its receipt of an Officer’s Certificate and Opinion of Counsel as provided below) shall execute documents evidencing such release, or instruct the Notes Collateral Agent to execute, as applicable, the same at the Issuers’ sole cost and expense, under any one or more of the following circumstances: (1i) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof;in whole upon: (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (iA) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payablefor which no demand has been made) under this Indenture, the Note Guarantees under this Indenture and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, ; (iiB) all then outstanding Notes being cancelled in full by the Trustee pursuant to the terms of this Indenture; (C) satisfaction and discharge of this Indenture as set forth under Article 11 or 11; or (iiiD) a Legal Defeasance or Covenant Defeasance under of this Indenture as described set forth under Article 8 hereof.8; (dii) in whole or in part, with the consent of Holders of the Notes in accordance with Article 9 of this Indenture; or (iii) in part, as to any asset constituting Collateral: (A) that is sold or otherwise disposed of by the Issuers or any Guarantor to any Person that is not the Luxembourg Issuer, the U.S. Issuer or a Guarantor in a transaction not prohibited by this Indenture at the time of such transfer or disposition, including, without limitation, as a result of a transaction of the type permitted under (B) that is owned or at any time acquired by a Guarantor that has been released from its Guarantee, concurrently with the release of such Guarantee, in accordance with Section 10.06; (C) in the case of Collateral comprised of property leased to the Issuers or a Guarantor, upon termination or expiration of such lease; 165 (D) in the case of Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (E) that becomes an “Excluded Asset” or that becomes subject to certain Permitted Liens; or (F) that is otherwise released in accordance with the applicable provisions of the Collateral Documents and the Intercreditor Agreements, but subject to any restrictions thereon set forth in this Indenture or the Intercreditor Agreements; (b) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer Issuers in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the IssuerIssuers, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s Issuers’ expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.

Release of Collateral. (a) Holdings, the Issuer The Company and the Note Guarantors will be entitled to the releases release of property and other assets included in the constituting Collateral from the Liens securing the Notes, Notes and pursuant to the Collateral Documents, the Liens will automatically be released, Notes Obligations under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2i) in the case of a Note Guarantor that is released from its Note GuaranteeGuarantee with respect to the Notes pursuant to the terms of Section 13.05 of this Indenture, the release of the property and assets of such Note Guarantor;; and (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5ii) with respect to any Collateral (x) that is or becomes an “Excluded Asset,” upon it becoming an Excluded Asset or (including such assets y) is sold to a Person that become Excluded Assets upon being subject is not (and is not required to certain Permitted Liens); (6be) a Note Party pursuant to a disposition permitted hereunder, upon the achievement consummation of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereofsale. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon released: (i) upon payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) Notes Obligations under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is are paid, or (ii) satisfaction and upon a discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 3 hereof. (dc) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor AgreementsDocuments, as applicable, to such release have been met and that it is proper permitted for the Trustee or and/or Notes Collateral Agent to execute and deliver the documents requested by the Issuer Company in connection with such release, release and any necessary or proper instruments of termination, satisfaction, discharge satisfaction or release prepared by the IssuerCompany, the Trustee shall, or shall cause and the Notes Collateral Agent toshall, execute, deliver or acknowledge (at the IssuerCompany’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents and shall do or cause to be done (at the Intercreditor AgreementsCompany’s expense) all acts reasonably requested of them to release such Lien as soon as is reasonably practicable. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or and Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge satisfaction or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel, upon which it shall be entitled to conclusively rely without independent verification or investigation as to the statements made therein.

Release of Collateral. (a) HoldingsSubject to Sections 11.03(b) and 11.04 hereof, the Issuer may be released from the Lien and security interest created by the Collateral Documents at any time or from time to time in accordance with the provisions of the Collateral Documents or as provided hereby. The Issuer and the Guarantors will shall be entitled to the releases a release of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant the Trustee (subject to its receipt of an Officer’s Certificate and Opinion of Counsel as provided below) shall release, or instruct the Collateral DocumentsAgent to release, as applicable, the same from such Liens will automatically be releasedat the Issuer’s sole cost and expense, under any one or more of the following circumstances: (1i) to enable the sale Issuer or other disposition any Guarantor to sell, exchange or otherwise dispose of such property or assets, including Capital Stock any of the Collateral (other than any such disposition to the Issuer or a Guarantor), ) to the extent not prohibited under Section 4.10 hereof; (2ii) in the case of a Guarantor that is released from its Note GuaranteeGuarantee with respect to all of the Notes, the release of the property and assets of such Guarantor; (3iii) pursuant to the extent such Collateral is comprised of property leased to the Issuer an amendment or a Guarantor, upon termination or expiration of such leasewaiver in accordance with Article 9 hereof; (4iv) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation if all of the issuer of that Capital Stock that is not prohibited by this IndentureNotes have been defeased pursuant to Article 8 hereof or satisfied and discharged pursuant to Article 12 hereof; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6v) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest (including Additional Interest, if any) on, all of the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) Obligations related thereto under this Indenture, the Note Guarantees and the Collateral Documents with respect thereto, that are due and payable at or prior to the time such principal, together with accrued and unpaid interestinterest (including Additional Interest, is if any) are paid, ; or (iivi) satisfaction and discharge in connection with the taking of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereofan enforcement action by the representative of any First Lien Obligation in accordance with the terms of the Intercreditor Agreement. (db) With respect to any release of Collateral, upon Upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating certifying that all conditions precedent under this Indenture and the Collateral Documents (and Section 314(d) of the Intercreditor AgreementsTrust Indenture Act), as applicableif any, to such release have been met and that it is any necessary or proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge satisfaction or release have been prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent toAgent, to execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor AgreementsDocuments. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in good faith in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge satisfaction or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.

Release of Collateral. (a) Holdings, the Issuer and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) Upon satisfaction and discharge of this Indenture pursuant to Section 4.01 and otherwise as set forth permitted by this Indenture, the Indenture Trustee shall execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest in the property, in a manner and under Article 11 circumstances that are not inconsistent with this Indenture. No party relying on an instrument executed by the Indenture Trustee as provided in this Section shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent, or see to the application of any moneys. (iiib) a Legal Defeasance or Covenant Defeasance When no Notes are Outstanding and the Issuer has paid all other sums payable under this Indenture as described under Article 8 hereofby the Issuer, the Indenture Trustee shall release any remaining Collateral that secured the Notes from the lien of this Indenture and release to the Issuer any funds then on deposit in any account other than funds held in trust for the satisfaction of Notes that have not been surrendered for payment. The Indenture Trustee shall release property from the lien of this Indenture pursuant to this Section only on receipt of an Issuer Request accompanied by an Officer’s Certificate. (c) Whenever a Mortgage Loan has been substituted for or repurchased in accordance with Section 2.02(b) or 2.04(d) of the Sale and Servicing Agreement, purchased in accordance with Section 3.06 of the Sale and Servicing Agreement, or designated for transfer in accordance with Section 2.06 of the Sale and Servicing Agreement, the Indenture Trustee shall execute appropriate documents to release the Mortgage Loan from the lien of this Indenture and deliver the Mortgage File to the appropriate party. (d) With respect to any The Indenture Trustee shall release property from the lien of Collateral, upon this Indenture only on receipt of an Issuer Request accompanied by an Officer’s Certificate and Certificate, an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(l) or an Opinion of Counsel in any Collateral Document or in the Intercreditor Agreements lieu of Independent Certificates to the contrary, effect that the Trustee and the Notes Collateral Agent shall TIA does not be under require any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselIndependent Certificates.

Release of Collateral. (a) Holdings, the The Issuer and the Guarantors will shall be entitled to the releases release of the following property and other assets included in the constituting Collateral from the Liens securing the Notes, Notes and pursuant to the Collateral Documents, the Liens will automatically be released, Note Guarantees under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note GuaranteeGuarantee pursuant to the terms hereof, the release of the property and assets of such Guarantor; (2) concurrently with any release of such Collateral under both Credit Agreements and all other then outstanding Permitted Parity Indebtedness; (3) any Collateral that is sold (other than any such sale to another grantor of Collateral) in a transaction permitted by the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such leaseCredit Agreements; (4) with respect to Collateral that is Capital Stock, upon as described under the dissolution or liquidation second paragraph of the issuer of that Capital Stock that is not prohibited by this Indenture;Section 8.02; or (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) Obligations under this Indenture, the Note Guarantees and the Collateral Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, are paid or (ii) satisfaction and a legal defeasance or covenant defeasance hereunder made in accordance with Section 9.04 or a discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereofpursuant to Section 9.01. (db) With respect to any release of Collateral, upon Upon receipt of an Officer’s Officers’ Certificate and an Opinion of Counsel each stating certifying that all conditions precedent hereunder and under this Indenture the Security Documents (and the Collateral Documents and the Intercreditor AgreementsTIA Section 314(d)), as applicableif any, to such release have been met and that it is any necessary or proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge satisfaction or release prepared by the Issuer, the Trustee shall, to the extent it may do so under the applicable Security Documents, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor AgreementsSecurity Documents. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in good faith in reliance upon any such Officer’s Officers’ Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Security Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge satisfaction or termination, unless and until it receives such Officer’s Officers’ Certificate and Opinion of Counsel.

Release of Collateral. (a) HoldingsExcept as otherwise provided in subsections (b) and (c) of this Section and the terms of the Operative Agreements, the Indenture Trustee shall release property from the lien of this Indenture only upon receipt by it of an Issuer Request accompanied by (i) an Officer’s Certificate, (ii) an Opinion of Counsel, (iii) certificates in accordance with TIA Sections 314(c) and the Guarantors will be entitled (d)(1), and (iv)(A) Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or (B) an Opinion of Counsel in lieu of such Independent Certificates to the releases of property and other assets included in effect that the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under TIA does not require any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the NotesIndependent Certificates; provided that no such Collateral Independent Certificates or Opinion of Counsel in lieu of such Independent Certificates shall be reinstated upon necessary in respect of property released from the Reversion Date; or (7) as described under Article 9 hereoflien of the Indenture in accordance with the provisions hereof if such property consists solely of cash. (b) The first priority Liens Master Servicer or any Servicer, on behalf of the Collateral securing Issuer, shall be entitled to obtain a release from the Notes lien of this Indenture for any Mortgage Loan and the Note Guarantees shall also terminate Mortgaged Property at any time (i) after a payment by the Seller or the Issuer of the Purchase Price of the Mortgage Loan, (ii) after a Qualifying Substitute Mortgage Loan is substituted for such Mortgage Loan and be released automatically payment of the Substitution Amount, if any, (iii) after liquidation of the Mortgage Loan in connection accordance with the applicable Servicing Agreement and the deposit of all Liquidation Proceeds and Insurance Proceeds in the Collection Account, (iv) upon the termination of a saleMortgage Loan (due to, transfer among other causes, a prepayment in full of the Mortgage Loan and sale or other disposition of Collateral that occurs in connection with the foreclosure ofrelated Mortgaged Property), or other exercise (v) as contemplated by Section 8.02 of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition)Transfer and Servicing Agreement. (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal ofIndenture Trustee shall, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents if requested by the Issuer in connection with such releaseMaster Servicer or any Servicer, and any instruments of termination, satisfaction, discharge temporarily release or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent toapplicable Custodian temporarily to release to such party the Mortgage File pursuant to the provisions of Section 4.15 of the Transfer and Servicing Agreement and Section 5 of the applicable Custodial Agreement; provided, executehowever, deliver or acknowledge (at that the Mortgage File shall have been stamped to signify the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements pledge to the contrary, Indenture Trustee under the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselIndenture.

Release of Collateral. (a) HoldingsSubject to the Intercreditor Agreement and the Collateral Trust Agreement, the Issuer Parity Liens upon the Collateral will no longer secure the Notes and Guarantees Outstanding under this Indenture or any other Obligations under this Indenture (including the Obligations), and the Guarantors will be entitled right of the Holders of the Notes and such Obligations (including the Obligations) to the releases benefits and proceeds of property and other assets included in the Parity Liens on the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically terminate and be releaseddischarged: (i) in whole, under any one as to all property subject to such Liens which has been taken by eminent domain, condemnation or more of the following other similar circumstances; (ii) in whole, as to all property subject to such Liens, upon: (1) to enable the sale payment or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment satisfaction in full in cash of the principal of, together with accrued and unpaid interest onand premium, if any, and such other amounts due on the Notes and the payment in full in cash of all other obligations Obligations; or (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii2) satisfaction and discharge of this Indenture as set forth under in Article 11 or 3 hereof; or (3) the exercise by the Company of its Covenant Defeasance option as set forth in Section 3.02 hereof; or (iii) in part, as to any property that (A) is sold, transferred or otherwise disposed of by the Company or one of the Guarantors in a Legal Defeasance transaction permitted by this Indenture, at the time of such sale, transfer or Covenant Defeasance under disposition, to the extent of the interest sold, transferred or disposed of; provided, in each case, that any products or proceeds received by a Note Party in respect of any such Collateral shall continue to constitute Collateral to the extent required by this Indenture as described under Article 8 hereof.and the Transaction Documents, or (B) is owned or at any time acquired by a Guarantor that has been released from its Guarantee (and any guarantee of other Obligations), concurrently with the release of such Guarantee (and any guarantee of other Obligations); or (div) With respect for less than all or substantially all of the Collateral to any release the extent not pursuant to a transaction permitted by this Indenture, with the consent of Collateralthe Requisite Holders (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, purchase of, the Notes). Subject to the Intercreditor Agreement and the Collateral Trust Agreement, at the request of the Company and upon receipt of an Officer’s Officers’ Certificate and an Opinion of Counsel each stating certifying that all conditions precedent and covenants under this Indenture and Indenture, including the Collateral Documents and the Intercreditor Agreementsspecific conditions precedent set forth in any of sub-paragraphs (i) through (vi) above, as applicable, and the Transaction Documents, if any, relating to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such releasecomplied with, and any necessary or proper instruments of termination, satisfaction, discharge satisfaction or release prepared by the IssuerCompany and satisfactory to the Trustee and Collateral Trustee, the Collateral Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the IssuerCompany’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor AgreementsTransaction Documents. Neither the Trustee nor the Notes Collateral Agent Trustee shall be liable for any such release undertaken in good faith in reliance upon any such Officer’s Officers’ Certificate or and Opinion of Counsel, ; and notwithstanding any term hereof or in any Collateral Transaction Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent Trustee shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge satisfaction or termination, unless and until it receives such Officer’s Officers’ Certificate and Opinion of Counsel. (b) The release of any Collateral from the terms of the Transaction Documents, or the release, in whole or in part, of the Liens created by the Note Security Documents, will not be deemed to impair the Guarantees and security under this Indenture in contravention of the provisions hereof and of the Note Security Documents if and to the extent that the Collateral is released pursuant to this Indenture and the Transaction Documents, and any Person that is required to deliver an Officers’ Certificate shall be entitled to rely upon the foregoing as a basis for delivery of such certificate.

Release of Collateral. (a) HoldingsSubject to Section 11.03(b) and (c), Collateral may be released from the Issuer Lien and security interest created by the Guarantors will be entitled Security Documents at any time or from time to time in accordance with the provisions of the Security Documents and this Indenture. Notwithstanding anything to the releases of property and other assets included contrary in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documentsany Notes Document, the Liens will on Collateral, to the extent that such Liens secure the Notes Obligations, shall automatically (without further action) be released, released with respect to the relevant Collateral under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4A) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5B) pursuant to an amendment, supplement or waiver in accordance with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion DateArticle 9; or (7C) as described under if this Indenture and/or the Notes have been discharged or defeased pursuant to Article 9 hereof8 or Article 12. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of CollateralCollateral permitted by this Section 11.03, upon receipt of a written request from the Issuer and supported by an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor AgreementsSecurity Documents, as applicableif any, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any necessary or proper instruments of termination, satisfaction, discharge satisfaction or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor AgreementsSecurity Documents. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Officers’ Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Security Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge satisfaction or termination, unless and until it receives such Officer’s Officers’ Certificate and Opinion of Counsel.

Release of Collateral. (a) HoldingsSubject to Sections 12.3(b) and (c) hereof, the Issuer and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the NotesNotes will be automatically released, and pursuant the Trustee (subject to its receipt of an Officer’s Certificate and Opinion of Counsel as provided below) shall execute documents evidencing such release, or instruct the Collateral DocumentsAgent to execute, as applicable, the Liens will automatically be releasedsame at the Issuers’ sole cost and expense, under any one or more of the following circumstances: : (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2i) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; whole upon: (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (iA) payment in full of the principal of, together with accrued and unpaid interest (including Additional Amounts, if any) on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) Obligations under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is are paid, ; (iiB) satisfaction and discharge of this Indenture as set forth under Article 11 XI; or (iiiC) a Legal Defeasance or Covenant Defeasance under of this Indenture as described set forth under Article 8 hereof.VIII; (ii) in whole or in part, with the consent of Holders of the Notes in accordance with Article IX of this Indenture; (iii) in part, as to any asset constituting Collateral: (A) that is sold or otherwise disposed of: (I) by an Issuer or any Guarantor to any Person that is not an Issuer or a Guarantor organized in the same jurisdiction in a transaction not prohibited by this Indenture at the time of such transfer or disposition, including, without limitation, as a result of a transaction of the type permitted under Section 3.5 (provided that in the event of a transfer of assets from an Issuer or any Guarantor to another Issuer or Guarantor organized in a different jurisdiction, the Trustee shall release, or instruct the Collateral Agent to release, such Lien if such transferee Issuer or Guarantor takes all actions reasonably necessary to ▇▇▇▇▇ ▇ ▇▇▇▇ in such transferred assets to the Collateral Agent (to the extent required by this Indenture and the Collateral Documents)), (II) if all other Liens on that asset securing the First Priority Credit Obligations then secured by that asset are released, or (III) in connection with the taking of an enforcement action by the Applicable Authorized Representative in respect of the First Priority Credit Obligations in accordance with the First Priority Intercreditor Agreement, (B) that is held by a Guarantor that ceases to be a Guarantor, (db) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the First Priority Intercreditor AgreementsAgreement, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer Issuers in connection with such release, and any necessary or proper instruments of termination, satisfaction, discharge or release prepared by the IssuerIssuers, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s Issuers’ expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the First Priority Intercreditor AgreementsAgreement. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the First Priority Intercreditor Agreements Agreement to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel. (c) At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered notice of acceleration to the Collateral Agent, no release of Collateral pursuant to the provisions of this Indenture or the Collateral Documents shall be effective as against the Holders, except as otherwise provided in the Intercreditor Agreements.

Release of Collateral. (a) HoldingsSubject to Section 11.03(b) hereof, Collateral may be released from the Liens and security interests created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Issuer Intercreditor Agreement and this Indenture. The Company and the Guarantors will be entitled to the releases a release of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant the Trustee (subject to its receipt of an Officers’ Certificate and Opinion of Counsel as provided below) shall release, or instruct the Collateral DocumentsAgent to release, as applicable, the same from such Liens will automatically be releasedat the Company’s sole cost and expense, under any one or more of the following circumstances: (1) to enable the sale or other Company and its Restricted Subsidiaries to consummate the disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), assets to the extent permitted under Section 4.06; provided that if Liens on any part of the Collateral are released in connection with an Asset Sale or Asset Sales and any Excess Proceeds from such Asset Sale remain, the Liens in favor of the Collateral Agent to secure the Obligations under the Notes shall extend to such remaining Excess Proceeds as security for the Indebtedness and Obligations under the Notes (subject to compliance with Section 4.19); provided further that any release of Collateral under this subclause (1), and any transaction resulting in the release of such Collateral, are not prohibited under Section 4.10 hereofthis Indenture; (2) in the case of a Guarantor that is released from its Note GuaranteeGuarantee with respect to the Notes under Section 10.02(b), the release of the property and assets of such Guarantor; (3) pursuant to the extent such Collateral is comprised of property leased to the Issuer an amendment or a Guarantor, upon termination or expiration of such leasewaiver in accordance with Article 9 hereof; (4) with respect pursuant to Collateral that is Capital Stock, upon the dissolution or liquidation terms of the issuer of that Capital Stock that is not prohibited by this Indenture;Intercreditor Agreement; or (5) with respect if the Notes have been discharged or defeased pursuant to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof8. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Security Documents and the Intercreditor Agreements, as applicable, Agreement to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer Company in connection with such release, and any instruments of termination, satisfaction, discharge satisfaction or release prepared by the IssuerCompany, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the IssuerCompany’s sole cost and expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Security Documents or the Intercreditor AgreementsAgreement. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Officers’ Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not, and shall not be under any obligation to to, release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge satisfaction or termination, (i) unless and until it receives such Officer’s Officers’ Certificate and Opinion of CounselCounsel or (ii) if the Intercreditor Agreement expressly provides for automatic release of Collateral under this Indenture with no further action required by the Trustee or the Collateral Agent.

Release of Collateral. (a) HoldingsSubject to paragraphs (b), (c) and (d) below, Collateral shall automatically be released from the Issuer Lien and the Guarantors will be entitled to the releases of property and other assets included in security interest created by the Collateral Documents at any time or from time to time in accordance with the Liens securing the Notes, and pursuant to provisions of the Collateral Documents, the Liens will automatically be released, under any one Documents or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stockas provided hereby. In addition, upon the dissolution or liquidation request of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect Company pursuant to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Officers’ Certificate and an Opinion of Counsel each stating certifying that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release hereunder have been met and that it stating whether or not such release is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared an asset sale by the IssuerCompany or the Guarantor (at the sole cost and expense of the Company and without any recourse, representation or warranty), the Trustee shall release Collateral that is sold, conveyed or disposed of in compliance with the provisions of this Indenture; provided, that if such sale, conveyance or disposition constitutes a sale of assets, the Net Proceeds of such asset sale are applied in accordance with the applicable provisions of this Indenture. Upon receipt of such Officers’ Certificate, the Trustee shall, at the sole cost and expense of the Company and without recourse, representation or shall cause the Notes Collateral Agent towarranty, execute, deliver or acknowledge (at the Issuer’s expense) such any necessary or proper instruments of termination, satisfaction or releases release to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents. (b) No Collateral shall be released from the Liens and security interest created by the Collateral Documents or pursuant to the Intercreditor Agreements. Neither provisions of the Collateral Documents unless there shall have been delivered to the Trustee nor the Notes Officers’ Certificate required by this Section. (c) At any time when a Default or Event of Default shall have occurred and be continuing, the maturity of the Securities shall have been accelerated (whether by declaration or otherwise), and the Trustee shall have delivered a notice of acceleration to the Company, no release of Collateral Agent pursuant to the provisions of the Collateral Documents shall be liable for any such effective as against the Holders of Securities. (d) The release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in from the Intercreditor Agreements to the contrary, the Trustee terms of this Indenture and the Notes Collateral Agent Documents shall not be deemed to impair the security under any obligation this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms hereof. To the extent applicable, the Company shall cause TIA §313(b), relating to reports, and TIA §314(d), relating to the release any such of property or securities from the Lien and security interestinterest of the Collateral Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Collateral Documents, to be complied with. Any certificate or execute and deliver any opinion required by TIA §314(d) may be made by an Officer of the Company except in cases where TIA §314(d) requires that such instrument certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the Trustee in the exercise of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counselreasonable care.

Release of Collateral. (a) HoldingsSubject to subsections (b), the Issuer (c), (d), (e) and the Guarantors will (f) of this Section 10.3, Collateral may be entitled to the releases of property and other assets included in the Collateral released from the Liens securing the Notes, Lien and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited security interest created by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents at any time or from time to time upon the request of the Company pursuant to an Officers' Certificate certifying that all terms for release and conditions precedent hereunder and under the Intercreditor Agreements, as applicable, to such release applicable Collateral Document have been met and specifying (A) the identity of the Collateral to be released and (B) the provision of this Indenture that it is proper for the authorizes such release. The Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such shall release, and shall give any instruments necessary consent, waiver or instruction to the Collateral Agent, to release (at the sole cost and expense of terminationthe Company) (i) all Collateral that is contributed, satisfactionsold, leased, conveyed, transferred or otherwise disposed of, provided such contribution, sale, lease, conveyance, transfer or other disposition is or will be in accordance with the provisions of this Indenture, including, without limitation, the requirement that the net proceeds, if any, from such contribution, sale, lease, conveyance, transfer or other disposition are or will be applied in accordance with this Indenture and that no Default or Event of Default has occurred and is continuing or would occur immediately following such release; (ii) Collateral which may be released with the consent of Holders pursuant to Article 8 hereof, (iii) all Collateral (except as provided in Article 9 hereof) upon discharge or release prepared defeasance of this Indenture in accordance with Article 9 hereof; (iv) all Collateral upon the payment in full of all obligations of the Company with respect to the Senior Notes; and (v) Collateral of a Guarantor whose Guarantee is released pursuant to Section 11.4 hereof. Upon receipt of such Officers' Certificate, an Opinion of Counsel and any other opinions or certificates required by this Indenture and the IssuerTIA, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such any necessary or proper instruments of termination, satisfaction or releases release to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or and the Collateral Documents. (b) No Collateral shall be released from the Lien and security interest created by the Collateral Documents or pursuant to the Intercreditor Agreements. Neither provisions of the Collateral Documents unless there shall have been delivered to the Trustee nor the Notes certificates required by this Section 10.3. (c) The Trustee may release Collateral Agent from the Lien and security interest created by this Indenture and the Collateral Documents upon the sale or disposition of Collateral pursuant to the Trustee's powers, rights and duties with respect to remedies provided under any of the Collateral Documents. (d) The release of any Collateral from the terms of this Indenture and the Collateral Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms hereof. To the extent applicable, the Company shall cause TIA Section 313(b), relating to reports, and TIA Section 314(d), relating to the release of property or securities from the Lien and security interest of the Collateral Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Collateral Documents, to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of the Company except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be liable for an independent engineer, appraiser or other expert selected or approved by the Trustee in the exercise of reasonable care. (e) Notwithstanding the foregoing, the Company and each Subsidiary, as the case may be, pursuant to the terms of this Indenture and the Collateral Documents, may effect any disposition of Collateral and such release undertaken in reliance Collateral shall be released from the Lien and security interest created by this Indenture and the Collateral Documents without the delivery of any opinions or certificates upon any such Officer’s Certificate release; provided that (i) Section 4.8 is complied with and (ii) any property or Opinion assets acquired with any proceeds of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements such disposition becomes subject to the contrary, the Trustee Lien and security interest created by this Indenture and the Notes Collateral Agent Documents; provided, further, that the Company shall deliver to the Trustee, within 15 days after each of the six-month periods ended April 15 and October 15 in each year, an Officers' Certificate to the effect that all releases of Collateral by the Company or any Subsidiary, as the case may be, during the preceding six-month period were in accordance with the provisions of the Collateral Documents and this Indenture and that all proceeds therefrom were used by the Company or such Subsidiary as permitted herein (or will be so used within the time permitted by this Indenture). (f) The fair value of Collateral released from the Lien and security interest created by this Indenture and the Collateral Documents pursuant to Section 10.3(e) hereof shall not be under any obligation to release any such considered in determining whether the aggregate fair value of Collateral released from the Lien and security interest, interest created by this Indenture and the Collateral Documents in any calendar year exceeds the 10% threshold specified in Section 314(d)(l) of the TIA; provided that the Company's right to rely on this sentence at any time is conditioned upon the Company having furnished to the Trustee the certificates described in Section 10.3(e) hereof that were required to be furnished to the Trustee at or execute and deliver any prior to such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counseltime.

Release of Collateral. (a) Holdings, the Issuer and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests Security Interests in all Collateral securing the Notes also Obligations will be released automatically released, without delivery of any instrument or any action by any party, upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Investor Notes and all other obligations (other than contingent indemnity obligations not then due and payable) Obligations under this Indenturethe Investor Notes, the Note Guarantees Guarantee and Collateral Agreement and the Collateral other Note Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is are paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (db) With respect to any release of Collateralthe Security Interests securing the Obligations, upon receipt of an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture Note and the Collateral Documents and the Intercreditor Agreements, as applicableSecurity Documents, to such release have been met and that it is of any necessary or proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the IssuerCompany, the Trustee shall, or shall cause the Notes Collateral Agent toshall, execute, deliver or acknowledge (at the IssuerCompany’s expense) such instruments or releases (whether electronically or in writing) to evidence evidence, and shall do or cause to be done all other acts reasonably necessary to effect, in each case as soon as reasonably practicable, the release and discharge of any Collateral permitted to be released pursuant to this Indenture Note or the Collateral Documents or the Intercreditor AgreementsSecurity Documents. Neither the Trustee Holder nor the Notes Collateral Agent shall be liable for any such release or subordination undertaken in reliance upon any such Officer’s Officers’ Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Security Document or in the Intercreditor Agreements to the contrary, the Trustee Holder and the Notes Collateral Agent shall not be under any obligation to release or subordinate any such Lien and security interestSecurity Interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Officers’ Certificate and Opinion of Counsel.

Release of Collateral. (a) Holdings, the The Issuer and the Guarantors will be entitled to the releases release of property and other assets included in the Collateral from the Liens securing the Notes, Notes and pursuant to the Collateral Documents, the Liens will automatically be released, Guarantees under any one or more of the following circumstances: (1) to enable the sale upon any sale, transfer or other disposition by the Issuer or any Guarantor of such property or assets, including Capital Stock (other than any Collateral that is permitted under this Indenture to any Person that is not the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in to the case of a Guarantor that extent the property constituting such Collateral is released from its Note Guaranteeowned by any Guarantor, upon the release of the property and assets of such GuarantorGuarantor from its obligations under its Guarantee; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such leaseotherwise becomes Excluded Property; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture;as described under Article IX; and (5) in accordance with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereofFirst Lien Intercreditor Agreement. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes or the Guarantees also will be released upon (i) payment a satisfaction and discharge pursuant to Section 11.1 hereof or (ii) a legal defeasance or covenant defeasance pursuant to Article VIII hereof. (c) The Issuer will have the right, upon delivery of any Officer’s Certificate to the Trustee and the Collateral Agent, to release certain property and other assets that are owned by a Guarantor, and included in full of the principal ofCollateral, together with accrued and unpaid interest on, from the Liens securing the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time extent that, at such principaltime, together with accrued (i) such Guarantor does not guarantee Indebtedness of the Issuer outstanding under any Credit Facility that is secured (or is required to be secured) by Liens on such property or other assets of such Guarantor and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereofthe Issuer has an Investment Grade Rating on its senior unsecured long-term debt from both Rating Agencies. (d) With respect In addition, the Issuer will have the right, upon delivery of an Officer’s Certificate to the Trustee and the Collateral Agent, to release certain property and other assets that are owned by the Issuer, and included in the Collateral, from the Liens securing the Notes to the extent that, at such time, (i) the Issuer shall not have incurred or guaranteed Indebtedness outstanding under any Credit Facility that is secured (or is required to be secured) by Liens on such property or other assets of the Issuer and (ii) the Issuer has an Investment Grade Rating on its senior unsecured long-term debt from both Rating Agencies. (e) To the extent the Collateral Agent is required or requested to take any action to effect the release of any Collateral, upon receipt the Issuer and each Guarantor will furnish to the Collateral Agent, prior to each proposed release of Collateral pursuant to the Security Documents and this Indenture; (i) an Officer’s Certificate requesting such release, including a statement to the effect that all conditions precedent provided for in this Indenture and the Security Documents to such release have been complied with including the delivery to the Collateral Agent of all documents required under this Section 13.03(e); (ii) a form of such release requested to be executed and delivered by the Collateral Agent (if applicable); and (iii) all documents (if any) expressly required by this Indenture, the Security Documents and the Intercreditor Agreements. Upon compliance by the Issuer or the Guarantors, as the case may be, with the conditions precedent set forth above and in the Security Documents and delivery to the Trustee and the Collateral Agent of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under required by this Indenture and the Security Documents have been complied with, the Trustee or the Collateral Documents and the Intercreditor AgreementsAgent, as applicable, shall promptly cause the released Collateral to such release have been met be released and that it is proper for reconveyed to the Trustee Issuer or Notes Collateral Agent to execute the applicable Guarantor and deliver the documents shall take all other actions reasonably requested by the Issuer or the Guarantor in connection with such release, and any instruments of termination, satisfaction, discharge or therewith. (f) The release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted in accordance with the terms of this Indenture and the Security Documents shall not be deemed to be released pursuant to impair the security under this Indenture on any remaining Collateral or affect the Lien of this Indenture or the Security Documents on any remaining Collateral pursuant to this Indenture, the Security Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.

Release of Collateral. (a) Holdings, the Issuer The Company and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, Note Obligations under any one or more of the following circumstances: (1) to enable upon the sale or other disposition full and final payment and performance of such property or assets, including Capital Stock (other than to all Note Obligations of the Issuer or a Guarantor), to Company and the extent not prohibited under Section 4.10 hereofGuarantors; (2) with respect to any asset constituting Collateral, if such Collateral is sold or otherwise disposed of in accordance with the case terms of Section 4.18 (“Asset Sales”) and the Collateral Agreements and the Company has delivered to the Noteholder Collateral Agent an Officers’ Certificate certifying to such effect; provided that (a) any cash received from a Guarantor that is released disposition of Collateral will be required to be deposited in a deposit account controlled by the Company and held as Collateral subject to the Liens pending its application or use in compliance with Section 4.18 (“Asset Sales”) and, from its Note Guaranteesuch deposit account, the release Company or any Restricted Subsidiary may withdraw funds to deploy the proceeds of an Asset Sale in compliance with Section 4.18 (“Asset Sales”); and (b) to the property extent that any disposition in such Asset Sale was of Collateral, the non-cash consideration received is pledged as Collateral under the Collateral Agreements substantially simultaneously with such sale, in accordance with the requirements set forth in this Indenture and assets of such Guarantorthe Collateral Agreements; (3) to upon legal or covenant defeasance or satisfaction and discharge of the extent such Collateral is comprised of property leased to the Issuer or a GuarantorNotes as provided in Sections 8.02, upon termination or expiration of such lease(“Legal Defeasance and Discharge,”), 8.03 (“Covenant Defeasance”) and 10.01 (“Satisfaction and Discharge,”); (4) with respect to Collateral that is Capital Stockan applicable Subsidiary, upon the dissolution or liquidation occurrence of the issuer of that Capital Stock that is not prohibited by this Indenturea Contract Unwind Trigger; (5) with respect to any Collateral that becomes assignment of rights under the respective terminated Internal Charter only, upon the occurrence of an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens)Internal Charter Unwind Trigger; (6) upon if any Guarantor is released from its Note Guarantee in accordance with the achievement terms of Investment Grade Status this Indenture (including by virtue of such Guarantor ceasing to be a Restricted Subsidiary), that Guarantor’s assets will also be released from the Notes; provided that such Collateral shall be reinstated upon Liens securing its Note Guarantee and the Reversion Dateother Obligations; or (7) as described under Article 9 hereofprovided in the Second Lien Intercreditor Agreement. (b) The first priority Liens on In addition to the Collateral securing foregoing, the Notes Company and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection Guarantors will comply with the foreclosure ofprovisions of TIA § 314. To the extent applicable, the Company and the Guarantors will comply with TIA § 314(d), relating to the release of property or securities or relating to the substitution therefor of any property or securities to be subjected to the Lien of the security documents. Any certificate or opinion required by TIA § 314(d) may be made by an Officer of the Company except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other exercise of remedies with respect to, Collateral expert selected by the Applicable Collateral Agent (as defined Company. Notwithstanding anything to the contrary in this paragraph, the Pari Passu Intercreditor Agreement Company will not be required to comply with all or any portion of TIA § 314(d) if it determines, in good faith based on advice of counsel, that under the Pari Passu Intercreditor Agreement (except with respect terms of TIA § 314(d) and/or any interpretation or guidance as to the proceeds meaning thereof of such salethe SEC, transfer including “no action” letters or disposition)exemptive orders, all or any portion of TIA § 314(d) is inapplicable to one or a series of released Collateral. (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, except as otherwise provided in the Intercreditor Agreements, upon receipt of an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, Agreements to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such releasemet, and any necessary or proper instruments of termination, satisfaction, discharge satisfaction or release prepared by the IssuerCompany or the Guarantors, as the case may be, the Trustee Noteholder Collateral Agent shall, or shall cause at the Notes Collateral Agent toCompany’s sole cost and expense, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or Agreements, including the Intercreditor Agreements. Neither the Trustee nor the Notes Noteholder Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Officers’ Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Noteholder Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge satisfaction or termination, unless and until (i) it receives such Officer’s Officers’ Certificate and Opinion of CounselCounsel or (ii) the Intercreditor Agreements expressly provides for automatic release of Collateral under this Indenture. (d) For the purposes of the TIA or otherwise under the Indenture, the release of any Collateral from the terms of the Collateral Agreements shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to this Indenture, the Collateral Agreements or the Credit Agreement Collateral Agreements.

Release of Collateral. Lender shall, upon thirty (a30) Holdingsdays advance written notice, the Issuer and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from release the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) granted hereunder with respect to a Collateral that is Capital StockPool Property or Properties which constitute(s) less than all Collateral Pool Properties, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met Borrower shall pay Lender Ten Thousand Dollars and NO/100 ($10,000.00) per property, and Borrower shall pay Lender and Servicer all actual, reasonable out-of-pocket costs and expenses that it is proper for the Trustee Lender or Notes Collateral Agent to execute and deliver the documents requested by the Issuer Servicer incur in connection with such release, including, but not limited to, reasonable attorneys’ fees, (ii) at the time of the request for such release, no Event of Default or Potential Default shall exist, and any instruments (iii) after giving effect to such release, no Event of terminationDefault or Potential Default shall exist, satisfactionand Borrower shall be in compliance with all provisions hereof, discharge provided, however, that if such release would otherwise cause Borrower to be in non-compliance with the Sublimits set forth in Section 2.6.1, Borrower shall have the opportunity to cure the same prior to or simultaneously with such release prepared by the Issuereither (a) pledging collateral in form, the Trustee shallsubstance, value and in a manner all acceptable to Lender, in its sole discretion (including, without limitation, Qualifying Rate Cap Agreements and Qualifying Rate Swap Agreements), or (b) prepaying so much of the Loan as is necessary to cause compliance with the Sublimits, each in accordance with the provisions of Section 4.3. Notwithstanding such thirty (30) day time period to obtain a release, Lender shall cause upon five (5) Business Days notice provide a “payoff letter” stating the Notes amount necessary to obtain a release so as to effectuate a sale or refinance of the subject Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence Pool Property. Upon the release and discharge of any a Lien on a Collateral permitted to Pool Property, if the owner of such Collateral Pool Property owns no other Collateral Pool Properties, such owner may be released from its obligations under the Loan Documents in Lender’s sole discretion. Notwithstanding the foregoing, under no circumstances may Borrower receive a release of the Security Instrument with respect to the last property in the Collateral Pool prior to the Maturity Date, unless this Agreement shall have been terminated pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselSection 2.14 hereunder.

Release of Collateral. (a) HoldingsProvided no Default or Event of Default shall have occurred hereunder and be continuing (or would exist immediately after giving effect to the transactions contemplated by this § 5.3(a)), the Issuer and Agent shall release the Guarantors will be entitled to the releases of property and other assets included in the Collateral Additional Mortgaged Property from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one lien or more security title of the Security Documents encumbering the same upon the request of the Borrower subject to and upon the following circumstancesterms and conditions: (1i) to enable the sale or other disposition of such property or assets, including Capital Stock (other than The Borrower shall deliver to the Issuer or a Guarantor), Agent written notice of its desire to obtain such release no later than three (3) Business Days prior to the extent not prohibited under Section 4.10 hereofdate on which such release is to be effected; (2ii) in the case The Borrower shall certify to Agent that no Default or Event of a Guarantor that is released from its Note Guarantee, the release of the property and assets of Default shall exist after giving effect to such Guarantorrelease; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (biii) The first priority Liens on the Collateral securing the Notes Borrower shall pay all reasonable costs and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition expenses of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, including, without limitation, reasonable attorney’s fees; and (iv) The Borrower or Additional Guarantor shall pay to the Agent for the account of the Lenders a release price, which payment shall be applied to reduce the outstanding principal balance of the Loans as provided in § 3.4, in an amount equal to Fifty Million and No/100 Dollars ($50,000,000.00). Upon satisfaction of the terms and conditions of this § 5.3(a), the Agent shall promptly execute and deliver to Borrower and Additional Guarantor a release of the CH1 Mortgage, the CH1 Assignment of Leases and Rents and any instruments UCC financing statements filed in connection therewith evidencing the termination and release of terminationAgent’s security interest and lien in the Additional Mortgaged Property, satisfaction, discharge or and a release prepared by of the Issuer▇▇▇ ▇▇▇▇▇▇▇▇, the Trustee shallCH1 Indemnity Agreement and the CH1 Indemnity and Guaranty Agreement all without the need for any consent from, or shall cause the Notes Collateral Agent notice to, executeany Lender. (b) Upon the refinancing or repayment of the Obligations in full, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable entitled to release the Collateral from the lien and security interest of the Security Documents and to release the Borrower and Additional Guarantor, as applicable, provided that Agent has not received a notice from the “Representative” (as defined in §14.17) or the holder of the Hedge Obligations that any Hedge Obligation is then due and payable to the holder thereof.” (k) By inserting at the end of the last sentence of Section 6.10 of the Credit Agreement “and for any such release undertaken Additional Guarantor is ▇▇-▇▇▇▇▇▇▇” before the period. (l) By deleting the introductory sentence of Section 6 of the Credit Agreement in reliance upon any such Officer’s Certificate its entirety and inserting in lieu thereof the following: “Borrower, Guarantor and Additional Guarantor, as applicable, represent and warrant to the Agent and the Lenders as follows.” (m) By adding at the end of Section 6.21 the following: “REIT is the managing member of Safari Ventures LLC, a Delaware limited liability company, which is the sole member of Tarantula Interests LLC, a Delaware limited liability company, which is the sole member of Additional Guarantor. REIT owns (directly or Opinion indirectly) not less than fifty percent (50%) of Counselthe economic, voting and beneficial interest in Additional Guarantor, and notwithstanding any term hereof Guarantor owns (directly or indirectly) not less than ninety-nine percent (99%) of (and REIT owns the balance of) the economic, voting and beneficial interests in any Collateral Document or in the Intercreditor Agreements Tarantula Interests LLC, free and clear of all Liens.” (n) By adding as new Section 6.32 to the contrary, Credit Agreement the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.following:

Release of Collateral. (a) HoldingsCollateral shall be released from the Liens and security interests created by the Security Documents at any time and from time to time in accordance with the provisions of the Security Documents, the Issuer Intercreditor Agreements and this Indenture. Notwithstanding anything to the contrary in the Security Documents, the Intercreditor Agreements and this Indenture, the Collateral shall also be released automatically from the Liens and security interests created by the Security Documents (without the need for any further action by any Person), and the Company and the Subsidiary Guarantors will be entitled to any instruments, documents, and agreements necessary or desirable to evidence and confirm the releases release of property and other assets included in the constituting Collateral from the Liens securing the Notes, Notes and pursuant to the Collateral Documents, the Liens will automatically be releasedGuarantees, under any one or more of the following circumstances: (1i) to enable the sale Company or any Subsidiary Guarantor to consummate the sale, exchange, transfer or other disposition (including by the termination of Financing Lease Obligations, the repossession of the leased property in a Financing Lease Obligation by the lessor and by means of a distribution or a Restricted Payment) of such property Collateral (including as part of or assetsin connection with any other sale, including Capital Stock (exchange, transfer or other disposition) to any Person other than to the Issuer Company or a Subsidiary Guarantor), to the extent such sale, exchange, transfer or other disposition is not prohibited under Section 4.10 hereof4.10; (2ii) in the case of a Subsidiary Guarantor that is released or discharged from its Note Guarantee, the release of with respect to the property and other assets of such Subsidiary Guarantor, upon the release or discharge of such Subsidiary Guarantor from its Guarantee; (3iii) with respect to any Collateral that is or becomes “Excluded Property,” upon it becoming Excluded Property; (iv) in accordance with Section 4.12(b); (v) [reserved]; (vi) in connection with any enforcement action or exercise of remedies taken by the Controlling Collateral Agent, in accordance with the terms of the Equal Priority Intercreditor Agreement or the Security Documents; or (vii) as described under Article 9. (viii) upon payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Obligations in respect of the Notes under this Indenture, the Guarantees and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid; (ix) to the extent such Collateral is comprised of property leased to the Issuer Company or a Subsidiary Guarantor by a Person that is not the Company or a Subsidiary Guarantor, upon termination or expiration of such lease; (4x) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6xi) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer Legal Defeasance or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except Covenant Defeasance with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this IndentureIndenture as described under Section 8.02 and Section 8.03, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) a satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture with respect to the Notes as described under Article 8 hereofSection 11.01; (xii) pursuant to the Equal Priority Intercreditor Agreement and the Security Documents with respect to the Notes, in each case, other than any Contingent Obligations (including contingent indemnity obligations not yet due or payable); or (xiii) with respect to Collateral owned by BST, HST and their Subsidiaries only, upon a Permitted BST/HST Equity Disposition. (db) With respect In addition, and notwithstanding anything to the contrary in the Security Documents, the Intercreditor Agreements and this Indenture, upon request of the Company any release Lien on any Collateral may be subordinated to the holder of Collateralany Lien on such Collateral that is created, incurred, or assumed pursuant to clauses (1), (4), (5) (to the extent related to Indebtedness permitted to be incurred pursuant to Section 4.09(b)(4), (7), (8) (as it relates to Liens secured by clause (4) (to the extent related to Section 4.09(b)(4) and clause (7) of the definition of Permitted Liens)), (16), (19), (23), (24), (25), (28), (29), (31)(a), (32), (33), (35), (40), (45), (46), (53), (54), (55) and (73)(i) of the definition of “Permitted Liens”. In addition, notwithstanding anything to the contrary in the Security Documents, the Intercreditor Agreements and this Indenture, upon reasonable request of the Company, the Trustee and the Notes Collateral Agent shall (without notice to, or consent of, any Holder), upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and Indenture, the Collateral Security Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper permitted for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection Company, enter into subordination or intercreditor agreements with such release, and any instruments of termination, satisfaction, discharge or release prepared by respect to Indebtedness to the Issuer, extent the Trustee shall, or shall cause the Notes Collateral Agent tois otherwise contemplated herein as a party to such subordination or intercreditor agreements, execute, deliver or acknowledge (at in each case to the Issuer’s expense) such instruments or releases to evidence extent consistent with the release and discharge provisions of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor AgreementsSection 13.16. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release or other action undertaken in reliance upon any such Officer’s Certificate or Opinion of CounselCertificate, and notwithstanding any term hereof or in any Collateral Security Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge satisfaction or termination, unless and until it receives such Officer’s Certificate. (c) With respect to any release of Collateral, upon receipt of an Officer’s Certificate stating that all conditions precedent under this Indenture and Opinion the Security Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is permitted for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Company in connection with such release and any necessary or proper instruments of Counseltermination, satisfaction or release prepared by the Company, the Trustee and the Notes Collateral Agent shall execute, deliver or acknowledge (at the Company’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Security Documents or the Intercreditor Agreements and shall do or cause to be done (at the Company’s expense) all acts reasonably requested of them to release such Lien as soon as is reasonably practicable. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release or other action undertaken in reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in any Security Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction or termination, unless and until it receives such Officer’s Certificate.

Release of Collateral. (a) HoldingsSubject to Sections 11.03(b) and 11.04, the Collateral may be released from the Liens and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents or as provided hereby. The Issuer and the Guarantors will be entitled to the releases a release of property and other assets included in the Collateral from the Liens securing the NotesSecurities, and pursuant to the Trustee shall promptly release, or instruct the Collateral DocumentsAgent to promptly release, as applicable, the Issuer and/or such Guarantors from such Liens will automatically be releasedat the Issuer’s sole cost and expense, under any one or more of the following circumstances: (1) to enable the sale Issuer or other disposition any Restricted Subsidiary to sell, exchange or otherwise dispose of such property or assets, including Capital Stock (any of the Collateral to any Person other than to the Issuer or any Guarantor (but excluding any transaction subject to Article 5 where the recipient is required to become the obligor on the Securities or a Guarantor), Guarantee) to the extent not prohibited under by this Indenture, including Section 4.10 hereof4.06; (2) in the case of a Guarantor that is released from its Note GuaranteeGuarantee with respect to the Securities in accordance with this Indenture, the release of the property and assets of Collateral owned by such Guarantor; (3) to in respect of the extent such Collateral is comprised of property leased to the Issuer or owned by a Guarantor, upon termination or expiration the designation of such lease;Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.04 and the definition of “Unrestricted Subsidiary”; or (4) pursuant to an amendment, supplement or waiver in accordance with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon 9. Upon receipt of an Officer’s Officers’ Certificate and an Opinion of Counsel each stating certifying that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor AgreementsSecurity Documents, as applicableif any, to such release have been met and that it is any necessary or proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested (as determined by the Issuer in connection with such release, and any Issuer) instruments of termination, satisfaction, discharge satisfaction or release have been prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, shall promptly execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Security Documents. (b) At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Securities has been accelerated (whether by declaration or otherwise) and the Trustee (if not then also appointed and serving as Collateral Documents Agent) has delivered a notice of acceleration to the Collateral Agent, no release of Collateral pursuant to the provisions of this Indenture or the Intercreditor Agreements. Neither Security Documents will be effective as against the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselHolders.

Release of Collateral. (a) HoldingsSubject to the other provisions of this Section 10.03 and the terms of the Intercreditor Agreements and the other Collateral Documents, the Issuer Trustee will determine the circumstances and manner in which the Guarantors Collateral will be entitled disposed of, including the determination of whether to the releases release all or any portion of property and other assets included in the Collateral from the Liens securing security interests created by the NotesCollateral Documents and whether to foreclose on the Collateral following an Event of Default. Collateral may be released from the Lien and security interests created by the Collateral Documents at any time or from time to time in accordance with the provisions of the Collateral Documents and as provided in this Section 10.03. Subject to the provisions of the Intercreditor Agreements, and upon the request of the Issuers pursuant to an Officers' Certificate certifying that all terms for release and conditions precedent under this Indenture and under any applicable Collateral Document have been met and specifying (1) the identity of the Collateral Documentsto be released and (2) the provisions of this Indenture or the applicable Collateral Document which authorize such release, the Trustee shall release the Liens will automatically be released, under any one or more in favor of the following circumstancesTrustee (at the sole cost and expense of the Issuers) on: (1) all Collateral that is contributed, sold, leased, conveyed, transferred or otherwise disposed of (a) in an Asset Sale, Permitted Investment or Restricted Payment in accordance with this Indenture and the Collateral Documents, (b) to enable an Unrestricted Subsidiary of ▇▇▇▇ Las Vegas in accordance with this Indenture and the sale Collateral Documents or other disposition of such property or assets, including Capital Stock (other than to c) as expressly permitted by the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereofCollateral Documents; (2) in the case of a Guarantor all Collateral that is released condemned, seized or taken by the power of eminent domain or otherwise confiscated pursuant to an Event of Loss; provided that the Net Loss Proceeds, if any, from its Note Guarantee, the release Event of the property Loss are or shall be applied in accordance with Sections 3.10 and assets of such Guarantor4.16 hereof; (3) to the extent such all Collateral is comprised (except as provided in Articles 8 and 12 of property leased to the Issuer this Indenture) upon discharge or a Guarantor, upon termination defeasance of this Indenture in accordance with Article 8 or expiration of such leaseArticle 12 hereof; (4) with respect to all Collateral that is Capital Stock, upon the dissolution or liquidation payment in full in immediately available funds of all Obligations of the issuer of that Capital Stock that is not prohibited by Issuers, the Guarantors and the Parent Guarantor under this Indenture, the Notes and the Collateral Documents; (5) with respect except as otherwise provided in this Indenture, the Collateral Documents or the Parent Guarantee, Collateral of a Guarantor or of the Parent Guarantor whose Note Guarantee is released or terminated pursuant to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens)the terms of this Indenture or the Parent Guarantee, as the case may be; (6) upon the achievement of Investment Grade Status by the NotesReleased Assets; provided that such Collateral shall be reinstated upon the Reversion Date; orand (7) as described under Article 9 hereofGovernment Transfers consisting of transfers of fee interests in real property. (b) The first priority Trustee shall release (at the sole cost and expense of the Issuers) the Liens in favor of the Trustee for the benefit of the Holders on all of the Golf Course Land, the Equity Interests in Desert Inn Improvement Co. and/or Desert Inn Water Company and the DIIC Water Permits (other than the DIIC Casino Water Permit), so long as: (1) both immediately prior to the release of the Liens (or, in the case of the release of the Golf Course Land, at the time a binding agreement for the disposition of that land is entered into, so long as the disposition takes place within 60 days following the date on which that binding agreement is entered into) and after giving pro forma effect to that release (as if, for purposes of calculating the Consolidated Leverage Ratio, such release had been made at the beginning of the applicable four-quarter period): (A) no Default or Event of Default exists, (B) the Consolidated Leverage Ratio of the Issuers and their Restricted Subsidiaries for the period of four full consecutive fiscal quarters of ▇▇▇▇ Las Vegas ending immediately prior to the release date is 3.0 to 1.0 or less, and (C) the senior secured long-term Indebtedness under the Credit Agreement is rated BB+ or higher by S&P and Ba1 or higher by ▇▇▇▇▇'▇, (2) the release occurs on or after the third anniversary of the Opening Date, (3) the lenders under the Credit Agreement concurrently release their Liens on the Collateral securing Golf Course Land, the Notes Equity Interests in Desert Inn Improvement Co. and/or Desert Inn Water Company and the Note Guarantees shall also terminate and DIIC Water Permits (other than the DIIC Casino Water Permit), in each case, to be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent Trustee, (as defined in 4) Desert Inn Water Company owns no assets other than the Pari Passu Intercreditor Agreement stock of Desert Inn Improvement Co., (5) under the Pari Passu Intercreditor Agreement either (except A) no Points of Diversion with respect to the proceeds Valvino Water Permits and the DIIC Casino Water Permit, ▇▇▇▇▇ associated therewith or rights-of-way necessary for the transportation to the Le Rêve casino water features of water drawn or to be drawn pursuant to such saleWater Permits, transfer are located on the Golf Course Land or disposition(B) the applicable entities that own the Golf Course Land to be released shall have transferred at no cost such easements to ▇▇▇▇ Las Vegas as are necessary for ▇▇▇▇ Las Vegas to access such Points of Diversion, own and operate such ▇▇▇▇▇ and transport the water drawn therefrom to the Le Rêve casino water features, (6) ▇▇▇▇ Las Vegas shall have taken all actions required pursuant to Section 4.32 hereof with respect to any assets or property acquired pursuant to clause (5) above, and (7) Wynn Resorts Holdings delivers an Officers' Certificate (including supporting calculations in reasonable detail) to the Trustee confirming that the conditions in clauses (1), (2), (3), (4), (5) and (6) of this Section 10.03(b) have been satisfied. (c) The security interests Trustee shall release (at the sole cost and expense of the Issuers) the Liens granted by Wynn Resorts Holdings in favor of the Trustee for the benefit of the Holders in the Home Site Land if the lenders under the Credit Agreement concurrently release their first Liens on the Home Site Land, so long as no Default or Event of Default exists or is continuing immediately prior to or after giving effect to such release; provided that it shall not be deemed to be a release of such first priority Liens requiring the release by the Trustee of its Liens (for the benefit of the Holders) on the Home Site Land if the release of such first priority Liens is as a result of an extension, refinancing, renewal, replacement, amendment and restatement, restatement, defeasance or refunding (collectively, a "refinancing") of the Credit Agreement, as a result of which the first priority Liens in favor of the administrative agent (for the benefit of the lenders under the Credit Agreement) are replaced with Liens in favor of the lenders or holders of such refinancing Indebtedness (or a representative on their behalf). In the event that, following the release of the Trustee's Liens (for the benefit of the Holders) in the Home Site Land, ▇▇▇▇ Las Vegas, the Restricted Entities or any of their respective Restricted Subsidiaries grants a Lien on any or all Collateral of the Home Site Land to secure such refinancing Indebtedness or any guarantee thereof, such Person shall concurrently ▇▇▇▇▇ ▇ ▇▇▇▇ on such portions of the Home Site Land in favor of the Trustee for the benefit of the Holders to secure the Notes (or, if such Person is a Guarantor, its Note Guarantee); provided that the Lien in favor of the Trustee for the benefit of the Holders shall be a second priority Lien, subject only to the Liens securing the Notes also will be released upon (i) payment in full refinancing Indebtedness or the guarantee of the principal ofsuch Indebtedness, together with accrued as applicable, and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereofPermitted Liens). (d) With The Trustee shall release (at the sole cost and expense of the Issuers) the Liens granted by Wynn Resorts Holdings on the Wynn Home Site Land to secure its Obligations under its Note Guarantee in order to permit the construction of a personal residence for ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, so long as: (1) no Default or Event of Default exists or is continuing immediately prior to or after giving effect to that release, (2) the cash purchase price paid by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ for the ▇▇▇▇ Home Site Land prior to the release of such Liens in immediately available funds shall not be less than the then fair market value of the Wynn Home Site Land, (3) the purchase price is paid directly to Wynn Resorts Holdings so long as, prior to the release of such Liens, such purchase price is contributed in immediately available funds to ▇▇▇▇ Las Vegas as a common equity capital contribution (the "▇▇▇▇▇ ▇▇▇▇ Capital Contribution"), (4) the construction of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇'▇ personal residence shall not interfere with the design, construction, operation or use of the remainder of the Golf Course Land as a Golf Course and otherwise could not reasonably be expected to materially impair the overall value of the Project, (5) the lenders under the Credit Agreement concurrently release their Liens on the ▇▇▇▇ Home Site Land, (6) either (1) no Points of Diversion with respect to the Water Permits, ▇▇▇▇▇ associated therewith or rights-of-way necessary for the transportation to the Golf Course Land or the Le Rêve casino water features of water drawn or to be drawn pursuant to Water Permits, are located on the released Golf Course Land or (2) the entity that owns the released Golf Course Land shall have transferred at no cost: (A) in the case of Points of Diversion and associated ▇▇▇▇▇ with respect to the Valvino Water Permits and the DIIC Casino Water Permit, and rights-of-way necessary for the transportation to the Le Rêve casino water features of water drawn or to be drawn pursuant to Water Permits, such easements to ▇▇▇▇ Las Vegas as are necessary for ▇▇▇▇ Las Vegas to access such Points of Diversion, own and operate such ▇▇▇▇▇ and transport the water drawn therefrom to the Le Rêve casino water features, and (B) in the case of Points of Diversion with respect to all other DIIC Water Permits and the ▇▇▇▇▇ associated therewith, such easements to ▇▇▇▇ Las Vegas and Wynn Resorts Holdings as are necessary for ▇▇▇▇ Las Vegas and Wynn Resorts Holdings to access such Points of Diversion, own and operate such ▇▇▇▇▇ and transport the water drawn therefrom to the Golf Course Land, (7) ▇▇▇▇ Las Vegas and Wynn Resorts Holdings, as the case may be, shall have taken all actions required pursuant to Section 4.32 hereof with respect to any assets or property acquired pursuant to clause (6) above, and (8) Wynn Resorts Holdings delivers an Officers' Certificate to the Trustee confirming that the conditions in clauses (1), (2), (3), (4), (5), (6) and (7) of this Section 10.03(d) have been satisfied. (e) The Trustee shall release (at the sole cost and expense of the Issuers) the Liens granted by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ in favor of the Trustee for the benefit of the Holders on the Phase II Land to secure its Obligations under its Note Guarantee if the lenders under the Credit Agreement concurrently release their first priority Liens in the Phase II Land, so long as no Default or Event of Default exists or is continuing immediately prior to or after giving effect to that release; provided that it shall not be deemed to be a release of Collateralsuch first priority Liens requiring the release by the Trustee of its Liens on the Phase II Land if the release of such first priority Liens is as a result of a refinancing of the Credit Agreement, upon receipt as a result of an Officer’s Certificate and an Opinion which the first priority Liens in favor of Counsel each stating the administrative agent (for the benefit of the lenders under the Credit Agreement) are replaced with Liens in favor of the lenders or holders of such refinancing Indebtedness (or a representative on their behalf). In the event that, following the release of the Trustee's Liens (for the benefit of the Holders) in the Phase II Land, ▇▇▇▇ Las Vegas, the Restricted Entities or any of their respective Restricted Subsidiaries grants a Lien on any or all of the Phase II Land to secure such refinancing Indebtedness or any guarantee thereof, such Person shall concurrently ▇▇▇▇▇ ▇ ▇▇▇▇ on such Phase II Land in favor of the Trustee for the benefit of the Holders to secure the Notes (or, if such Person is a Guarantor, its Note Guarantee); provided that all conditions precedent under this Indenture and the Collateral Documents and Lien in favor of the Intercreditor AgreementsTrustee for the benefit of the Holders shall be a second priority Lien, subject only to the Liens securing the refinancing Indebtedness or the guarantee of such Indebtedness, as applicable, and other Permitted Liens). Notwithstanding anything to such the contrary herein, nothing in this Section 10.03(e) shall permit the release have of any portions of the Phase II Land on which any Entertainment Facility is being or has been met and that it is proper for constructed from time to time. (f) Upon receipt by the Trustee of the applicable Officers' Certificate required to be delivered pursuant to Sections 10.03(a), (b), (c), (d) or Notes Collateral Agent to execute and deliver (e), as the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuercase may be, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such any necessary or proper instruments of termination, satisfaction or releases release to evidence the release and discharge of any Collateral permitted to be released pursuant to this Section 10.03. (g) The release of any Collateral from the terms of this Indenture and the Collateral Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms of the Collateral Documents or this Indenture. To the extent applicable, the Issuers shall cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the release of property or securities from the Lien and security interest of the Collateral Documents and this Indenture and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Collateral Documents and this Indenture, to be complied with. Any certificate or opinion required by TIA § 314(d) may be made by an Officer of ▇▇▇▇ Las Vegas except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the Trustee in the exercise of reasonable care. (h) Notwithstanding anything to the contrary in this Indenture or the Collateral Documents, no Collateral may be released from the Lien and security interests created by the Collateral Documents or unless the Intercreditor Agreements. Neither Officers' Certificate required by this Section 10.03 has been delivered to the Trustee nor the Notes Collateral Agent shall be liable for and any such release undertaken in reliance upon any such Officer’s Certificate or Opinion applicable provisions of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements have been complied with. (i) At any time when a Default or Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise), no release of Collateral pursuant to the contrary, provisions of this Section 10.03 or the Trustee and Collateral Documents shall be effective as against the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument Holders of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselNotes.

Release of Collateral. (a) HoldingsSubject to subsections (b), the Issuer (c) and the Guarantors will (d) of this Section 14.03, Collateral may be entitled to the releases of property and other assets included in the Collateral released from the Liens securing Lien and security interest created by the Notes, and pursuant to Security Agreement only in accordance with the Collateral Documents, the Liens will automatically be released, under any one or more provisions of the following circumstances: (1) to enable Security Agreement or the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereofInterest Escrow Agreement. (b) The first priority Liens Except to the extent that any Lien on proceeds of Collateral is automatically released by operation of Section 9-306 of the Uniform Commercial Code or other similar law, no Collateral securing shall be released from the Notes Lien and security interest created by the Security Agreement pursuant to the provisions of the Security Agreement, other than to the Holders pursuant to the terms thereof or otherwise pursuant to the Interest Escrow Agreement, unless there shall have been delivered to the Trustee the certificate required by Section 14.03(d) and Section 14.04. (c) At any time when an Event of Default shall have occurred and be continuing and the Note Guarantees maturity of the Securities shall also terminate and have been accelerated (whether by declaration or otherwise), no Collateral shall be released automatically in connection with a salepursuant to the provisions of the Security Agreement, transfer or disposition and no release of Collateral that occurs in connection with contravention of this Section 14.03(c) shall be effective as against the foreclosure ofHolders of Securities, or other exercise except for the disbursement of remedies with respect to, Collateral by the Applicable Collateral Agent all Available Funds (as defined in the Pari Passu Intercreditor Agreement Interest Escrow Agreement) under the Pari Passu Intercreditor Agreement (except with respect and other Collateral to the proceeds of such sale, transfer or disposition). (cTrustee pursuant to Section 6(a) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereofInterest Escrow Agreement. (d) With respect to any The release of Collateral, upon receipt of an Officer’s Certificate any Collateral from the Liens and an Opinion of Counsel each stating that all conditions precedent under security interests created by this Indenture and the Security Agreement shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture the terms hereof or pursuant to the terms of the Collateral Documents or Documents. To the Intercreditor Agreements. Neither extent applicable, the Trustee nor the Notes Collateral Agent Issuers shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements cause TIA Section 314(d) relating to the contrary, release of property or securities from the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interestinterest of the Security Agreement to be complied with. Any certificate or opinion required by TIA Section 314(d) may be made by an Officer of each of the Issuers except in cases where TIA Section 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent appraiser or execute and deliver any such instrument other expert selected or approved by the Trustee in the exercise of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counselreasonable care.

Release of Collateral. (a) HoldingsSubject to subsections (b), (c) and (d) of this Section 9.3, in the event that any Collateral is sold, transferred or otherwise disposed of in accordance with Section 5.6(b), Section 9.3(e), or other transaction permitted by this Agreement (including, without limitation, pursuant to an Excepted Sale) or by the Security Documents, or otherwise pursuant to and in accordance with the Intercreditor Agreement if then in effect, the Issuer and Collateral shall, concurrently with the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assetsCollateral, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is automatically be released from its Note Guarantee, the release Lien of the property and assets of such Guarantor; (3) to relevant Security Documents, in accordance with the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation provisions of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes Security Documents and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under if then in effect. Upon the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full request of the principal ofCompany, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior pursuant to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Company Opinion of Counsel each stating and an Officer's Certificate certifying that all conditions precedent to such release hereunder and under this Indenture and the Collateral Security Documents and the Intercreditor Agreements, as applicable, to such release Agreement if then in effect have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuermet, the Trustee shall, shall (or shall cause the Notes Collateral Agent to) release such Collateral. Upon receipt of such Officer's Certificate, the Trustee shall (or shall cause the Collateral Agency to) (at the sole cost and expense of the Company) execute, deliver or acknowledge (at the Issuer’s expense) such any necessary or proper instruments of termination, satisfaction or releases release to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture Agreement or the Security Documents. (b) No Collateral shall be released from the Lien and security interest created by the Security Documents pursuant to the provisions of the Security Documents or the Intercreditor Agreements. Neither Agreement unless there shall have been delivered to the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of CounselCounsel and Officer's Certificate required by this Section 9.3; provided, and notwithstanding any term hereof or however, that if cash is to be released from a Pledged Account as provided in any Collateral Document this Agreement or in the Intercreditor Agreements Agreement if then in effect, one such Opinion of Counsel and one such Officer's Certificate delivered to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation sufficient to release any cover multiple releases of such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives cash from a Pledged Account as described in such Officer’s 's Certificate and addressed in such Opinion of Counsel. (c) At any time when a Default or Event of Default shall have occurred and be continuing and the maturity of the Bond Loan shall have been accelerated (whether by declaration or otherwise), no release of Collateral pursuant to the provisions of the Security Documents shall be effective as against the Trustee or the Holders of the Bonds. (d) The release of any Collateral from the terms of this Agreement and the Security Documents shall not be deemed to impair the security under this Agreement in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms of the Security Documents. (e) The Company shall not effect any Approved Sale unless it shall have complied with this Section 9.3(e) with respect thereto. Subject to the provisions of Section 5.7, the Security Documents and the Intercreditor Agreement if then in effect, upon an Approved Sale, the Net Cash Proceeds of the Approved Sale shall be placed in and shall remain in a Pledged Account (which Pledged Account may also secure, on a pari passu basis, Notes Debt to the extent then outstanding) and shall be released to the Company, at any time within 270 days, and at the Company's election, applied (A) to the extent the Company elects (or is so required by the terms of any Indebtedness), to prepay or repay the Credit Facility or (B)(i) to redeem or make other payments in respect of the Series C Preferred Stock, or (ii) to make an investment in replacement properties and assets that will be used in the business of making, processing or distributing steel products, including, without limitation, tin products or other coated steel products and related businesses, and grant in favor of the Trustee for the benefit of the holders of the Bonds a Lien on such replacement properties and assets, which Lien may be subordinated only to senior secured Indebtedness incurred to finance or refinance the acquisition of such replacement properties and assets and may be pari passu with a Lien granted in favor of the Notes Trustee to secure the Notes Debt to the extent the Notes Debt is outstanding or (C) to the extent of the balance of such Net Cash Proceeds after application in accordance with (A) or (B), to prepay the Bond Loan and redeem Bonds in accordance with Section 3.01(d) of the Indenture with respect to the Bonds and, to the extent the Notes Debt is then outstanding, purchase Senior Secured Notes on a pari passu basis in accordance with the Notes Indenture; provided, however, that if the Senior Secured Notes are no longer outstanding at the time of any such redemption as described in this clause (C), the Company shall be required to apply ten percent (10%) of such cash proceeds to prepay the Bond Loan and redeem Bonds. (f) In the event that a Lien on Collateral in favor of the Issuer is to be subordinated in accordance with Section 5.6(b) or Section 9.3(e), the Trustee shall execute and shall, if applicable, direct the Collateral Agent to execute, such a subordination agreement and/or intercreditor agreement, as such lender may reasonably require in order to effect and evidence such Lien subordination.

Release of Collateral. (a) Holdings, the Issuer and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), 29.1 Except to the extent expressly provided in this Clause 29, the Security Trustee shall release property from the security constituted by this Security Trust Deed as supplemented by the relevant Loan Note Supplement either in respect of all secured property or in respect of security created in respect of a particular Loan Note Supplement, only upon receipt of a notice from the Loan Note Issuer accompanied by an Officer's Certificate (as further described below), an Opinion of Counsel and CONFORMED COPY Independent Certificates in accordance with Sections 314(c) and 314(d)(1) of the TIA or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not prohibited require any such Independent Certificates, PROVIDED THAT the Loan Note Issuer shall be obliged to issue such notice: 29.1.1 to release all secured property from the security constituted by this Security Trust Deed and all relevant Loan Note Supplements, where all outstanding Series Loan Notes have been repaid in full and no Loan Note Holder has any further obligation to make any further subscription payment in respect of such Loan Notes; or 29.1.2 to release all secured property from the security constituted in respect of a particular Loan Note Supplement, where the relevant outstanding Series Loan Note issued pursuant to such Loan Note Supplement has been repaid in full and no Loan Note Holder under Section 4.10 hereof;such Loan Note Supplement has any further obligation to make any further subscription payment in respect of such Loan Note. (2) 29.2 Whenever any property is to be released from the security constituted by this Security Trust Deed as supplemented by the relevant Loan Note Supplement, the Loan Note Issuer shall also furnish to the Security Trustee an Officer's Certificate certifying that either Clause 29.1.1 or Clause 29.1.2 above is true, and that in the case opinion of a Guarantor that is released from its Note Guaranteesuch person the proposed release will not impair the security under this Security Trust Deed in contravention of the provisions hereof. 29.3 Notwithstanding anything to the contrary contained herein, the release Receivables Trustee may (A) collect, liquidate, sell or otherwise dispose of the property Receivables as and assets of such Guarantor; (3) to the extent such Collateral is comprised permitted or required by the Series Documents, (B) the Loan Note Issuer may make cash payments out of property leased the Loan Note Issuer Accounts as and to the Issuer extent permitted or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status required by the Notes; provided that such Collateral shall be reinstated upon Relevant Documents and (C) take any other action not inconsistent with the Reversion Date; or (7) as described under Article 9 hereofTIA. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment 29.4 Following irrevocable discharge in full of the principal of, together with accrued and unpaid interest onSecured Obligations of which the Security Trustee has notice, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior Security Trustee shall reassign to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereofLoan Note Issuer the Loan Note Issuer Jersey Secured Property. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.

Release of Collateral. Subject to the Intercreditor Agreement, (a) Holdingsthe Collateral Agent’s Liens upon the Collateral will no longer secure the Notes and Guarantees outstanding under this Indenture or any other Obligations under this Indenture (including the Note Obligations), the Issuer and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more right of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release Holders of the property Notes and assets of such Guarantor; Obligations (3including the Note Obligations) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation benefits and proceeds of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Agent’s Liens on the Collateral securing the Notes and the Note Guarantees shall also will automatically terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition).discharged: (c) The security interests in all Collateral securing the Notes also will be released upon (i) in whole, as to all property subject to such Liens which has been taken by eminent domain, condemnation or other similar circumstances; (ii) in whole, as to all property subject to such Liens, upon payment or satisfaction in full in cash of the principal of, together with accrued and unpaid interest onand premium, if any, and such other amounts due on the Notes and the payment in full in cash of all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at Obligations; or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture or Covenant Defeasance, in each case, as set forth under in Article 11 or 3 hereof; (iii) in part, as to any property that (A) is sold, transferred or otherwise disposed of by the Company or one of the Guarantors in a Legal Defeasance transaction permitted under Section 4.11 and not otherwise prohibited by this Indenture, at the time of such Disposition, to the extent of the interest Disposed of; provided, in each case, that any products or Covenant Defeasance under proceeds received by the Company or a Guarantor in respect of any such Collateral shall continue to constitute Collateral to the extent required by this Indenture as described under Article 8 hereof.and the Note Security Documents, or (B) is owned or at any time acquired by a Guarantor that has been released from its Guarantee (and any guarantee of other Note Obligations), concurrently with the release of such Guarantee (and any guarantee of other Note Obligations); (div) With respect as to any release property that constitutes all or substantially all of Collateralthe Collateral securing the Note Obligations, upon with the consent of the Holders as required under Section 10.02; (v) as to property that constitutes less than all or less than substantially all of the Collateral securing the Note Obligations, with the consent of the Requisite Holders; (vi) as to Collateral which becomes Excluded Property; and (vii) as ordered pursuant to applicable law under a final and nonappealable order or judgement of a court of competent jurisdiction. Upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating certifying that all conditions precedent and covenants under this Indenture and Indenture, including the Collateral Documents and the Intercreditor Agreementsspecific conditions precedent set forth in any of sub-paragraphs (i) through (vii) above, as applicable, and the Note Documents, if any, relating to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such releasecomplied with, and any necessary or proper instruments of termination, satisfaction, discharge satisfaction or release prepared by the IssuerCompany, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the IssuerCompany’s expense) ), without recourse, representation or warranty of any kind (express or implied), such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor AgreementsNote Documents. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in good faith in reliance upon any such Officer’s Certificate or and Opinion of Counsel, ; and notwithstanding any term hereof or in any Collateral Note Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge satisfaction or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.; and

Release of Collateral. (a) HoldingsSubject to Sections 8.01 and 8.02 hereof, the Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents or as provided hereby. The Issuer and the Guarantors will be entitled to the releases a release of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, Indenture Trustee shall release the same from such Liens will automatically be releasedat the Issuer’s sole cost and expense, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor)any Subsidiary to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 4.10 hereof4.06 or to the extent such transaction complies with Section 3.06; (2) in the case of a Guarantor that is released from its Note GuaranteeGuarantee with respect to the Notes in accordance with this Indenture, the release of the property and assets of such Guarantor;; or (3) pursuant to the extent such Collateral is comprised an amendment or waiver in accordance with Article 8 of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; . Upon receipt of an Officers’ Certificate (5) with respect and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer determination or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except investigation with respect to the proceeds of such sale, transfer or disposition). (ccontents thereof) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating certifying that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor AgreementsSecurity Documents, as applicableif any, to such release have been met and that it is any necessary or proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge satisfaction or release have been prepared by the Issuer, the Indenture Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Security Documents (b) At any time when an Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise), no release of Collateral Documents pursuant to the provisions of this Indenture or the Intercreditor Agreements. Neither Security Documents will be effective as against the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselHolders.

Release of Collateral. (a) HoldingsUpon the request of the Company to the Trustee pursuant to an Officers' Certificate certifying that all conditions precedent hereunder have been met and that no Event of Default has occurred and is continuing, the Issuer Company and the Guarantors will be entitled entitled, without the consent of the Holders, to the releases release of property and other assets included in the any Collateral from the Liens securing the Notes, Notes and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances:Subsidiary Guarantees (1) to enable the sale Company or any Restricted Subsidiary to consummate any sale, conveyance or other disposition of such property or assets, including Capital Stock any assets (other than to the Issuer or a Guarantor)Trust Moneys, to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being which are subject to certain Permitted Liens); (6) upon release from the achievement Lien of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents as provided under Article 11) in compliance with Section 4.14 (or in a transaction not subject to Section 4.14) to any Person other than the Company or a Restricted Subsidiary; provided, however, that the Lien of this Indenture and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to Documents will not be released pursuant to this Indenture Section 10.03(a) if such sale, conveyance or disposition is made as part of a transaction governed by Section 5.01; (2) pursuant to an amendment, waiver or supplement effected in accordance with Article 9. (b) Any Officers' Certificate requesting a release of Collateral under Section 10.03(a) shall (i) describe with particularity the Collateral Documents or items of property proposed to be covered by the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any release, (ii) state that such release undertaken is in reliance upon any such Officer’s Certificate or compliance with the terms of this Indenture and (iii) be accompanied by an Opinion of Counsel, and notwithstanding which may be rendered by internal counsel to the Company, to the effect that, in the opinion of such counsel, the Company has complied with the requirements of TIA Section 314(d); provided that any term hereof such Opinion of Counsel may rely on an Officers' Certificate or in certificates of public officials with respect to matters of fact. In the event of any release of any Collateral Document or in from Liens securing the Intercreditor Agreements Notes pursuant to Section 10.03(a), promptly after the contraryreceipt of such Officers' Certificate and accompanying Opinion of Counsel, the Trustee and the Notes Collateral Agent shall execute and deliver such documents as the Company shall reasonably request to effectuate the release of such Liens and to evidence such release. (c) Subject to Section 10.03(d), in the event of any release of Collateral in connection with the sale, conveyance or disposition of Collateral, the Company or a Restricted Subsidiary of the Company shall deposit with the Trustee the Net Cash Proceeds from such sale, conveyance or disposition (except Net Cash Proceeds from any sale, conveyance or disposition which is not required, or cannot be required through the passage of time or otherwise, to be used to repurchase or redeem or make an Offer to Purchase Notes hereunder). All cash or Cash Equivalents received by the Trustee pursuant to this Section 10.03 shall be held by the Trustee as Trust Moneys under Article 11 subject to application as therein provided. (i) In the event of any obligation sale, exchange or disposition of Collateral that results in the release of such Collateral pursuant to release clause (a) of this Section 10.03: (A) to the extent that the amount of Net Cash Proceeds resulting from such sale, exchange or disposition is less than $10,000,000, so long as no Event of Default shall have occurred and be continuing and subject to the limitations set forth in clause (iii) below, the Company is not required to deposit such Net Cash Proceeds with the Trustee as Trust Moneys as contemplated by this Section 10.03; and (B) to the extent that the amount of Net Cash Proceeds resulting from such sale, exchange or disposition is greater than or equal to $10,000,000, the Company and its Restricted Subsidiaries will be required to deposit the full amount of such Net Cash Proceeds with the Trustee as Trust Moneys as contemplated by this Section 10.03; provided, however, that so long as no Event of Default shall have occurred and be continuing and subject to the limitations set forth in clause (iii) below, the Company may withdraw Net Cash Proceeds (either in one withdrawal or a series of withdrawals) from the amounts held by the Trustee or Collateral Agent pursuant to Article 11 and apply such Net Cash Proceeds in any such manner not prohibited by the terms of this Indenture. (ii) Net Cash Proceeds arising from the sale, exchange or disposition of Collateral that is not deposited with the Trustee pursuant to clause (A) above or is withdrawn pursuant to clause (B) above are referred to collectively as "RELEASED PROCEEDS". Released Proceeds shall not be subject to the Lien and security interestinterest created hereunder or by the Collateral Documents. (iii) Notwithstanding anything to the contrary set forth in this Section 10.03(d), at no time may the aggregate amount of Released Proceeds which have not yet been applied in accordance with the terms of this Indenture exceed $10,000,000. (iv) The Company shall be permitted to retain Net Cash Proceeds from the sale, exchange or other disposition of Collateral pursuant to clause (d)(i)(A), and such Net Cash Proceeds shall be released from the Lien and security interest created hereunder or by the Collateral Documents, only to the extent that, simultaneously with the consummation of such sale, lease, conveyance or disposition, the Company has delivered to the Trustee and the Collateral Agent an Officers' Certificate that contains: (1) a statement that a sale, lease, conveyance or other disposition of Collateral has occurred; (2) a description of the Collateral that was the subject of the transaction and the consideration received in respect of such Collateral in the transaction; (3) a statement that no Event of Default has occurred and is continuing; (4) a statement that the aggregate amount of Released Proceeds outstanding immediately following the consummation of such transaction will not exceed $10,000,000; and (5) a covenant on behalf of the Company that the Released Proceeds that are the subject of the transaction will be applied by the Company in the manner contemplated by Section 4.14 within the time periods specified in such section. (v) The Company shall be permitted to withdraw Net Cash Proceeds from the sale, exchange or other disposition of, or execute other proceeds from, Collateral pursuant to clause (d)(i)(B), and deliver any the Trustee and Collateral Agent shall release such instrument Net Cash Proceeds from the Lien and security interest created hereunder or by the Collateral Documents, only to the extent that, at least three Business Days prior to the date of such withdrawal and release, satisfactionthe Company has delivered to the Trustee and Collateral Agent an Officers' Certificate that contains: (1) a statement as to the aggregate amount of Net Cash Proceeds to be withdrawn and released pursuant to clause (d)(i)(B); (2) a statement that no Event of Default has occurred and is continuing; (3) a statement that the aggregate amount of Released Proceeds outstanding immediately following such withdrawal and release will not exceed $10,000,000; and (4) a covenant on behalf of the Company that the Released Proceeds that are the subject of such withdrawal and release will be applied by the Company in the manner contemplated by Section 4.14 within the time periods specified in such section. (vi) Upon the occurrence of any Event of Default, discharge the Company shall immediately deposit all Released Proceeds that have not yet been applied in the manner contemplated by Section 4.14 with the Trustee and the Collateral Agent as Trust Moneys pursuant to Article 11, and such Released Proceeds shall immediately become part of the Collateral and become subject to the Lien and security interest created hereunder or termination, unless and until it receives such Officer’s Certificate and Opinion of Counselby the Collateral Documents.

Release of Collateral. A Subsidiary Note Party shall automatically be released from its obligations under the Note Documents, and all security interests created by the Security Documents in Collateral owned by (aand, in the case of clauses (1), (2) Holdingsand (3), in each case, to the extent constituting Excluded Assets, upon the request of the Borrower, the Issuer and the Guarantors will Equity Interests of) such Subsidiary Note Party shall be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) upon the consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Note Party ceases to enable be a Subsidiary, (2) upon the request of the Borrower, upon any Subsidiary Note Party becoming an Excluded Subsidiary in connection with a transaction permitted by this Agreement, (3) upon the Notes having been converted in full in accordance with the terms of the Notes or (4) upon the request of the Borrower, in connection with a transaction permitted under this Agreement, as a result of which such Subsidiary Note Party ceases to be a wholly-owned Subsidiary or otherwise becomes an Excluded Subsidiary; provided that such transaction (i) is made for a bona fide business purpose, (ii) is not entered into primarily for purposes of releasing the Subsidiary from any of its obligations hereunder, (iii) is in connection with a Disposition of Equity Interests of such Subsidiary, the Equity Interests are not transferred to an Affiliate of any Note Party and is for Fair Market Value. Upon (i) any sale or other disposition of such property or assets, including Capital Stock transfer by any Note Party (other than to Holdings, the Issuer Borrower or any other Note Party) of any Collateral in a Guarantortransaction permitted under this Agreement or (ii) the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of any Note Party from its Guarantee under the Guarantee Agreement pursuant to Section 7.2, the security interests in such Collateral created by the Security Documents or such Guarantee shall be automatically released and the Required Purchasers (or its designee, including the Collateral Agent) shall promptly file any financing statements as reasonably requested by the Borrower (subject to the Required Purchasers’ receipt of an officer’s certificate as described below) to document such release. Upon the consummation of any seller financing arrangement permitted under this Agreement pursuant to which a seller retains security interest in the assets acquired by any Note Party as part of such seller financing arrangement that is permitted pursuant to Section 5.2(b)(xiii), to the extent and for so long as the agreements governing such seller financing do not prohibited permit any other Liens on such assets, the Lien in such assets (that are subject to such Lien under Section 4.10 hereof; such seller financing arrangement) granted to the Collateral Agent under the Security Documents shall be automatically released, and the Collateral Agent (2or its designee) shall promptly file any financing statements as reasonably requested by the Borrower (subject to the Required Purchasers’ receipt of an officer’s certificate as described below) to document such release. Upon the payment in full of all Obligations, all obligations under the case Note Documents and all security interests created by the Security Documents shall be automatically released. In connection with any termination or release pursuant to this Section, the Required Purchasers and or the Collateral Agent shall execute and deliver to any Note Party, at such Note Party’s expense, all documents that such Note Party shall reasonably request to evidence such termination or release, subject to receipt of a Guarantor certificate of a Responsible Officer of the Borrower. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Purchasers or the Collateral Agent. The Purchasers and Collateral Agent will, and the Purchasers irrevocably authorize the Collateral Agent to, release or subordinate any Lien on any property granted to or held by the Purchasers or the Collateral Agent under any Note Document (x) to the holder of any Lien on such property that is released from its Note Guaranteepermitted by Section 5.2(b)(iv), the release of the property and assets of such Guarantor; (3viii)(A) or (xxii) to the extent required by the terms of the obligations secured by such Collateral is comprised of property leased Liens pursuant to documents reasonably acceptable to the Issuer or a GuarantorCollateral Agent and/or (y) in accordance with this Section 7.15, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation in each case of the issuer of that Capital Stock that is not prohibited by this Indenture; foregoing clauses (5x) with respect to any Collateral that becomes an “Excluded Asset” and (including such assets that become Excluded Assets upon being subject to certain Permitted Liensy); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken solely in reliance upon any a certificate of a Responsible Officer of the Borrower that such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent release is permitted under this Agreement which shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counselconclusive evidence.

Release of Collateral. Each of the Purchasers hereby consents to the release and hereby directs the Collateral Agent to release any collateral identified in the Transaction Documents in accordance with the specific terms and provisions of the Transaction Documents. Notwithstanding anything to the contrary contained herein or in any other Transaction Document, the Collateral Agent is hereby irrevocably authorized by each Purchaser (and each such Purchaser hereby expressly consents), and the Collateral Agent hereby agrees with Dermavant, to take any action reasonably requested by Dermavant to effect the release of any collateral from the Lien created by the Security Agreements (a) Holdings, upon the Issuer and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more occurrence of the following circumstances: Termination Date for all Purchasers (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon all amounts due and payable under this Agreement through the Reversion Date; or (7Termination Date have been paid in full) as described under Article 9 hereof. or (b) The first priority Liens on if such collateral is sold, transferred or otherwise disposed of to a Person other than a Controlling Affiliate in a transaction expressly permitted by this Agreement. In addition, the Collateral securing the Notes Agent is hereby irrevocably authorized by each Purchaser (and each such Purchaser hereby expressly consents), and the Note Guarantees shall also terminate and be released automatically in connection Collateral Agent hereby agrees with Dermavant, to, at ▇▇▇▇▇▇▇▇▇’s request, enter into such documents as Dermavant may reasonably request to enter a sale, transfer non-disturbance agreement (or disposition of Collateral that occurs similar agreement) in connection with the foreclosure ofentry by Dermavant into any License Agreement that is not otherwise prohibited under the Transaction Documents, or other exercise which documents shall be acceptable to each of remedies with respect toDermavant, Collateral by the Applicable Collateral Agent (as defined in and the Pari Passu Intercreditor Agreement ) under Purchasers. The Purchasers hereby direct the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such saleCollateral Agent, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of CollateralAgent hereby agrees, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture by the Purchasers and the Collateral Documents and Agent of reasonable advance written notice (but in no event less than ten Business Days advance written notice) from Dermavant accompanied by an officer’s certificate stating such release complies with the Intercreditor AgreementsTransaction Documents, as applicableto, unless any Purchaser has provided a written objection to such release have been met and that it is proper for to the Trustee or Notes Collateral Agent to and Dermavant within ten Business Days of receipt of such written notice, execute and deliver the such documents and to perform other actions reasonably requested by ▇▇▇▇▇▇▇▇▇ and, at ▇▇▇▇▇▇▇▇▇’s expense, to release the Issuer Liens when and as directed in connection with such this Section 9.10. Upon request by the Collateral Agent at any time, the Purchasers will confirm in writing the Collateral Agent’s authority to release, and any instruments or subordinate its interest in, particular types or items of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released collateral pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements Section 9.10 solely to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counselextent required by this Agreement.

Release of Collateral. (a) HoldingsNeither the Collateral Agent nor the Trustee, in its capacity as Collateral Agent under the Issuer and the Guarantors will be entitled to the releases of property and other assets included in the Collateral Agreements, shall at any time release Collateral from the Liens securing the Notes, Security Interests created by this Indenture and pursuant to the Collateral Documents, Agreements unless such release is in accordance with the Liens will automatically be released, under any one or more provisions of this Indenture and the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such applicable Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereofAgreements. (b) The first priority Liens on At any time when a Default or an Event of Default shall have occurred and be continuing, no release of Collateral pursuant to the provisions of this Indenture and the Collateral securing Agreements shall be effective as against the Notes and Holders or the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition)Trustee. (c) The security interests in all release of any Collateral securing from the Notes also will be released upon (i) payment in full terms of the principal of, together with accrued and unpaid interest on, Collateral Agreements shall not be deemed to impair the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance security under this Indenture as described under Article 8 hereof. (d) With respect in contravention of the provisions hereof if and to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under the extent the Collateral is released pursuant to this Indenture and the Collateral Documents Agreements. To the extent applicable, the Issuer shall cause Section 314(d) of the Trust Indenture Act of 1939, as amended, relating to the release of property from the Security Interests created by this Indenture and the Intercreditor AgreementsCollateral Agreements to be complied with. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act of 1939, as applicableamended, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested may be made by the Issuer in connection with such release, and any instruments an Officer of termination, satisfaction, discharge or release prepared by the Issuer, except in cases where Section 314(d) of the Trust Indenture Act of 1939, as amended, requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected or approved by the Trustee shallin the exercise of reasonable care. A Person is "independent" if such Person (a) is in fact independent, (b) does not have any direct financial interest or shall cause any material indirect financial interest in the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof Issuer or in any Collateral Document Affiliate of the Issuer and (c) is not an officer, employee, promoter, underwriter, trustee, partner or in director or person performing similar functions to any of the Intercreditor Agreements foregoing for the Issuer. The Trustee shall be entitled to the contrary, the Trustee receive and the Notes Collateral Agent shall not be under any obligation to release rely upon a certificate provided by any such Lien and security interest, or execute and deliver any Person confirming that such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselPerson is independent within the foregoing definition.

Release of Collateral. (a) Holdings, the Issuer and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such saleNotes and the Guarantees, transfer or disposition).as applicable, shall be automatically released: (c) The security interests in all Collateral securing the Notes also will be released upon (i) in whole, upon payment in full of the principal of, together with accrued and unpaid interest oninterest, if any, and premium, if any, on the Notes; (ii) in whole, upon satisfaction and discharge of this Indenture; (iii) in part, as to the Liens related to the Debt Service Reserve, upon satisfaction and discharge of the New Senior Secured Notes Indenture or the payment in full of the principal of, accrued and all other obligations unpaid interest, if any, and premium, if any, on the New Senior Secured Notes; (iv) in part, as to any property constituting Collateral (A) that is sold, transferred or otherwise disposed of by the Issuer or any of the Guarantors (other than contingent indemnity obligations to the Issuer or another Guarantor) in a transaction permitted by Sections 4.10 and 4.17 and by the Collateral Documents (to the extent of the interest sold or disposed of); or (B) otherwise in accordance with, and as expressly provided for under, this Indenture or the Collateral Documents; (v) in whole, as to all Collateral that is owned by a Guarantor that is released from its Guarantee in accordance with this Indenture; (vi) in whole or in part, as to any Collateral that is sold, disposed or released in accordance with the Junior Lien Intercreditor Agreement, the Collateral Trust Agreement or any other intercreditor agreement entered into in accordance with the terms of this Indenture; (vii) in part, as to any Collateral that does not then due constitute Permanent Collateral, upon the Working Capital Notes Termination; provided that such Collateral shall not be released if an Event of Default has occurred and payableis continuing except in connection with an Enforcement Action; (viii) prior to the Working Capital Notes Termination, in part, as to any Initial Collateral that does not constitute Permanent Collateral that is released as security securing the Working Capital Notes in connection with Permitted Funding Indebtedness, Permitted Securitization Indebtedness, Indebtedness under Credit Enhancement Agreements and Non-Recourse Indebtedness related financings in the ordinary course of business permitted under this Indenture and not in connection with a refinancing or restructuring (other than a permanent paydown) of the Working Capital Notes; provided that such Initial Collateral shall not be released if an Event of Default has occurred and is continuing except in connection with Enforcement Action; and (ix) in whole or in part, with the consent of Holders of 66 2/3% in aggregate principal amount of the Notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes); provided, that, in the case of any release in whole pursuant to clauses (i) through (iii) above, all amounts owing to the Trustee and the Collateral Trustee under this Indenture, the Notes, the Note Guarantees and the Collateral Documents that are due and payable at have been paid or prior otherwise provided for to the time such principal, together with accrued reasonable satisfaction of the Trustee and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereofthe Collateral Trustee. (db) With respect Upon delivery by the Issuer or such Guarantor to any the Trustee and Collateral Trustee of a form of release of Collateral, upon receipt of accompanied by an Officer’s Certificate and an and, except as provided below, Opinion of Counsel each stating that all conditions precedent such release is permitted under the terms of this Indenture and the applicable Collateral Documents and the Intercreditor Agreements, as applicable, that all covenants and conditions precedent to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuercomplied with, the Trustee shall, or and Collateral Trustee shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) any such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents and shall do or cause to be done (at the Intercreditor AgreementsIssuer’s expense) all acts reasonably requested of them to release such ▇▇▇▇ as soon as reasonably practicable. Neither No Opinion of Counsel shall be required to be delivered to the Trustee nor and Collateral Trustee in connection with the Notes release of Liens on the Collateral Agent shall be liable for any such release undertaken in reliance upon any such pursuant to clauses (iv) to (viii) above. No Officer’s Certificate shall be required for the automatic release of Collateral pursuant to clauses (iv) to (viii) above if the Trustee or Opinion Collateral Trustee are not required to execute documentation to provide for the release and the failure to provide an Officer’s Certificate shall not alter the effectiveness of Counselthe automatic release. Upon compliance by the Issuer or the Guarantors, and notwithstanding any term hereof or in any Collateral Document or in as the Intercreditor Agreements to case may be, with the contraryconditions precedent set forth above, the Trustee or the Collateral Trustee shall promptly cause to be released and reconveyed to the Notes Issuer or the Guarantors, as the case may be, the released Collateral Agent and, if necessary, the Collateral Trustee shall not authorize the Issuer to file such documents or instruments (that are prepared by the Issuer) as shall be under any obligation necessary to provide for the release any such Lien and security interest, or execute and deliver any such instrument by the Collateral Trustee of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counselthe released Collateral.

Release of Collateral. (a) HoldingsThe Agent shall, on or promptly after the Issuer and the Guarantors will be entitled to the releases Termination Date, release any remaining portion of property and other assets included in the Collateral from the Liens securing Lien created by this Agreement and shall deposit into the Notes, and Collection Account any funds then on deposit in any other Account. The Agent shall release property from the Lien created by this Loan Agreement pursuant to this Section 6.04(a) only upon receipt by the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case Agent of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited Borrower Order accompanied by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under Counsel. (b) The Lien created by this Indenture and Loan Agreement on any (i) Defective Solar Loan shall automatically be released when the Collateral Documents and Depositor or the Intercreditor AgreementsPerformance Guarantor, as applicable, repurchases such Defective Solar Loan pursuant to the Contribution Agreement or the Performance Guaranty, as applicable, or (ii) Defaulted Solar Loan shall automatically be released when the Depositor or the Performance Guarantor, as applicable, repurchases such Defaulted Solar Loan pursuant to the Contribution Agreement or the Performance Guaranty, as applicable, in each case upon (A) a payment by the Depositor or the Performance Guarantor, as the case may be, of the Repurchase Price of such Solar Loan and the deposit of such payment into the Collection Account and (B) receipt by the Agent of an Officer’s Certificate of the Depositor or Performance Guarantor, as the case may be, certifying: (1) as to the identity of the Solar Loan to be released, (2) that the amount deposited into the Collection Account with respect thereto equals the Repurchase Price of such Solar Loan and (3) that all conditions in the Loan Documents with respect to the release of such Solar Loan from the Lien of this Loan Agreement have been met. (c) The Lien created by this Loan Agreement on any Replaced Solar Loan shall automatically be released upon (i) a payment by the Depositor of any Substitution Shortfall Amount and Section 25D Interest Amount, if any, due with respect to such Replaced Solar Loan and the deposit of such payment into the Collection Account or the Section 25D Interest Account, as applicable, (ii) the Borrower’s acquisition of the related Qualified Substitute Solar Loan(s) in accordance with the Contribution Agreement, and (iii) receipt by the Agent of an Officer’s Certificate of the Depositor certifying: (A) as to the identity of the Replaced Solar Loan(s) to be released, (B) that the amount, if any, deposited into the Collection Account with respect thereto equals the Substitution Shortfall Amount required to be deposited, (C) that the amount, if any, deposited into the Section 25D Interest Account with respect thereto equals the Section 25D Interest Amount for the related Qualified Substitute Solar Loan(s) required to be deposited and (D) that all conditions in the Loan Documents with respect to the release of such Replaced Solar Loan(s) from the Lien of this Loan Agreement have been met and that it is proper for met. (d) The Lien created by this Loan Agreement on any Solar Loan shall automatically be released upon (i) deposit into the Trustee or Notes Collateral Agent Collection Account of the amount payable by a Consumer Obligor pursuant to execute and deliver the documents requested by the Issuer its Customer Contract in connection with a prepayment in whole of such releaseCustomer Contract, and any instruments (ii) receipt by the Agent of terminationan Officer’s Certificate of the Manager certifying: (A) as to the identity of the Solar Loan to be released, satisfaction(B) that the amount deposited in the Collection Account with respect thereto equals the purchase price of such Solar Loan under the related Customer Contract and (C) that all conditions in the Loan Documents with respect to the release of such Solar Loan from the Lien of this Loan Agreement have been met. (e) Upon release of the Lien created by this Loan Agreement in accordance with subsections (b), discharge (c) or (d), the Agent shall release the applicable asset for all purposes and deliver to or upon the order of the Borrower (or to or upon the order of the Depositor if it has satisfied its respective obligations under Sections 7(a) or 7(b) of the Contribution Agreement with respect to a Solar Loan) the applicable Solar Loan and the related Custodian File. Upon the order of the Borrower, the Agent shall authorize the filing of a UCC financing statement amendment prepared by the IssuerServicer evidencing such release. The Servicer shall file any such authorized UCC financing statements. Upon any such release of any Solar Loan, the Trustee shall, or Borrower shall cause the Notes Collateral Agent to, execute, Servicer to update the Schedule of Solar Loans to remove such released Solar Loan from the Schedule of Solar Loans and deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge updated Schedule of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements Solar Loans to the contraryAgent, the Trustee Guarantor and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselLender.

Release of Collateral. (a) HoldingsSubject to subsections (b) and (c) of this Section 1103, Collateral may be released from the Issuer Lien and security interest created by the Collateral Documents at any time or from time to time at the sole cost and expense of the Company (i) upon payment in full of the Securities in accordance with the terms thereof and of this Indenture and all other obligations of the Company and the Guarantors will be entitled to then due and owing under this Indenture, the releases of property Securities and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: ; (1ii) to enable upon the sale or other disposition of such property Collateral constituting an Asset Sale if such sale or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent disposition is not prohibited under Section 4.10 hereof; this Indenture and if the applicable Net Cash Proceeds of Asset Sale are applied in accordance with this Indenture; (2iii) in upon the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets sale or other disposition of such Guarantor; Collateral not constituting an Asset Sale pursuant to the terms of this Indenture; (3iv) upon the substitution or replacement of such Collateral with new Collateral, provided that the Company grants to the Trustee a security interest and Lien in such new Collateral and executes all Collateral Documents necessary to perfect such security interest and Lien; and (v) to the extent a Lien is granted on such Collateral is comprised of property leased to and the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation Purchase Money Indebtedness secured thereby constitutes not less than 75% of the issuer purchase price of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being the property subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes Lien. Upon compliance with above provisions and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition provisions of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 Section 1104 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at any necessary or proper instruments of termination, satisfaction or release provided by or on behalf of the Issuer’s expense) such instruments or releases Company to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or Documents. (b) Except as otherwise provided in the Intercreditor Agreements Agreement, at any time when a Potential Event of Default or Event of Default shall have occurred and be continuing and the maturity of the Securities shall have been accelerated (whether by declaration or otherwise) and the Trustee shall have delivered a notice of acceleration to the contraryCompany, no release of Collateral pursuant hereto shall be effective as against the Trustee or the Holders. (c) The release of any Collateral from the terms hereof and of the Notes Collateral Agent shall Documents will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the provisions hereof or of the Collateral Documents. The Trustee and each of the Holders acknowledge that a release of Collateral in accordance with the terms hereof and of the Collateral Documents will not be deemed for any obligation purpose to release any such Lien and be an impairment of the security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counselunder this Indenture.

Release of Collateral. If, as of the first Business Day of any Fiscal Quarter, (ai) Holdingsthe actual or implied rating established and publicly announced or provided in a private letter from the Rating Agencies or published by at least two of the Rating Agencies (one of which must be either Standard & Poor's Ratings Group or ▇▇▇▇▇'▇ Investors Service, the Issuer Inc.) with respect to senior, unsecured, non-credit enhanced long term debt of Company is BBB- or Baa3, as applicable, or higher as of such date and the Guarantors will be entitled actual or implied rating established and publicly announced or provided in a private letter from the Rating Agencies or published by the same two Rating Agencies with respect to senior, unsecured, non-credit enhanced long term debt of Company has continuously been BBB- or Baa3, as applicable, or higher during the two consecutive Fiscal Quarters immediately preceding such date, (ii) Company is not and shall not have been on credit watch with negative implications by either of the same two Rating Agencies, and (iii) no Event of Default or Potential Event of Default has occurred and is continuing (the conditions set forth in clauses (i), (ii) and (iii) above being referred to herein as the "COLLATERAL RELEASE CONDITIONS"), then Company may on such date request that Administrative Agent execute and deliver to Company reconveyance documents and releases of property and other assets included in (including without limitation UCC termination statements) releasing all Liens on the Collateral from that were granted in favor of Administrative Agent on behalf of the Liens securing the Notes, and Lenders pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock Documents (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing Account Agreement). Company shall make such request in writing and shall concurrently deliver to Administrative Agent and Lenders evidence in form and substance satisfactory to Administrative Agent showing that the Notes and the Note Guarantees shall also terminate and be released automatically Collateral Release Condition set forth in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon clauses (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction above has been satisfied and discharge an Officers' Certificate certifying that each of this Indenture the Collateral Release Conditions has been satisfied as set forth under Article 11 of such date and that no Event of Default or (iii) a Legal Defeasance Potential Event of Default has occurred and is continuing or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any will be caused by such release of Collateral. The date on which each Collateral Release Condition has been satisfied and on which each such delivery has been made is referred to herein as the "COLLATERAL RELEASE DATE". Upon receiving such request, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor AgreementsAdministrative Agent shall, as applicableat Company's expense, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to promptly execute and deliver the to Company such reconveyance documents requested and releases, in recordable form, and deliver to Company upon Company's request and at its expense, against receipt and without recourse to Administrative Agent, such of stock certificates (together with stock powers that were delivered to Administrative Agent by the Issuer in connection with such release, Loan Parties) and any instruments of termination, satisfaction, discharge or release prepared promissory notes pledged by the IssuerLoan Parties pursuant to the Pledge Agreements as shall not have been sold or applied pursuant to the terms of the Pledge Agreements; provided that, at the Trustee shalltime of Administrative Agent's execution and delivery of such reconveyance documents and releases and delivery of such stock powers and promissory notes, no Event of Default or Potential Event of Default shall have occurred and be continuing or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any caused by such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselCollateral.

Release of Collateral. (a) HoldingsExcept as otherwise provided in subsections (b) and (c) of this Section, the Issuer Section 11.01 hereof and the Guarantors will be entitled to terms of the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Basic Documents, the Liens will automatically be releasedIndenture Trustee shall release property from the lien of this Indenture only upon receipt by it and the Note Insurer of an Issuer Request accompanied by an Officer's Certificate, under any one an Opinion of Counsel, certificates in accordance with TIA Sections 3.14(c) and (d)(1), and Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or more an Opinion of the following circumstances: (1) to enable the sale or other disposition Counsel in lieu of such property or assets, including Capital Stock (other than Independent Certificates to the Issuer or a Guarantor), to effect that the extent TIA does not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of require any such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the NotesIndependent Certificates; provided that no such Collateral Independent Certificates or Opinion of Counsel in lieu of such Independent Certificates shall be reinstated necessary in respect of property released from the lien of the Indenture in accordance with the provisions hereof if such property consists solely of cash. The Indenture Trustee shall surrender the Note Insurance Policy upon satisfaction of the Reversion Date; or (7) as described under Article 9 hereofconditions in Section 4.01. (b) The first priority Liens Servicer, on behalf of the Collateral securing Issuer, shall be entitled to obtain a release from the Notes lien of this Indenture for any Home Loan and the related Mortgaged Property at any time (i) after a payment by the Seller or the Issuer of the Loan Purchase Price of the Home Loan, (ii) after a Qualified Substitute Home Loan is substituted for such Home Loan and payment of the Substitution Adjustment, if any, (iii) after liquidation of the Home Loan in accordance with Section 5.12 of the Sale and Servicing Agreement and the deposit of all net recoveries thereon in the Collection Account, (iv) upon the termination of a Home Loan (due to, among other causes, a prepayment in full of the Home Loan and sale or other disposition of the related Mortgaged Property, or (v) as contemplated by Section 8.01 of the Sale and Servicing Agreement. Any such release other than as contemplated by Section 8.01 of the Sale and Servicing Agreement or pursuant to the preceding sentence shall be subject to the condition that the Issuer shall have delivered to the Indenture Trustee and the Note Guarantees shall also terminate Insurer an Issuer Request (A) identifying the Home Loan and the related Mortgaged Property to be released, (B) requesting the release thereof, (C) setting forth the amount deposited in the Collection Account with respect thereto, and (D) certifying that the amount deposited in the Collection Account (x) equals the Loan Purchase Price of the Home Loan, in the event a Home Loan and the related Mortgaged Property are being released automatically in connection with a salefrom the lien of this Indenture pursuant to item (i) above, transfer or disposition (y) equals the Substitution Adjustment related to the Qualified Substitute Home Loan and the Deleted Home Loan released from the lien of Collateral that occurs in connection with the foreclosure ofIndenture pursuant to item (ii) above, or other exercise (z) equals the entire amount of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except net recoveries received with respect to such Home Loan and the proceeds related Mortgaged Property in the event of such sale, transfer a release from the lien of this Indenture pursuant to items (iii) or disposition)(iv) above. (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal ofIndenture Trustee shall, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents if requested by the Issuer in connection with such releaseServicer, temporarily release or cause the Custodian temporarily to release to the Servicer the Mortgage File pursuant to the provisions of Section 5.13 of the Sale and any instruments of termination, satisfaction, discharge or release prepared Servicing Agreement upon compliance by the IssuerServicer with the provisions thereof; provided, however, that the Trustee shall, or Mortgage File shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at have been stamped to signify the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements 's pledge to the contrary, Indenture Trustee under the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselIndenture.

Release of Collateral. Provided (i) all indebtedness secured hereunder (other than payments not yet due and payable under the Note) shall at the time have been paid in full or cancelled and (ii) there does not otherwise exist any event of default under Section 8, the pledged shares of Common Stock, together with any additional Collateral that may hereafter be pledged and deposited hereunder, shall be released from pledge and returned to the Borrower in accordance with the following provisions: (a) HoldingsUpon payment or prepayment of principal under the Note, the Issuer and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more shares of Common Stock held as Collateral hereunder shall (subject to the limitation of Subsection (d) below) be released to the Borrower within three days after such payment or prepayment. The number of shares to be so released shall be equal to the number obtained by multiplying (i) the total number of shares of Common Stock held under this Agreement at the time of the following circumstances: payment or prepayment by (1ii) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guaranteefraction, the release numerator of which shall be the amount of the property principal paid or prepaid and assets the denominator of such Guarantor; (3) to which shall be the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation unpaid principal balance of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect Note immediately prior to such payment or prepayment. In no event, however, shall any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall fractional shares be reinstated upon the Reversion Date; or (7) as described under Article 9 hereofreleased. (b) The first priority Liens on One or more shares of Common Stock held as Collateral hereunder shall (subject to the Collateral securing the Notes and the Note Guarantees shall also terminate and limitation of Subsection (d) below) be released automatically to a stockbroker designated in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral writing by the Applicable Collateral Agent Borrower and acceptable to the Company for the sole purpose of effecting an immediate sale of the released shares, provided that such stockbroker agrees to forward any proceeds (as defined in up to the Pari Passu Intercreditor Agreement ) balance of the principal due under the Pari Passu Intercreditor Agreement (except with respect Note) directly to the proceeds of such sale, transfer or disposition)Company to be used to satisfy the Note. (c) The security interests in all Any additional Collateral securing that may hereafter be pledged and deposited with the Notes also will Company (pursuant to the requirements of Section 3) with respect to the shares of Common Stock pledged hereunder shall be released upon at the same time the particular shares of Common Stock to which the additional Collateral relates are to be released in accordance with the applicable provisions of Subsection (ia) payment in full or (b) above. Under no circumstances, however, shall any shares of the principal of, together with accrued and unpaid interest on, the Notes and all Common Stock or any other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior be released if previously applied to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge payment of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereofany indebtedness secured hereunder. (d) With respect to In no event shall any release shares of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to Common Stock be released pursuant to this Indenture or the provisions of Subsections (a), (b) and (c) above if, and to the extent, the fair market value of the Common Stock and all other Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any that would otherwise remain in pledge hereunder after such release undertaken in reliance upon any such Officer’s Certificate or Opinion is effected would be less than the unpaid principal balance of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselNote.

Release of Collateral. (a) HoldingsIf no Event of Default has occurred and is continuing, the Issuer and Borrower may, by delivery of a certificate of a Responsible Officer of the Guarantors will be entitled Collateral Servicer, deliver to the releases Trustee at least three Business Days (or such lesser time as is acceptable to the Trustee or the Custodian, as applicable) prior to the settlement date for any sale of property any Collateral certifying that the sale of such Collateral is being made in accordance with Section 10.01 and other assets included in such sale complies with all applicable requirements of Section 10.01, direct the Trustee to release or cause to be released such Collateral from the Liens securing Lien of this Agreement in accordance with Section 7.02(b) and, upon receipt of such certificate, the NotesTrustee (or Custodian) shall promptly deliver any such Collateral, and pursuant if in physical form, duly endorsed to the Collateral DocumentsPerson designated in such certificate or, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent if such Collateral is comprised of property leased a Clearing Corporation Security, cause an appropriate transfer thereof to the Issuer or a Guarantorbe made, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation in each case against receipt of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status sales price therefor as specified by the NotesCollateral Servicer in such certificate; provided that the Trustee (or Custodian) may deliver any such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereofin physical form for examination in accordance with street delivery custom. (b) The first priority Liens Subject to the terms of this Agreement, the Trustee (or Custodian) shall upon the delivery of a certificate of a Responsible Officer of the Borrower (i) deliver any Collateral, and release or cause to be released such Collateral from the Lien of this Agreement in accordance with Section 7.02(b), which is set for any mandatory call or redemption or payment in full to the appropriate paying agent on or before the date set for such call, redemption or payment, in each case against receipt of the call or redemption price or payment in full thereof and (ii) provide notice thereof to the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition)Servicer. (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full Upon a Responsible Officer of the principal ofTrustee receiving actual notice of any tender offer, together voluntary redemption, exchange offer, conversion or other similar action (an “Offer”) or any request for a waiver, consent, amendment or other modification, in each case, with accrued and unpaid interest onrespect to any Collateral, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this IndentureTrustee shall notify the Collateral Servicer of such Offer or request. Unless the Advances have been accelerated following an Event of Default, the Note Guarantees and Collateral Servicer may direct (x) the Collateral Documents that are due and payable at Borrower to accept or prior participate in or decline or refuse to participate in such Offer and, in the time such principalcase of acceptance or participation, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge to release from the Lien of this Indenture as set forth under Article 11 Agreement such Collateral in accordance with the terms of the Offer against receipt of payment or exchange therefor, or (iiiy) a Legal Defeasance the Borrower or Covenant Defeasance under this Indenture as described under Article 8 hereofthe Trustee to agree to or otherwise act with respect to such consent, waiver, amendment or modification. (d) With respect As provided in Section 8.02(a), the Trustee shall deposit any proceeds received by it from the disposition of any Collateral in the applicable subaccount of the Collection Account, unless simultaneously applied to any release the purchase or substitution of Collateraladditional Collateral Loans or Eligible Investments as permitted under and in accordance with the requirements of this Article VIII and Article X. (e) The Trustee shall, upon receipt of an Officer’s Certificate a certificate of a Responsible Officer of the Borrower to the effect that there are no Commitments outstanding and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee Payment in Full has occurred or Notes Collateral Agent to execute and deliver the documents requested by the Issuer will contemporaneously occur in connection with such releasethe release of the Collateral from the Lien of this Agreement, and upon written request therefor, release any instruments remaining Collateral from the Lien of termination, satisfaction, discharge this Agreement in accordance with Section 7.02(a). (f) Any Collateral or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be amounts that are released pursuant to this Indenture Section 8.08(a), (b) or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent (c) shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counselbe, and notwithstanding any term hereof or in any Collateral Document or in hereby are, released from the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counselthis Agreement.

Release of Collateral. (a) Holdings, Collateral may be released from the Issuer Lien and security interest created by the Guarantors will be entitled Security Documents to secure the releases Notes and obligations under this Indenture at any time or from time to time in accordance with the provisions of property and other the First Lien Intercreditor Agreement or as provided hereby or in the Security Documents. The applicable assets included in the Collateral shall be automatically released from the Liens securing the Notes, and pursuant to the Collateral applicable Subsidiary Guarantor shall be automatically released from its obligations under this Indenture and the Security Documents, the Liens will automatically be released, under any one or more of the following circumstancescircumstances or any applicable circumstance as provided in the First Lien Intercreditor Agreement or the Security Documents: (1) to enable any Issuer or Subsidiary Guarantor to consummate the sale or other disposition of such property or assets, including Capital Stock (other than assets to the a Person that is not an Issuer or a Guarantor), Subsidiary Guarantor to the extent not prohibited under Section 4.10 hereof4.06; (2) to release Excess Proceeds and Collateral Excess Proceeds that remain unexpended after the conclusion of an Asset Sale Offer or a Collateral Asset Sale Offer conducted in the case of a Guarantor that is released from its Note Guarantee, the release accordance with this Indenture; (3) in respect of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Subsidiary Guarantor, upon termination or expiration the designation of such leaseSubsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.04 and the definition of “Unrestricted Subsidiary,” and such Subsidiary Guarantor shall be automatically released from its obligations hereunder and under the Security Documents; (4) with in respect to Collateral that is Capital Stockof the property or assets of an Issuer, upon the dissolution release or liquidation discharge of the issuer of that Capital Stock that is not prohibited by such Issuer’s Notes Obligations in accordance with this Indenture; (5) in respect of the property and assets of a Subsidiary Guarantor, upon the release or discharge of the Note Guarantee of such Subsidiary Guarantor in accordance with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens)this Indenture; (6) upon in respect of any property or assets of an Issuer or a Subsidiary Guarantor that would constitute Collateral but is at such time not subject to a Lien securing First Priority Lien Obligations (other than the achievement Notes Obligations), other than any property or assets that cease to be subject to a Lien securing First Priority Lien Obligations in connection with a Discharge of Investment Grade Status by the NotesSenior Lender Claims; provided that if such property and assets are subsequently subject to a Lien securing First Priority Lien Obligations (other than Excluded Property), such property and assets shall subsequently constitute Collateral shall be reinstated upon the Reversion Dateunder this Indenture; orand (7) as described under Article 9 hereof. (b) The first priority Liens on IX. In addition, the Collateral security interests granted pursuant to the Security Documents securing the Notes and the Note Guarantees Obligations shall also automatically terminate and and/or be released automatically in connection with a saleall without delivery of any instrument or performance of any act by any party, transfer or disposition of and all rights to the Collateral that occurs in connection with shall revert to the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent applicable Pledgor (as defined in the Pari Passu Intercreditor Agreement ) under Collateral Agreement), as of the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released date upon (i) payment in full of all the principal of, together with accrued and unpaid interest on, Obligations under the Notes and all other obligations this Indenture (other than contingent indemnity or unliquidated obligations or liabilities not then due and payabledue) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at have been paid in full in cash or prior to the time such principal, together with accrued and unpaid interest, is paid, immediately available funds; (ii) satisfaction and a legal defeasance or covenant defeasance or discharge of this Indenture as set forth under Article 11 VIII, or (iii) a Legal Defeasance or Covenant Defeasance the holders of at least two thirds in aggregate principal amount of all Notes issued under this Indenture as described under Article 8 hereof. (d) With respect consent to the termination of the Security Documents. In connection with any termination or release pursuant to this Section 11.04(a), the Collateral Agent shall execute and deliver to any Pledgor (as defined in the Collateral Agreement), at such Pledgor’s expense, all documents that such Pledgor shall reasonably request to evidence such termination or release (including, without limitation, UCC termination statements), and will duly assign and transfer to such Pledgor, such of Collateralthe Pledged Collateral (as defined in the Collateral Agreement) that may be in the possession of the Collateral Agent and has not theretofore been sold or otherwise applied or released pursuant to this Indenture or the Security Documents. Any execution and delivery of documents pursuant to this Section 11.04(a) shall be without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 11.04(a), upon the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of UCC termination statements. Upon the receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and from the Collateral Documents and the Intercreditor AgreementsIssuers, as described in Section 11.04(b) below, if applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any necessary or proper instruments of termination, satisfaction, discharge satisfaction or release prepared by the IssuerIssuers, the Trustee shall, or shall cause the Notes Collateral Agent to, shall execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Security Documents or the First Lien Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements Agreement. (b) Notwithstanding anything herein to the contrary, in connection with any release of Collateral pursuant to Section 11.04(a), the Trustee and the Notes Collateral Agent shall not be under required to execute, deliver or acknowledge any obligation to release any such Lien and security interest, or execute and deliver any such instrument instruments of release, satisfaction, discharge or termination, unless and until it receives such satisfaction or release unless, in each case, an Officer’s Certificate and Opinion of CounselCounsel certifying that all conditions precedent, including, without limitation, this Section 11.04, have been met and stating under which of the circumstances set forth in Section 11.04(a) above the Collateral is being released have been delivered to the Collateral Agent and the Trustee on or prior to the date on which the Collateral Agent executes any such instrument. (c) Notwithstanding anything herein to the contrary, at any time when a Default or Event of Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, no release of Collateral pursuant to the provisions of this Indenture or the Security Documents will be effective as against the holders, except as otherwise provided in the First Lien Intercreditor Agreement. (d) To the extent necessary and for so long as required for any Issuer or Subsidiary not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the SEC (or any other governmental agency), the Capital Stock of any such Issuer or Subsidiary shall not be included in the Collateral with respect to the respective Notes so affected and shall not be subject to the Liens securing such Notes and the Notes Obligations in accordance with and only to the extent provided in the Security Documents. (e) To the extent required by the TIA, the Issuers must deliver an Officer’s Certificate to the Trustee within 30 calendar days following the end of each six-month period beginning on June 1 and December 1 of each year, to the effect that all such releases and withdrawals during the preceding six-month period in the ordinary course of the Issuers’ or the Subsidiary Guarantors’ business were not prohibited by this Indenture.

Release of Collateral. (ai) Holdings, the Issuer The Agent and the Guarantors will be entitled to Lenders hereby direct the releases of property Agent and other assets included in the Collateral from Agent to release, in accordance with the Liens securing terms hereof, any Lien held by the Notes, and pursuant to Agent or the Collateral Documents, the Liens will automatically be releasedAgent, under any one or more of the following circumstancesSecurity Documents: (1A) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release against all of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a GuarantorCollateral, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes final and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) indefeasible payment in full of the principal ofLoans and Obligations and termination of all Commitments and termination hereof; (B) against any part of the Collateral sold or disposed of by Borrower or any of its Subsidiaries to the extent such sale or disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby); (C) against any Collateral acquired by Borrower or any of its Subsidiaries after the Closing Date and at least 80% of the purchase price therefor is within 120 days of the acquisition thereof financed with Purchase Money Indebtedness secured by a Lien permitted by clause (ix) of the definition of Customary Permitted Liens. (D) so long as no Default or Event of Default has occurred and is continuing, together in the sole discretion of the Agent upon the request of the Borrower, against any part of the Collateral with accrued a fair market value of less than $10,000,000 in the aggregate during the term of this Agreement as such fair market value may be certified to the Agent by Borrower in an officer's certificate acceptable in form and unpaid interest onsubstance to the Agent; and 119 (E) against a part of the Collateral which release does not require the consent of all of the Lenders as set forth in Section 12.1(a)(ii), if such release is consented to by the Notes and all other obligations Required Lenders; provided, however, that (other than contingent indemnity obligations not then due and payabley) under this Indenture, the Note Guarantees Agent and the Collateral Documents that are due Agent shall not be required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and payable at (z) such release shall not in any manner discharge, affect or prior impair the Obligations or any Liens upon (or obligations of Borrower or any of its Subsidiaries in respect of) all interests retained by Borrower and/or any of its Subsidiaries, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the time such principal, together with accrued and unpaid interest, is paid, Collateral. (ii) satisfaction and discharge Each of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture the Lenders hereby directs the Agent and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with or file such release, termination and any instruments of termination, satisfaction, discharge or partial release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) statements and such instruments or releases other things as are necessary to evidence the release and discharge of any Collateral permitted Liens to be released pursuant to this Indenture or Section 12.17 promptly upon the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for effectiveness of any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof enter into intercreditor agreements contemplated or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counselpermitted herein.

Release of Collateral. (a) HoldingsSubject to the payment --------------------- of its fees and expenses pursuant to Section 6.07 hereof, the Issuer Indenture Trustee ------------ may, and when required by the Guarantors will provisions of this Indenture shall, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee's interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be entitled bound to ascertain the Indenture Trustee's authority, ------------ inquire into the satisfaction of any conditions precedent or see to the releases application of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereofmoneys. (b) The first priority Liens on the Collateral securing the Indenture Trustee shall, at such time as there are no Notes Outstanding and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect all sums due to the proceeds Certificateholders pursuant to Section 5.02(b) of such salethe Sale and Servicing Agreement, transfer or disposition).to the Servicer pursuant to Section ------- 8.02 (c) The security interests in all (i)(A) hereof, to the Indenture Trustee pursuant to Section 8.02(c)(i)(B) ------------- --------------------- hereof, to the Owner Trustee pursuant to Section 8.02(c)(i)(C) hereof and to the --------------------- Custodian pursuant to Section 8.02(c)(i)(D) hereof have --------------------- been paid, release any remaining portion of the Collateral securing that secured the Notes also will be released upon (i) payment in full of from the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge lien of this Indenture as set forth under Article 11 and release to the Issuer or (iii) a Legal Defeasance or Covenant Defeasance under any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the lien of this Indenture as described under Article 8 hereof. pursuant to this Subsection (db) With respect to any release of Collateral, only upon receipt of an Issuer Request -------------- accompanied by an Officer’s Certificate and 's Certificate, an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested (if required by the Issuer TIA) Independent Certificates in connection accordance with such release, TIA Sections 314(c) and any instruments 314(d)(1) meeting the applicable requirements of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor AgreementsSection 11.01 hereof. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.-------------

Release of Collateral. Provided all indebtedness secured hereunder (aother than payments not yet due and payable under the Note) Holdingsshall at the time have been paid in full and there does not otherwise exist any event of default under Paragraph 10, the Issuer Pledged Shares, together with any additional Collateral which may hereafter be pledged and deposited hereunder, shall be released from pledge and returned to Pledgor in accordance with the Guarantors will be entitled following provisions: (i) Upon payment or prepayment of principal under the Note, together with payment of all accrued interest to date on the releases of property and other assets included in the Collateral from the Liens securing the Notesprincipal amount so paid or prepaid, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the Pledged Shares held as Collateral hereunder shall (subject to the applicable limitations of Paragraphs 9(iii) and 9(v) below) be released at the time of such payment or prepayment. The number of the shares to be so released shall be equal to the number obtained by multiplying (i) the total number of Pledged Shares held under this Agreement at the time of the payment or prepayment, by (ii) a fraction, the numerator of which shall be the amount of the principal paid or prepaid and the denominator of which shall be the unpaid principal balance of the Note immediately prior to such payment or prepayment. In no event, however, shall any fractional shares be released. (ii) Any additional Collateral which may hereafter be pledged and deposited with the Corporation (pursuant to the requirements of Paragraph 3) with respect to the Pledged Shares shall be released at the same time the particular shares of Common Stock to which the additional Collateral relates are to be released in accordance with the applicable provisions of Paragraph 9(i) or 9(vi). (iii) Under no circumstances, however, shall any Pledged Shares or any other Collateral be released if previously applied to the payment of any indebtedness secured hereunder. In addition, in no event shall any Pledged Shares or other Collateral be released pursuant to the provisions of Paragraph 9(i), 9(ii) or 9(vi) if, and to the extent, the fair market value of the Common Stock and all other Collateral which would otherwise remain in pledge hereunder after such release were effected would be less than the unpaid principal and accrued interest under the Note. (iv) For all valuation purposes under this Agreement, the fair market value per share of Common Stock on any relevant date shall be determined in accordance with the following circumstancesprovisions: (1A) to enable If the sale Common Stock is at the time traded on the Nasdaq National Market, the fair market value shall be the average of the high and low selling prices per share of Common Stock on the date in question, as such prices are reported by the National Association of Securities Dealers on the Nasdaq National Market. If there is no average of the high and low selling prices for the Common Stock on the date in question, then the average of the high and low selling prices on the last preceding date for which such quotation exists shall be determinative of fair market value. (B) If the Common Stock is at the time listed on the American Stock Exchange or other disposition the New York Stock Exchange, then the fair market value shall be the average of the high and low selling prices selling prices per share of Common Stock on the date in question on the securities exchange serving as the primary market for the Common Stock, as such prices are officially quoted in the composite tape of transactions on such exchange. If there is no average of the high and low selling prices of Common Stock on such exchange on the date in question, then the fair market value shall be the average of the high and low selling prices on the exchange on the last preceding date for which such quotation exists. (C) If the Common Stock is at the time neither listed on any securities exchange nor traded on the Nasdaq National Market, the fair market value shall be determined by the Corporation's Board of Directors after taking into account such factors as the Board shall deem appropriate. (v) So long as the Collateral is in whole or in part comprised of "margin stock" within the meaning of Section 221.2 of Regulation U of the Federal Reserve Board, then no Collateral shall be substituted for any Collateral under the provisions of Paragraph 6(i) or be released under Paragraph 9(i), 9(ii) or 9(vi), unless there is compliance with each of the following additional requirements: (A) The substitution or release must not increase the amount by which the indebtedness secured hereunder at the time of such property substitution or assets, including Capital Stock release exceeds the maximum loan value (other than as defined below) of the Collateral immediately prior to such substitution or release. (B) The substitution or release must not cause the Issuer amount of indebtedness secured hereunder at the time of such substitution or a Guarantorrelease to exceed the maximum loan value of the Collateral remaining after such substitution or release is effected. (C) For purposes of this Paragraph 9(v), the maximum loan value of each item of Collateral shall be determined on the day the substitution or release is to the extent not prohibited under Section 4.10 hereof; (2) be effected and shall, in the case of a Guarantor that is released from its Note Guaranteethe shares of Common Stock and any additional Collateral (other than margin stock), equal the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent good faith loan value thereof (as defined in Section 221.2 of Regulation U) and shall, in the Pari Passu Intercreditor Agreement case of all margin stock (other than the Common Stock), equal fifty percent (50%) under of the Pari Passu Intercreditor Agreement (except with respect to the proceeds current market value of such sale, transfer or disposition)margin stock. (cvi) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full Compensation Committee of the principal ofCorporation's Board of Directors shall have the discretion, together with accrued exercisable upon such terms and unpaid interest onconditions as the Compensation Committee deems advisable, to authorize the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, release of one or more shares of Common Stock from pledge hereunder in the Note Guarantees and event the maximum loan value of the Collateral Documents that are due and payable pledged hereunder (as such value is determined pursuant to subparagraph 9(v)(C)) should substantially exceed the outstanding indebtedness at or prior to the time secured hereunder. Any such principalrelease of the pledged shares of Common Stock shall, together however, be effected in compliance with accrued and unpaid interest, is paid, (ii) satisfaction and discharge the requirements of this Indenture as set forth under Article 11 or subparaphs (iii) a Legal Defeasance or Covenant Defeasance under and (v) of this Indenture as described under Article 8 hereofParagraph 9. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.

Release of Collateral. (a) Holdings, the Issuer and the Guarantors will be entitled to the releases of property and other assets included in Any Liens on the Collateral from the Liens securing the Notes, and pursuant to the Collateral DocumentsQuota Pledge Agreements shall automatically and without the need for any further action by the Holders, or any other Person (unless otherwise provided for in the Liens will automatically applicable Quota Pledge Agreement) be released, under any one or more of the following circumstances: (1i) with respect to enable any Collateral, upon the sale or other disposition (including by way of consolidation, amalgamation or merger) by the Issuer of the shares or membership interests, as the case may be, constituting such property or assets, including Capital Stock Collateral (other than to the Issuer or a Guarantor), to Restricted Subsidiary) otherwise permitted by the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5ii) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets in whole, upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, if any, and premium, if any, on, the Notes; (iii) in whole, if the Capital Stock of the Pledged Subsidiary had been required to be pledged pursuant to ‎Section 4.1(o) of this Indenture and the circumstances requiring such pledge have ceased; (iv) defeasance or discharge of the Indenture pursuant to ‎Section 6.1 and ‎Section 6.4 hereof; (v) upon designation of such Pledged Subsidiary as an Unrestricted Subsidiary in accordance with the Indenture; or (vi) as described in ‎Article IX hereof. (b) If any Pledged Subsidiary or Parent Pledgor enters into any Reincorporation Transaction (whether by assignment, transfer, conveyance, amalgamation, merger or otherwise), or otherwise effects a transaction with the Issuer or another Restricted Subsidiary permitted under the covenant described under ‎Section 4.3, the Trustee and the Security Agent, as the case may be, shall at Issuer’s expense execute, acknowledge and deliver such documents and instruments (including the filing of financing statements or amendments or continuations thereto) and take such other actions which may be necessary to assure, perfect, transfer and confirm the rights conveyed by the Quota Pledge Agreements, to the extent permitted by Applicable Law, in order to effectuate such redomiciliation or change of jurisdiction or such transaction. Upon the consummation of any transaction effected in accordance with these provisions, if the issuer of the Collateral is paidnot the continuing Person, such issuer will be released from its obligations under the Indenture, the Notes and the Quota Pledge Agreements. (c) Upon delivery to the Security Agent of an Officers’ Certificate requesting execution of an instrument confirming the release of the Liens pursuant to clause (a) accompanied by: (i) an Opinion of Counsel confirming such release is permitted by clause ‎(a); (ii) satisfaction and discharge of this Indenture as set forth under Article 11 all instruments requested by the Issuer to effectuate or confirm such release; and (iii) a Legal Defeasance or Covenant Defeasance under this Indenture such other certificates and documents as described under Article 8 hereofthe Security Agent may reasonably request to confirm the matters set forth in clause ‎(a), the Security Agent is hereby authorized to, and shall, if such instruments and confirmation are reasonably satisfactory to the Security Agent, promptly execute and deliver such instruments. (d) With respect to All instruments effectuating or confirming any release of Collateralany Liens will have the effect solely of releasing such Liens as to the Collateral described therein, upon receipt on customary terms and without any recourse, representation, warranty or liability whatsoever. (e) The Issuer will bear and pay all costs and expenses associated with any release of an Officer’s Certificate Liens pursuant to this ‎Section 10.3, including all reasonable fees and an Opinion disbursements of Counsel each stating that all conditions precedent under any attorneys or representatives acting for the Trustee or for the Security Agent. (f) Any release of Collateral in accordance with the provisions of this Indenture and the Collateral Security Documents and will not be deemed to impair the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such releasesecurity under this Indenture, and any instruments officer, engineer or appraiser may rely on this clause ‎(f) in delivering a certificate requesting release so long as all other provisions of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counselhave been complied with.

Release of Collateral. (a) HoldingsCollateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents or the Intercreditor Agreements. In addition, upon the request of the Issuer pursuant to an Officer’s Certificate and Opinion of Counsel certifying that all conditions precedent hereunder have been met, the Issuer and the Subsidiary Guarantors will be entitled to the releases release of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the First Lien Collateral Documents, Agent and the Trustee (if the Trustee is not then the First Lien Collateral Agent) shall release the same from such Liens will automatically be releasedat the Issuer’s sole cost and expense, under any one or more of the following circumstances: (1) to enable the sale Issuer to consummate the sale, transfer or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), assets to the extent not prohibited under Section 4.10 4.08 hereof; (2) the release of Excess Proceeds or Collateral Excess Proceeds that remain unexpended after the conclusion of an Asset Sale Offer or a Collateral Asset Sale Offer conducted in accordance with this Tenth Supplemental Indenture; (3) in the case of a Subsidiary Guarantor that is released from its Note GuaranteeGuarantee with respect to the Notes pursuant to the terms of this Tenth Supplemental Indenture, the release of the property and assets of such Subsidiary Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation consent of the issuer holders of that Capital Stock that is not prohibited by this Indentureat least 75% of the aggregate principal amount of the Notes then outstanding and affected thereby and a majority of all Junior Lien Obligations then outstanding and affected thereby (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Junior Lien Obligations); (5) with respect to any the extent that such Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject is released or no longer required to certain Permitted Liens);be pledged pursuant to the terms of the Credit Facilities; or (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under in Article 9 hereof. (b) For the avoidance of doubt, (1) the Lien on the Collateral created by the Security Documents securing the Notes Obligations shall automatically be released and discharged under the circumstances set forth in, and subject to, Section 2.04 of the First Lien Intercreditor Agreement and (2) the Lien on the Shared Receivables Collateral created by the Security Documents securing the Notes Obligations shall automatically be released and discharged under the circumstances set forth in, and subject to, Section 2.4(b) of the Additional Receivables Intercreditor Agreement. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act may be made by an Officer of the Company, except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert. (c) To the extent necessary and for so long as required for such Subsidiary not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the SEC (or any other governmental agency), the Capital Stock of any Subsidiary of the Issuer (excluding Healthtrust, Inc. — The first priority Hospital Company, a Delaware corporation and its successors and assigns) shall not be included in the Collateral with respect to the Notes and shall not be subject to the Liens securing the Notes and the Notes Obligations . (d) The Liens on the Collateral securing the Notes and the Note Subsidiary Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released automatically upon (i) payment in full of the principal of, together with accrued and unpaid interest on, and premium, if any, on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) Obligations under this Tenth Supplemental Indenture, the Note Subsidiary Guarantees and the Collateral Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, are paid or (ii) satisfaction and discharge of this Indenture as set forth under Article 11 a legal defeasance or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described covenant defeasance under Article 8 hereof or a discharge under Article 13 hereof. (de) With respect Notwithstanding anything to the contrary herein, the Issuer and its Subsidiaries shall not be required to comply with all or any portion of Section 314(d) of the Trust Indenture Act if they determine, in good faith based on advice of counsel, that under the terms of that section and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the Trust Indenture Act is inapplicable to the release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.

Release of Collateral. (a) HoldingsSubject to subsections (b), (c) and (d) of this Section 11.03, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements or as provided hereby, which request by the Company shall be made pursuant to an Officers’ Certificate certifying that all conditions precedent hereunder have been met, and without the consent of any Holder, the Issuer Company and the Subsidiary Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to obligations under the Collateral Documents, the Liens will automatically be released, Agreements under any one or more of the following circumstances: (1) to enable the sale or Company and its Restricted Subsidiaries to enter into a Credit Agreement, provided that (A) the incurrence of Indebtedness and the granting of Liens in favor of the lenders under such Credit Agreement are permitted by Section 4.03 and Section 4.11, respectively, (B) the only Collateral that may be released from the Lien and security interest created by the Collateral Agreements in reliance on this Section 11.03(a)(1) shall be current assets (including cash, cash equivalents, inventory and accounts receivable) and such other disposition assets as customarily are pledged to revolving credit lenders in similar transactions (including guarantees by domestic Subsidiaries and a pledge of such property or assetsthe stock thereof), including Capital Stock as certified by the Company and set forth in an Officers’ Certificate, and (other than C) the Company shall have delivered to the Issuer or Trustee a Guarantor), notice of redemption pursuant to Section 3.01 to redeem a principal amount of Notes at least equal to 55% of “eligible NAFTA inventory” and “eligible NAFTA accounts receivable,” in each case as defined in the extent not prohibited under Section 4.10 hereofCredit Agreement; (2) to enable the Company or a Subsidiary Guarantor to consummate asset sales and dispositions permitted or not prohibited under Section 4.06, in each case to a Person other than the case of Company or a Guarantor that is released from its Note GuaranteeSubsidiary Guarantor; provided that, if such sale, conveyance or disposition constitutes an Asset Disposition, the release of Company will apply the property and assets of such GuarantorNet Available Cash in accordance with Section 4.06; (3) to enable the extent such Collateral is comprised of property leased Company to the Issuer make a Restricted Payment permitted or not prohibited under Section 4.04 or a Guarantor, upon termination Permitted Investment other than any such Restricted Payment or expiration of such leasePermitted Investment made to or in the Company or a Restricted Subsidiary; (4) with respect to Collateral if any Subsidiary that is Capital Stocka Subsidiary Guarantor is released from its Guarantee, upon such Subsidiary’s assets will also be released from the dissolution or liquidation of Liens securing the issuer of that Capital Stock that is not prohibited by this IndentureNotes and the Guarantee; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being as set forth, and subject to certain Permitted Liens);the conditions stated, in Sections 8.02, 9.01 and 9.02; or (6) upon if required in accordance with the achievement terms of Investment Grade Status by the Notes; provided that Security Agreement. Upon receipt of such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on Officers’ Certificate, the Collateral securing the Notes and the Note Guarantees Agent shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such any reasonably necessary or proper instruments of termination, satisfaction or releases release to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or Agreements. (b) No Collateral may be released from the Intercreditor Agreements. Neither Lien and security interest created by the Trustee nor Collateral Agreements pursuant to the Notes provisions of the Collateral Agent shall be liable for any such release undertaken in reliance upon any such Agreements unless the Officer’s Certificate required by this Section 11.03 has been delivered to the Collateral Agent. (c) At any time when a Default or Opinion Event of CounselDefault has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of acceleration to the Collateral Agent, no release of Collateral pursuant to the provisions of the Collateral Agreements will be effective as against the Holders. (d) The release of any Collateral from the terms of this Indenture and the Collateral Agreements will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms hereof. To the extent applicable, the Company will cause TIA § 313(b), relating to reports, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements TIA § 314(d), relating to the contrary, release of property or securities from the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interestinterest of the Security Agreement and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Security Agreement, to be complied with. Any certificate or execute opinion required by TIA § 314(d) may be made by an Officer of the Company except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or approved by the Company and deliver the Collateral Agent in the exercise of reasonable care. Fees, charges and expenses incurred by the Trustee or the Collateral Agent in connection herewith, including the fees and reasonable expenses of any such instrument of releaseengineer, satisfaction, discharge appraiser or termination, unless and until it receives such Officer’s Certificate and Opinion of Counselother expert shall be reimbursed to the Trustee or the Collateral Agent (as applicable).

Release of Collateral. (a) HoldingsSubject to Section 10.04 hereof, Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents, the Intercreditor Agreement or as provided hereby. The Issuer and the Guarantors will be entitled to the releases a release of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant the Trustee (subject to its receipt of an Officer Certificate and Opinion of Counsel as provided below) shall release, or instruct the Collateral DocumentsAgent to release, as applicable, the same from such Liens will automatically be releasedat the Issuer’s sole cost and expense, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor)any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 4.10 hereof4.13; (2) in the case of a Guarantor that is released from its Note GuaranteeGuarantee with respect to the Notes, the release of the property and assets of such Guarantor; (3) pursuant to the extent such Collateral is comprised an amendment or waiver in accordance with Article 9 of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease;this Indenture; or (4) with respect if the Notes have been discharged or defeased pursuant to Collateral that is Capital Stock, upon the dissolution Section 8.01 or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) Section 8.02. The first second-priority Liens lien on the ABL Collateral securing the Notes will terminate and be released automatically if the Note Guarantees first-priority liens on the ABL Collateral are released by the Bank Collateral Agents (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Indenture). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the Bank Collateral Agents in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under the Indenture or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the Applicable Bank Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement Agents (except with respect to the any proceeds of such sale, transfer or dispositiondisposition that remain after satisfaction in full of the Lenders Debt). (c) . The security interests in all liens on the Collateral securing the Notes also that otherwise would have been released pursuant to the first sentence of this paragraph will be released upon (i) payment in full when such Event of the principal of, together with accrued and unpaid interest on, the Notes Default and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge Events of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance Default under this Indenture as described under Article 8 hereof. (d) With respect cease to any release of Collateral, upon exist. Upon receipt of an Officer’s Officers’ Certificate and an Opinion of Counsel each stating certifying that all conditions precedent under this the Indenture and the Collateral Security Documents (and the Intercreditor AgreementsTIA Section 314(d)), as applicableif any, to such release have been met and that it is any necessary or proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge satisfaction or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent toAgent, to execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases re- leases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Security Documents or the Intercreditor AgreementsAgreement. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in good faith in reliance upon any such Officer’s Officer Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Security Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge satisfaction or termination, unless and until it receives such Officer’s Officer Certificate and Opinion of Counsel.

Release of Collateral. (a) HoldingsCollateral may be released from the Lien and security interest created by the Collateral Documents at any time and from time to time in accordance with the provisions of the Collateral Documents, the Intercreditor Agreements and this Indenture. Notwithstanding anything to the contrary in the Collateral Documents, the Intercreditor Agreements and this Indenture, the property and other assets of the Issuer and the Guarantors will constituting Collateral shall be entitled to the releases of property and other assets included in the Collateral automatically released from the Liens securing the Notes, Notes and pursuant to the Collateral Documents, the Liens will automatically be released, Notes Obligations under any one or more of the following circumstances: (1) as to enable the sale Collateral of any Guarantor and/or the pledged Capital Stock of such Guarantor, such Collateral and/or Capital Stock shall be released upon a sale, exchange, transfer or other disposition (including by way of such property merger, amalgamation, consolidation, dividend distribution or assets, including otherwise) of the Capital Stock (of any Subsidiary Guarantor or the sale, exchange, transfer or other disposition, of all or substantially all of the assets of any Subsidiary Guarantor to a Person other than to the Issuer or a another Guarantor), to the extent in each case, so long as such sale, transfer or other disposition is not prohibited under by Section 4.10 hereof3.5; (2) as to the Collateral of any Guarantor and/or the pledged Capital Stock of such Guarantor, such Collateral and/or Capital Stock shall be released upon the designation in accordance with this Indenture of the Subsidiary Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Subsidiary Guarantor is no longer a Restricted Subsidiary or the Subsidiary Guarantor becomes a Non-Guarantor Subsidiary; (3) as to the Collateral of any Guarantor and/or the pledged Capital Stock of such Guarantor, such Collateral and/or Capital Stock shall be released upon such Guarantor being (or being substantially concurrently) released or discharged from all of its Guarantees of payment in the case of a Guarantee made by a Guarantor that is released from (each, an “Other Guarantee”) as a result of its Note Guarantee, the release guarantee of other Indebtedness of the property Issuer or a Guarantor pursuant to Section 3.9, including a release as a result of the repayment in full or termination of the Indebtedness specified under such Guarantee (it being understood that a release subject to a contingent reinstatement is still considered a release and assets if such Indebtedness of such GuarantorSubsidiary Guarantor under any Guarantee is so reinstated, such Guarantee shall also be reinstated); (34) as to the pledged Capital Stock of any Guarantor, upon the merger, amalgamation or consolidation of any Subsidiary Guarantor with and into the Issuer or another Guarantor or upon the liquidation of such Subsidiary Guarantor, in each case, in compliance with the applicable provisions of this Indenture; (5) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon the termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (56) with respect to any Collateral that is or becomes an “Excluded Asset” (including such assets Asset or that become Excluded Assets upon being is or becomes subject to certain Permitted Liens); (67) as described in the second paragraph under Section 3.7; and (8) upon the achievement occurrence of Investment Grade Status by the NotesStatus; provided that such Collateral the Liens shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Notes Priority Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Notes Priority Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Liens on the Collateral securing the Notes and the Guarantees also will be automatically released without further action upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations Obligations (other than contingent indemnity obligations not then due and payablefor which no demand has been made) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is are paid, or (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 Section 8.2 and Section 8.3 hereof or a discharge of this Indenture as described under Section 11.1 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and Indenture, the Collateral Documents and the Pari Passu Intercreditor AgreementsAgreement, as applicable, to such release have been met and that it is proper permitted for the Trustee or Notes and/or Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, release and any instruments of termination, satisfaction, discharge satisfaction or release reasonably requested by and prepared by the Issuer, the Trustee shall, or shall cause and the Notes Collateral Agent toshall, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents Documents, the Pari Passu Intercreditor Agreement (if any) or any Acceptable Intercreditor Agreement and shall do or cause to be done (at the Intercreditor AgreementsIssuer’s expense) all acts reasonably requested of them to release such Lien as soon as is reasonably practicable. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of CounselCertificate, and notwithstanding any term hereof or in any Collateral Document or in the Pari Passu Intercreditor Agreements Agreement (if any) or any Acceptable Intercreditor Agreement to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge satisfaction or termination, unless and until it receives such Officer’s Certificate Certificate, upon which it shall be entitled to conclusively rely. (e) The Issuer and Opinion the Guarantors shall not enter into any agreement that requires the proceeds received from any sale of CounselCollateral to be applied to repay, redeem, defease or otherwise acquire or retire any Indebtedness of any Person, other than as permitted by this Indenture, the Notes and the Collateral Documents. For the avoidance of doubt, nothing in this Section 12.2 will restrict the incurrence of Indebtedness secured by Permitted Liens or Permitted Collateral Liens.

Release of Collateral. (a) HoldingsSubject to Section 13.03(b), the Issuer and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant Notes may be released at any time or from time to time in accordance with the provisions of the Notes Collateral Documents, the Liens Intercreditor Agreements and this Indenture, and, notwithstanding anything to the contrary in any Notes Document, will be automatically be released, and the Trustee (subject to its receipt of an Officer’s Certificate and Opinion of Counsel as provided below) shall execute documents evidencing such release, or instruct the Notes Collateral Agent to execute, as applicable, the same at the Issuer’s sole cost and expense, under any one or more of the following circumstances: (1) to enable in whole upon: (i) payment in full of the sale or principal of, together with accrued and unpaid interest on, the Notes and all other disposition of such property or assets, including Capital Stock Notes Obligations (other than contingent indemnity obligations for which no demand has been made) under this Indenture, the Guarantees under this Indenture, the Notes and the Notes Collateral Documents that are due and payable at or prior to the Issuer or a Guarantor)time such principal, together with accrued and unpaid interest, is paid; (ii) all then outstanding Notes being cancelled in full by the Trustee pursuant to the extent not prohibited terms of this Indenture; (iii) satisfaction and discharge of this Indenture as set forth under Section 4.10 hereofArticle 11; or (iv) a Legal Defeasance or Covenant Defeasance of this Indenture as set forth under Article 8; (2) in whole or in part, with the case consent of a Guarantor that is released from its Note Guarantee, the release Holders of the property and assets Notes in accordance with Article 9 of such Guarantor;this Indenture; or (3) in part, as to any asset constituting Collateral: (i) that is sold or otherwise disposed of (I) by the extent Issuer or any Guarantor to any Person that is not the Issuer or a Guarantor in a transaction not prohibited by this Indenture at the time of such transfer or disposition, including, without limitation, as a result of a transaction of the type permitted under Section 4.10 or (II) in the case of ABL Collateral (regardless of whether or not an Event of Default has occurred and is continuing under the Notes Documents at the time of such sale or disposition), if such sale or disposition either (x) is then not prohibited by the Notes Documents or (y) occurs in connection with the foreclosure upon or other exercise of rights and remedies with respect to such ABL Collateral (including, in connection with any liquidation of ABL Collateral consented to by the ABL Collateral Agent); provided that such Lien securing the Notes and the Guarantees shall remain in place with respect to any proceeds of a sale or disposition under this clause (II) that remain after the associated discharge of ABL Obligations; (ii) that is owned or at any time acquired by a Guarantor that has been released from its Guarantee, concurrently with the release of such Guarantee, in accordance with Section 10.06; (iii) in the case of Collateral comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4iv) with respect to in the case of Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5v) with respect to any Collateral that becomes an “Excluded Asset” (including such assets or that become Excluded Assets upon being becomes subject to certain Permitted Liens); (6vi) in respect of the property and assets of a Subsidiary Guarantor, upon the achievement designation of Investment Grade Status by such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; orprovisions of this Indenture; (7vii) as described under Article 9 hereof.that is otherwise released in accordance with the applicable provisions of the Notes Collateral Documents and the Intercreditor Agreements, but subject to any restrictions thereon set forth in this Indenture or the Intercreditor Agreements; (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Notes Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Notes Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Notes Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.

Release of Collateral. (a) Holdings, the Issuer The Issuers and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, Notes under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), assets to the extent not prohibited under Section 4.10 hereof4.08 (it being understood that in connection with the sale of the stock, or substantially all of the assets, of any Restricted Subsidiary, any Collateral evidencing pledged indebtedness of such Restricted Subsidiary to the Company or a Guarantor shall be released); (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor[reserved]; (3) to in the extent such case of Collateral is comprised of property leased Equity Interests of a Subsidiary that is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in accordance with the Issuer or a Guarantorprovisions of this Indenture, upon termination or expiration effectiveness of such leasedesignation or when it first ceases to be a Restricted Subsidiary, respectively; (4) with respect to Collateral that is Capital Stockthe extent comprised of pledged Indebtedness, upon the dissolution or liquidation repayment in full of the issuer of that Capital Stock that is not prohibited by this Indenturesuch intercompany indebtedness; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liensthe consent of the requisite number of Holders as provided under Section 8.02(b); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) Obligations under this Indenture, the Note Guarantees Indenture and the Collateral Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, ; or (ii7) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) upon a Legal Defeasance or Covenant Defeasance under hereunder made in accordance with Section 9.04, or a discharge of this Indenture as described under Article 8 hereofpursuant to Section 9.01. (db) With respect to any release of Collateral, upon Upon receipt of an Officer’s Officers’ Certificate and an Opinion of Counsel each stating certifying that all conditions precedent hereunder and under this Indenture and the Collateral Documents and the Intercreditor AgreementsSecurity Documents, as applicableif any, to such release have been met and that it is any necessary or proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge satisfaction or release prepared by the IssuerIssuers, the Trustee shall, to the extent it may do so under the applicable Security Documents, or shall cause the Notes Collateral Col- lateral Agent to, execute, deliver or acknowledge (at the Issuer’s Issuers’ expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor AgreementsSecurity Documents. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in good faith in reliance upon any such Officer’s Officers’ Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Security Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge satisfaction or termination, unless and until it receives such Officer’s Officers’ Certificate and Opinion of Counsel.

Release of Collateral. (a) Holdings, the Issuer and the Guarantors The Collateral will be entitled to the releases of property and other assets included in the Collateral automatically released from the Liens securing Lien and security interest created by the Notes, and pursuant Security Documents at any time or from time to time in accordance with the Collateral Documents, provisions of the Liens will automatically be released, Security Documents or as provided hereby under any one or more of the following circumstances: (1) to enable the sale in connection with asset sales and dispositions permitted or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof4.13, so long as, in the case of an Asset Sale, the Company will apply the Net Proceeds in accordance with the provisions of Section 4.13; provided, that such Liens will not be released if such sale or disposition is to the Company or a Restricted Subsidiary; (2) in with respect to the case assets of a Subsidiary Guarantor that is released from its Note Guaranteeconstitute Collateral, upon the release of the property and assets of such Guarantor;Subsidiary Guarantor from its Guarantee; and (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease;as described in Section 9.02; and (4) if required in accordance with respect to Collateral that is Capital Stock, upon the dissolution or liquidation terms of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereofIntercreditor Agreement. (b) The first priority Liens on the all Collateral securing that secures the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released released: (1) if the Company exercises its Legal Defeasance option or Covenant Defeasance option as described in Article 8; or (2) upon (i) satisfaction and discharge of this Indenture as described in Article 12 or payment in full of the principal of, together with premium, if any, and accrued and unpaid interest on, on the Notes and all other obligations (other than contingent indemnity obligations not Obligations that are then due and payable) under this Indenture, . The release of any Collateral from the Note Guarantees and terms of the Collateral Security Documents that are due and payable at or prior shall not be deemed to impair the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to this Indenture and the Security Documents. To the extent permitted under the TIA and/or any interpretation or guidance as described to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, the fair value of Collateral released from the Liens and security interest created by this Indenture and the Security Documents pursuant to the terms of the Security Documents shall not be considered in determining whether the aggregate fair value of the Collateral released from the Liens and security interest created by this Indenture and the Security Documents in any calendar year exceeds the 10% threshold specified in TIA § 314(d)(1). Notwithstanding anything to the contrary in this paragraph, the Company will not be required to comply with all or any portion of TIA §314(d) if under Article 8 hereofthe terms of TIA §314(d) and/or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of TIA §314(d) is inapplicable to one or a series of released Collateral. (dc) With respect to any release of Collateral, upon Upon receipt of an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that such release (and the execution, delivery and acknowledgement of the instruments specified below) is authorized or permitted by this Indenture and that all relevant conditions precedent under this Indenture and have been met, the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, will execute, deliver or acknowledge (at the Issuer’s expense) such any necessary or proper instruments of termination, satisfaction or releases release to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselIndenture.

Release of Collateral. The Liens granted to the Master Collateral Agent by the Issuers and Guarantors on any Collateral shall be automatically released with respect to the Notes: (a) Holdings, the Issuer and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable upon the sale or other disposition of such property Collateral (including as part of or assets, including Capital Stock (in connection with any other sale or other disposition permitted under this Indenture) to any Person other than to the another Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereofsuch sale or other disposition is made in compliance with the terms of this Indenture and the Collateral Documents (and the Master Collateral Agent shall rely conclusively on an Officer’s Certificate and/or Opinion of Counsel to that effect provided to it by any Issuer or Guarantor, including upon its reasonable request without further inquiry); (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3b) to the extent such Collateral is comprised of property leased to the an Issuer or a Guarantor, upon termination or expiration of such lease; (4c) with respect to Collateral that if the release of such Lien is Capital Stockapproved, upon authorized or ratified in writing by the dissolution or liquidation Holders holding more than 66.67% of the issuer aggregate outstanding principal amount of that Capital Stock that is not prohibited by this Indenturethe Notes; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7d) as described under Article 9 hereof. (b) The first priority Liens on the required to effect any sale or other disposition of Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other any exercise of remedies with respect to, Collateral by of the Applicable Master Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect pursuant to the proceeds of such sale, transfer or disposition).Collateral Documents; and (ce) The security interests if such assets become Excluded Property. Any such release shall not in all Collateral securing any manner discharge, affect, or impair the Notes also will be released Obligations or any Liens (other than those being released) upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other or obligations (other than contingent indemnity obligations not then due and payablethose being released) under this Indenture, of the Note Guarantees Issuers and the Guarantors in respect of) all interests retained by the Issuers and the Guarantors, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral Documents that are due and payable at or prior except to the time such principal, together extent otherwise released in accordance with accrued and unpaid interest, is paid, (ii) satisfaction and discharge the provisions of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or Documents. During the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion continuance of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrarya Senior Secured Debt Event of Default, the Trustee and the Notes Master Collateral Agent shall not be under any obligation to release any Lien permitted to be released under the Collateral Agency and Accounts Agreement and the other Senior Secured Debt Documents unless the Required Debtholders have consented to such Lien and security interest, or execute and deliver any such instrument release pursuant to an Act of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of CounselRequired Debtholders.

Release of Collateral. (a) Holdings, the Issuer and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon the delivery to the Trustee and Collateral Agent of an Officer’s Certificate that one of the following has occurred, and an Opinion of Counsel that all conditions to such release under the terms of the EchoStar New Notes Indenture have been satisfied: (i1) in whole, upon: (A) payment in full of the principal of, EchoStar New Notes together with accrued and unpaid interest on, the Notes thereon and performance of all other obligations (other than contingent indemnity obligations not then due and payablethat survive termination) under this Indenture, of the Note Guarantees Company and the Collateral Documents that are due and payable at Guarantors under the EchoStar New Notes Documents; or (B) Legal Defeasance or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) Covenant Defeasance as set forth in Article VIII hereto or upon satisfaction and discharge of this EchoStar New Notes Indenture as set forth under in Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof.XII hereto; (d2) With with respect to the property and assets of any release of Guarantor constituting Collateral, upon receipt the release of such Guarantor from its Notes Guarantee in accordance with the terms of this EchoStar New Notes Indenture; (3) as to any Collateral that is sold, assigned, transferred, conveyed or otherwise disposed of to (a) a Person other than an Officer’s Certificate Affiliate of such Guarantor or (b) a Spectrum Joint Venture, in each case in a transaction that at the time of such sale or disposition does not violate the provisions set forth in Section 4.09 and Section 5.01 hereto, as applicable; (4) in whole or in part, with the consent of Holders of the requisite aggregate principal amount of EchoStar New Notes set forth in Article IX hereto; or (5) if and to the extent required by any Intercreditor Agreement. Notwithstanding anything to the contrary herein, a release pursuant to the foregoing clause (3) shall not be permitted while any Default or Event of Default has occurred and is continuing. Any request to the Trustee and Collateral Agent to release Collateral shall be accompanied by an Opinion of Counsel each and Officer’s Certificate stating that all conditions precedent under such release complies with this EchoStar New Notes Indenture and the Collateral Documents and Security Documents. (b) The Company will comply with TIA §314(a)(1). (c) To the Intercreditor Agreements, as extent applicable, the Company will cause TIA §313(b), relating to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such releasereports, and any instruments of terminationTIA §314(d), satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases relating to evidence the release and discharge of property or securities or relating to the substitution therefor of any Collateral permitted property or securities to be released pursuant subjected to the Lien of the Security Documents, to be complied with. Any certificate or opinion required by TIA §314(d) may be made by an officer of the Company except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected. Notwithstanding anything to the contrary in this Indenture or paragraph, neither the Collateral Documents or the Intercreditor Agreements. Neither the Trustee Company nor the Notes Collateral Agent shall Guarantors will be liable for required to comply with all or any such release undertaken portion of TIA §314(d) if it determines, in reliance upon good faith based on advice of counsel, that under the terms of TIA §314(d) and/or any such Officer’s Certificate interpretation or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements guidance as to the contrarymeaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of TIA §314(d) is inapplicable with respect to the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counselreleased Collateral.

Release of Collateral. The Liens created by the Security Documents on the Collateral shall be automatically released, without the need for any further action by any Person, and will no longer secure the Notes or the Notes Guarantees or any other Obligations under this Indenture, and the right of the Holders and holders of such other Obligations to the benefits and proceeds of such Liens will terminate and be discharged: (a) Holdings, the Issuer and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantorwhole, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paidif any, and premium, if any, on, the Notes; (iib) upon the release of a Guarantor from its obligations under Article 10, as to the Collateral owned by such Guarantor; (c) in whole, upon the satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance the Issuer’s obligations under this Indenture as described under in accordance with Article 8 hereof.8; (d) With respect in whole, upon the occurrence of a legal defeasance or a covenant defeasance in accordance with Article 8; (e) as to any release property or assets constituting Collateral that are sold or otherwise disposed of Collateralin accordance with the terms of this Indenture; or (f) in whole or in part, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under pursuant to any amendment or supplement to this Indenture and or to the Notes effected in accordance with Article 9. In addition, Collateral may be released from the Liens created by the Security Documents and at any time or from time to time in accordance with the Intercreditor Agreementsprovisions of the Security Documents. At the request of the Issuer (which request shall be set forth in an Officers’ Certificate) for a confirmation, as applicable, to such release have been met and that it is proper for the Trustee acknowledgement or Notes Collateral Agent to execute and deliver the documents other documentation requested by the Issuer issuer to evidence the release of Liens or Collateral in connection accordance with such releasethis Section 11.02, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s and Guarantors’ expense) , the Trustee shall promptly take all necessary actions to execute and/or deliver such instruments confirmation, acknowledgement or releases to evidence other documentation so requested by the Issuer. The release and discharge of any Collateral permitted to be released pursuant to this Indenture or from the Collateral Lien of the Security Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken release, in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof whole or in any Collateral Document or in part, of the Intercreditor Agreements to Liens created by the contrarySecurity Documents, the Trustee and the Notes Collateral Agent shall not be under any obligation deemed to release any such impair the Lien on the Collateral in contravention of the provisions of this Indenture if and security interest, to the extent the Collateral or execute Liens are released in accordance with the terms of the applicable Security Documents and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counselthis Article 11.

Release of Collateral. (a) HoldingsThe Collateral shall be released from the Lien and security interest created by the Security Documents to secure the Notes Obligations, all without delivery of any instrument or performance of any act by any party, at any time or from time to time in accordance with the Issuer and provisions of the Guarantors will be entitled Security Documents or as provided by this Section 12.04. Upon such release, subject to the releases terms of property and other assets included the Security Documents all rights in the Collateral securing Notes Obligations shall revert to the Issuer, Holdings and the Guarantors. The Collateral shall be released from the Liens securing Lien and security interest created by the Notes, and pursuant Security Documents to secure the Collateral Documents, the Liens will automatically be released, Notes Obligations under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock assets to any Person (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note GuaranteeGuarantee of the Notes (including upon (A) a satisfaction and discharge of this Indenture, (B) a Legal Defeasance or (C) a Covenant Defeasance), the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital StockEquity Interests, upon the dissolution or liquidation of the issuer of that Capital Stock Equity Interest that is not prohibited by this Indenture; (4) if the Notes have Investment Grade Ratings from both Rating Agencies and the Issuer has delivered a notice of such Investment Grade Ratings to the Trustee and the Collateral Agent and no Default has occurred and is continuing under this Indenture; (5) the release of Collateral by the Collateral Agent, acting on the instructions of the Applicable Authorized Representative in accordance with respect to any Collateral that becomes an “Excluded Asset” the terms of the Security Agreement (including such assets that become Excluded Assets upon being subject to certain Permitted Liensother than releases of all or substantially all of the Collateral); (6) upon in accordance with the achievement applicable provisions of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; orSecurity Documents; (7) as described under pursuant to an amendment or waiver in accordance with Article 9 hereof.Nine of this Indenture; (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) 8) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents Notes Obligations that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, ; or (ii9) satisfaction and upon a discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or a Covenant Defeasance under pursuant to Article Eight of this Indenture as described under Article 8 hereofIndenture. (db) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes The Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such releaseand, and any instruments of termination, satisfaction, discharge or release prepared by the Issuerif necessary, the Trustee shall, or shall cause at the Notes Collateral Agent toIssuer’s expense, execute, deliver or acknowledge (at the Issuer’s expense) such any necessary or proper instruments of termination, satisfaction or releases release to evidence and shall do or cause to be done all other acts reasonably necessary to effect, in each case as soon as is reasonably practicable, the release and discharge of any Collateral permitted to be released pursuant to this Indenture or and the Collateral Documents or the Intercreditor AgreementsSecurity Documents. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon good faith and in the absence of gross negligence or willful misconduct. (c) The release of any such Officer’s Certificate or Opinion Collateral from the terms of Counselthis Indenture and the Security Documents will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms of the Security Documents. From the date on which this Indenture is qualified under the TIA, to the extent applicable, the Issuer will cause TIA §313(b), relating to reports, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements TIA §314(d), relating to the contraryrelease of property or securities from the Lien and security interest of the Security Documents and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Security Documents, to be complied with. From the date on which this Indenture is qualified under the TIA, any certificate or opinion required by TIA §314(d) may be made by an Officer of the Issuer except in cases where TIA §314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or approved by the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument in the exercise of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counselreasonable care.

Release of Collateral. (a) HoldingsSubject to subsections (b), (c) and (d) of this Section 10.03, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements or as provided hereby, which request by the Company shall be made pursuant to an Officers’ Certificate certifying that all conditions precedent hereunder have been met, and without the consent of any Holder, the Issuer Company and the Guarantors will be entitled to the releases of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to obligations under the Collateral Documents, the Liens will automatically be released, Indenture Documents under any one on or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer Company or a Guarantor), Guarantor to the extent consummate asset sales and dispositions permitted or not prohibited under Section 4.10 hereof4.10, in each case to a Person other than the Company or a Guarantor; provided that, if such sale, conveyance or disposition constitutes an Asset Sale, the Company will apply the Net Proceeds in accordance with Section 4.10; (2) to enable the Company to make a Restricted Payment permitted or not prohibited under Section 4.07 or a Permitted Investment other than any such Restricted Payment or Permitted Investment made to or in the case of Company or a Restricted Domestic Subsidiary; (3) if any Subsidiary that is a Guarantor that is released from its Note Guarantee, such Subsidiary’s assets will also be released from the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate Guarantee; (4) as set forth, and be released automatically subject to the conditions stated, in connection with a saleSections 8.04, transfer or disposition of Collateral that occurs 9.01 and 9.02; or (5) if required in connection accordance with the foreclosure ofterms of the Intercreditor Agreement. Upon receipt of such Officers’ Certificate, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such any necessary or proper instruments of termination, satisfaction or releases release to evidence the to release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents Agreements. (b) No Collateral may be released from the Lien and security interest created by the Collateral Agreements pursuant to the provisions of the Collateral Agreements unless the certificate required by this Section 10.03 has been delivered to the Collateral Agent. (c) At any time when a Default or Event of Default has occurred and is continuing and the Intercreditor Agreements. Neither maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee nor has delivered a notice of acceleration to the Notes Collateral Agent shall Agent, no release of Collateral pursuant to the provisions of the Collateral Agreements will be liable for effective as against the Holders. (d) The release of any such release undertaken Collateral from the terms of this Indenture and the Collateral Agreements will not be deemed to impair the security under this Indenture in reliance upon any such Officer’s Certificate or Opinion contravention of Counselthe provisions hereof if and to the extent the Collateral is released pursuant to the terms hereof. To the extent applicable, the Company will cause TIA § 313(b), relating to reports, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements TIA § 314(d), relating to the contraryrelease of property or securities from the Lien and security interest of the Collateral Agreements and relating to the substitution therefor of any property or securities to be subjected to the Lien and security interest of the Collateral Agreements, to be complied with. Any certificate or opinion required by TIA § 314(d) may be made by an Officer of the Company except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person will be an independent engineer, appraiser or other expert selected or approved by the Trustee and the Notes Collateral Agent shall not be under any obligation to release in the exercise of reasonable care. Fees, charges and expenses incurred by the Trustee or the Collateral Agent in connection herewith, including the fees and reasonable expenses of any such Lien and security interestengineer, appraiser or execute and deliver any such instrument of release, satisfaction, discharge other expert shall be reimbursed to the Trustee or termination, unless and until it receives such Officer’s Certificate and Opinion of Counselthe Collateral Agent (as applicable).

Release of Collateral. (a) HoldingsIn addition to and subject to the terms of the Intercreditor Agreement, the Issuer Collateral Agent’s Liens upon the Collateral will no longer secure the Notes outstanding or any Note Guarantees under this Indenture, and the Guarantors will be entitled right of the Holders to the releases benefits and proceeds of property and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Agent’s Liens on the Collateral securing the Notes and the Note Guarantees shall also will terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition).discharged: (ca) The security interests in all Collateral securing the Notes also will be released whole, upon (i) payment in full of the principal of, together with accrued and unpaid interest and premium, if any, on, the Notes and all other obligations Notes; (other than contingent indemnity obligations not then due and payableb) under this Indenturein whole, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) upon satisfaction and discharge of this Indenture as set forth under or upon a legal or covenant defeasance pursuant to Article 11 or VIII hereof; (iiic) in whole, in respect of the Collateral of a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. Guarantor, upon the designation of such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.6 and the definition of “Unrestricted Subsidiary”; (d) With respect in part, as to any release property constituting Collateral that is sold, transferred or otherwise disposed of Collateralby the Company or any of the Guarantors (other than to the Company or another Guarantor) in a transaction permitted by Section 4.13 and by the Collateral Documents (to the extent of the interest sold or disposed of), upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under or otherwise in accordance with this Indenture and Indenture, the Collateral Documents and the Intercreditor AgreementsAgreement; and (e) in whole or in part, as applicablewith the consent of holders of the requisite percentage of notes in accordance with Sections 9.2 and 9.3. provided that, to such release have been met and that it is proper for in the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge case of any Collateral permitted to be released release in whole pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counselclauses (a) and (b) above, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements all amounts owing to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement have been paid or otherwise provided for to release any such Lien the reasonable satisfaction of the Trustee and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counselthe Collateral Agent.

Release of Collateral. (a) Holdings, Collateral may be released from the Issuer Lien and the Guarantors will be entitled to the releases of property and other assets included in security interest created by the Collateral Documents at any time or from time to time in accordance with the Liens securing the Notes, and pursuant to provisions of the Collateral Documents. The Collateral Agent’s Lien on specific Collateral created by the Collateral Documents will no longer secure the Obligations automatically, without the Liens will automatically be releasedneed for any further action by any Person, under any one or more of the following circumstanceswith respect to: (1) Collateral that is sold, transferred or otherwise disposed of to enable the sale or other disposition of such property or assets, including Capital Stock (a Person other than to the Issuer or a Guarantor), Guarantor to the extent such sale, transfer or other disposition is not prohibited under Section 4.10 hereofby the provisions of this Indenture; provided that any products or proceeds received by the Issuer or such Guarantor in respect of any such Collateral shall continue to constitute Collateral to the extent required by this Indenture and the Collateral Documents; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of a Guarantor upon the release of such GuarantorGuarantor from its Note Guarantee in accordance with the terms of this Indenture; (3) to the extent such Collateral is comprised any property or asset of property leased to the Issuer or a Guarantor, upon termination Guarantor that is or expiration of such lease;becomes Excluded Property; and (4) with respect to Collateral that is Capital Stockthe extent, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status if any, required by the NotesIntercreditor Agreement; provided provided, however, that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on notwithstanding any other provision of this Indenture or the Collateral Documents, Liens securing the Notes and the Note Guarantees shall also terminate and on all or substantially all of the Collateral may be released automatically only pursuant to the terms of Section 10.05. If any circumstance described in connection with clauses (1) to (4) shall occur, the Trustee will, at the request and at the sole cost and expense of the Issuer, deliver a sale, transfer or disposition of certificate to the Collateral Agent stating that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral Agent’s Lien on the applicable Collateral created by the Applicable Collateral Agent (as defined in Document no longer secures the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition)Obligations. (cb) The security interests in all Notwithstanding anything to the contrary contained herein, whenever the Trustee or the Collateral securing Agent is requested to execute a release or the Notes also will be released upon (iTrustee is requested to deliver a certificate to the Collateral Agent pursuant to Section 10.02(a) payment in full of the principal of, together with accrued and unpaid interest onor 10.05, the Notes Issuer shall deliver an Opinion of Counsel and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this to the applicable release in the Indenture Documents have been complied with and such release is permitted by the Indenture Documents. Upon receipt of such Opinion of Counsel and Officer’s Certificate, the Trustee or the Collateral Documents and the Intercreditor AgreementsAgent, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent shall be obligated to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.

Release of Collateral. (a) Holdings, the Issuer and the Guarantors will be entitled to the releases of property and other assets included in the The Trustee shall not at any time release Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: (1) to enable the sale or other disposition of such property or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent not prohibited under Section 4.10 hereof; (2) in the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4) with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited created by this Indenture; (5) Indenture and the Security Documents unless such release is in accordance with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement provisions of Investment Grade Status by this Indenture and the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereofSecurity Documents. (b) The first priority In the event that (i) all of the Liens on any of the Collateral securing the Notes CCO Credit Facility and the Note Guarantees shall also terminate and be Related Obligations or any other Indebtedness under clause (1) of the second paragraph of Section 4.10 are released automatically in connection with a salefor any reason, transfer or disposition of Collateral that occurs including, without limitation, in connection with the foreclosure ofrepayment in full of all obligations under the CCO Credit Facility and the Related Obligations or any other Indebtedness under clause (1) of the second paragraph of Section 4.10, in each case, without the refinancing thereof on a secured basis, and there is no Event of Default pursuant to clause (1) or (2) of Section 6.01 hereof then existing (or that would result therefrom), or other exercise (ii) any Collateral is released in accordance with the provisions of remedies with respect toSection 9.02, the Liens on such Collateral by securing the Applicable Collateral Agent (as defined Notes will be automatically released and terminated. In addition, in the Pari Passu Intercreditor Agreement ) under event of the Pari Passu Intercreditor Agreement Legal Defeasance or Covenant Defeasance or discharge of a series of Notes, the Liens on all Collateral securing such series of Notes (except with respect to the proceeds of such sale, transfer or disposition)for any Liens required by Article 8) will be automatically released and terminated. (c) The security interests in all To evidence any such release and termination, the Company shall be entitled to such releases, terminations and other documents and instruments as the Company or any third party entitled to rely thereon may request, and the Trustee shall, at the Company's expense, execute and deliver such requested releases, terminations and other documents and instruments, with respect to items of Collateral securing subject to release pursuant to clauses (a) and (b) above (the Notes also will be released "Released Collateral") upon compliance with the conditions precedent that the Company shall have delivered to the Trustee the following: (i) payment in full a notice from the Company requesting release of Released Collateral (a "Company Notice") and specifically describing the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, proposed Released Collateral; (ii) satisfaction an Officers' Certificate certifying that (1) the release of such Released Collateral complies with the terms and discharge conditions of this Indenture, (2) all conditions precedent in this Indenture and the Security Documents to such release have been complied with, (3) no Default or Event of Default pursuant to clause (1) or (2) of Section 6.01 hereof is in effect or continuing on the date thereof or would result therefrom (including, without limitation, as set forth under Article 11 or a result of an Insolvency Proceeding), and (iii) a Legal Defeasance or Covenant Defeasance an Opinion of Counsel substantially to the effect that all conditions precedent herein and under this Indenture as described under Article 8 hereofany of the Security Documents relating to the release of such Collateral have been complied with. (d) With respect to any The release of Collateralany Collateral from the Liens of the Security Documents or the release, upon receipt in whole or in part, of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent the Liens created by the Security Documents shall not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counselapplicable Security Documents.

Release of Collateral. (a) HoldingsCollateral may be released from the Lien and security interest created by the Security Documents at any time and from time to time in accordance with the provisions of the Security Documents, the Issuer Intercreditor Agreements and this Indenture. Notwithstanding anything to the contrary in the Security Documents, the Intercredi- tor Agreements and this Indenture, the Company and the Guarantors will be entitled to the releases release of property and other assets included in the constituting Collateral from the Liens securing the Notes, Notes and pursuant to the Collateral Documents, the Liens will automatically be released, Notes Obligations under any one or more of the following circumstances: (1i) to enable consummate the sale sale, transfer or other disposition of such property or assets, including Capital Stock (other than assets to a Per- son that is not the Issuer Company or a Guarantor), Guarantor to the extent not prohibited under Section 4.10 hereof4.10; (2ii) in the case of a Guarantor that is released from its Note GuaranteeGuarantee with respect to the Notes pursuant to Section 10.05 of this Indenture, the release of the property and assets of such Guarantor; (3) to the extent such Collateral is comprised of property leased to the Issuer or a Guarantor, upon termination or expiration of such lease; (4iii) with respect to the Shared Bank Collateral, concurrently with any release of Shared Bank Collateral that is Capital Stockunder the Senior Credit Facility, upon other than in connection with the dissolution or liquidation payment in full of the issuer Senior Credit Facility or if an Event of that Capital Stock that is not prohibited by this IndentureDefault exists under the indenture or an event of default under any docu- ment governing Bank Pari Passu Obligations; (5iv) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) or as described under Article 9 hereof9. (b) The first priority Liens on the Collateral securing the Notes and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes Obligations also will be released upon released: (i) upon payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) Notes Obligations under this Indenture, the Note Guarantees and the Collateral Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is are paid, ; (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) upon a Legal Defeasance or Covenant Defeasance under this Indenture as described un- der Section 8.02 or a discharge of this Indenture as described under Article 8 hereofSection 12.01; or (iii) pursuant to the Intercreditor Agreements. (dc) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Security Documents and the Intercreditor Inter- creditor Agreements, as applicable, to such release have been met and that it is proper permitted for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer Company in connection with such release, release and any necessary or proper instruments of termination, satisfaction, discharge satisfaction or release prepared by the IssuerCompany, the Trustee shall, or shall cause Trus- tee and the Notes Collateral Agent toshall, execute, deliver or acknowledge (at the IssuerCompany’s expense) such instruments instru- ments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Security Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Security Document or in the Intercreditor Agreements to the contrary, the Trustee and the Notes Collateral Agent shall not be under any obligation to release any such Lien and security interestinter- est, or execute and deliver any such instrument of release, satisfaction, discharge satisfaction or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.

Release of Collateral. (a) HoldingsSubject to subsections (b) and (c) of this Section 1103, Collateral may be released from the Issuer Lien and security interest created by the Collateral Documents at any time or from time to time at the sole cost and expense of the Company (i) upon payment in full of the Securities in accordance with the terms thereof and of this Indenture and all other obligations of the Company and the Guarantors will be entitled to then due and owing under this Indenture, the releases of property Securities and other assets included in the Collateral from the Liens securing the Notes, and pursuant to the Collateral Documents, the Liens will automatically be released, under any one or more of the following circumstances: ; (1ii) to enable upon the sale or other disposition of such property Collateral constituting an Asset Sale if such sale or assets, including Capital Stock (other than to the Issuer or a Guarantor), to the extent disposition is not prohibited under Section 4.10 hereof; this Indenture and if the applicable Net Cash Proceeds of Asset Sale are applied in accordance with this Indenture; (2iii) in upon the case of a Guarantor that is released from its Note Guarantee, the release of the property and assets sale or other disposition of such Guarantor; Collateral not constituting an Asset Sale pursuant to the terms of this Indenture; (3iv) upon the substitution or replacement of such Collateral with new Collateral, provided that the Company grants to the Trustee a security interest and Lien in such new Collateral and executes all Collateral Documents necessary to perfect such security interest and Lien; (v) to the extent a Lien is granted on such Collateral is comprised and the Purchase Money Indebtedness secured thereby constitutes not less than 75% of the purchase price of the property leased subject to such Lien; and (vi) to the Issuer or a Guarantor, upon termination or expiration extent expressly permitted pursuant to the terms of such lease; (4) Section 802. Upon compliance with respect to Collateral that is Capital Stock, upon the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (5) with respect to any Collateral that becomes an “Excluded Asset” (including such assets that become Excluded Assets upon being subject to certain Permitted Liens); (6) upon the achievement of Investment Grade Status by the Notes; provided that such Collateral shall be reinstated upon the Reversion Date; or (7) as described under Article 9 hereof. (b) The first priority Liens on the Collateral securing the Notes above provisions and the Note Guarantees shall also terminate and be released automatically in connection with a sale, transfer or disposition provisions of Collateral that occurs in connection with the foreclosure of, or other exercise of remedies with respect to, Collateral by the Applicable Collateral Agent (as defined in the Pari Passu Intercreditor Agreement ) under the Pari Passu Intercreditor Agreement (except with respect to the proceeds of such sale, transfer or disposition). (c) The security interests in all Collateral securing the Notes also will be released upon (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other obligations (other than contingent indemnity obligations not then due and payable) under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, (ii) satisfaction and discharge of this Indenture as set forth under Article 11 or (iii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Article 8 Section 1104 hereof. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture and the Collateral Documents and the Intercreditor Agreements, as applicable, to such release have been met and that it is proper for the Trustee or Notes Collateral Agent to execute and deliver the documents requested by the Issuer in connection with such release, and any instruments of termination, satisfaction, discharge or release prepared by the Issuer, the Trustee shall, or shall cause the Notes Collateral Agent to, execute, deliver or acknowledge (at any necessary or proper instruments of termination, satisfaction or release provided by or on behalf of the Issuer’s expense) such instruments or releases Company to evidence the release and discharge of any Collateral permitted to be released pursuant to this Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or Documents. (b) Except as otherwise provided in the Intercreditor Agreements Agreement, at any time when a Potential Event of Default or Event of Default shall have occurred and be continuing and the maturity of the Securities shall have been accelerated (whether by declaration or otherwise) and the Trustee shall have delivered a notice of acceleration to the contraryCompany, no release of Collateral pursuant hereto shall be effective as against the Trustee or the Holders. (c) The release of any Collateral from the terms hereof and of the Notes Collateral Agent shall Documents will not be deemed to impair the security under this Indenture in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the provisions hereof or of the Collateral Documents. The Trustee and each of the Holders acknowledge that a release of Collateral in accordance with the terms hereof and of the Collateral Documents will not be deemed for any obligation purpose to release any such Lien and be an impairment of the security interest, or execute and deliver any such instrument of release, satisfaction, discharge or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.under this Indenture. NY1-463085 EXECUTION