Common use of Release of Collateral Clause in Contracts

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral 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, the Intercreditor Agreements or as provided hereby. The Borrower and the Guarantors shall be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term Loans, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, under one or more of the following circumstances: (i) to enable the Borrower or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereof; (ii) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty 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 interest are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement and the Collateral Documents, if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Administrative Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Collateral Documents or the Intercreditor Agreements. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release executed in accordance with the terms hereof.

Release of Collateral. (a) Subject to Sections 12.03(bAt the time provided in subsection 8.10(b)(iii) and 12.04 hereofof the Credit Agreement, the Collateral may shall automatically be released from the Lien created hereby and this Agreement and all obligations (other than those expressly stated to survive such termination) of the Agent and each Grantor hereunder shall terminate, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the Grantors. Each Grantor (or such Grantor’s designee) is hereby authorized to file UCC-3 amendments, termination statements and other documents, such as releases of security interest created by the Collateral Documents at any time or from time to time in accordance with the provisions of Applicable IP Office, at such time evidencing the Collateral Documents, the Intercreditor Agreements or as provided hereby. The Borrower and the Guarantors shall be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term Loans, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, under one or more of the following circumstances: (i) to enable the Borrower or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereof; (ii) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) Liens so released; provided, however, that in no event is any Grantor authorized to execute any instrument, agreement or document on behalf of Agent or any Lender to evidence such release pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all this Section 8.2. At the request of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreementany Grantor following any such termination, the Guaranty Agent shall deliver to such Grantor any Collateral of such Grantor held by the Agent hereunder and the Collateral Documents with respect thereto, that are due execute and payable at or prior deliver to the time such principal, together with accrued and unpaid interest are paidGrantor such documents as such Grantor shall reasonably request to evidence such termination. (b) Subject If the Agent shall be directed or permitted pursuant to subsection 8.10(b) of the Credit Agreement to release any Lien or any Collateral, such Collateral shall be released from the Lien created hereby to the provisions contained in extent provided under, and subject to the Intercreditor Agreementsterms and conditions set forth in, in general such subsection. In connection therewith, the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unlessAgent, at the time request of such release of such first-priority liensany Grantor, an Event of Default shall have occurred execute and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect deliver to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans Grantor such documents as such Grantor shall be made unless (i) consent reasonably request to evidence such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to existrelease. (c) Upon satisfaction At the time provided in subsection 8.10(b) of all conditions precedent under this Agreement and the Collateral DocumentsCredit Agreement, if anythen, to such release have been met and any necessary or proper instruments upon the request of termination, satisfaction or release prepared by the Borrower, unless as a condition to the Administrative consent of Agent shalland Lenders to such sale, or if applicable, such Grantor is required to remain subject to this Agreement, a Grantor shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or from its obligations hereunder in the Collateral Documents or event that all the Intercreditor Agreements. Neither the Administrative Agent nor the Collateral Agent Stock and Stock Equivalents of such Grantor shall be liable for sold to any such release executed Person that is not a Credit Party, the Borrower and the Subsidiaries of the Borrower in accordance with a transaction permitted by the terms hereofLoan Documents.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral 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, the Intercreditor Agreements or as provided hereby. The Borrower Company and the Guarantors shall will be entitled to a the release of property and other assets included in the constituting Collateral from the Liens securing the Term Loans, Notes and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, Note Obligations under any one or more of the following circumstances, upon the occurrence of which, such release shall be automatic: (i1) to enable the Borrower Company and/or one or any Guarantor more Guarantors to sellconsummate the sale, exchange transfer or otherwise dispose other disposition (including by the termination of any capital leases or the repossession of the Collateral leased property in a capital lease by the lessor) of such property or assets (to a Person that is not the Company or a Subsidiary of the Company) to the extent not prohibited permitted by Section 3.5 and under Section 7.05 hereofthe Notes Collateral Documents; (ii2) in the case of a Guarantor that is released from its Guaranty Guarantee with respect to all the Notes pursuant to the terms of the Obligationsthis Indenture, the release of the property and assets of such Guarantor; (iii3) to the extent property is subject to release of Excess Collateral Proceeds or Excess Proceeds that remain unexpended after the conclusion of an Asset Disposition Offer or a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver Collateral Asset Disposition Offer conducted in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereofthis Indenture; or (vi4) as described under Article IX. (b) The Liens on all or part of the Collateral securing the Notes and the Guarantees also will be automatically released: (1) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans Notes and all other Note Obligations related thereto (other than any Contingent Obligations not due and owing) under this AgreementIndenture, the Guaranty Guarantees and the Notes Collateral Documents with respect thereto, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest interest, are paid.; (b2) Subject upon a Legal Defeasance or Covenant Defeasance under this Indenture as described under 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 provisions contained Notes Collateral Documents or the Intercreditor Agreements described above; (4) in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full case of the ABL Credit Agreement and the release by the ABL Agent effectiveness of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent any written consent in connection conformity with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except Section 9.2 hereof with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL security interest in any Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and Indenture; or (ii5) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist[reserved]. (c) Upon satisfaction [reserved]. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate, stating that all conditions precedent under this Agreement Indenture, the Notes Collateral Documents and the Collateral DocumentsIntercreditor Agreements, if anyas applicable, to such release have been met and that it is permitted for the Trustee and/or Secured 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 or release prepared by the BorrowerIssuer, the Administrative Trustee and the Secured Notes Collateral Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the BorrowerIssuer’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Notes Collateral Documents or the Intercreditor AgreementsAgreements and shall do or cause to be done (at the Issuer’s expense) all acts reasonably requested of them to release such Lien as soon as is reasonably practicable. Neither the Administrative Agent Trustee nor the Secured Notes Collateral Agent shall be liable for any such release executed undertaken in accordance reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in any Notes Document or in the Intercreditor Agreements to the contrary, the Trustee and the Secured 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, upon which it shall be entitled to conclusively rely. For the avoidance of doubt, no Opinion of Counsel shall be required to be provided in connection with any such release of Collateral. (e) For the terms hereofavoidance of doubt, to the extent the Collateral secures any Senior Debt Obligations, no release of Liens over such Collateral securing such Senior Debt Obligations shall cause the release of any Liens over such Collateral securing the Note Obligations.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral 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, the Intercreditor Agreements or as provided hereby. The Borrower Company and the Guarantors shall will be entitled to a release releases of property and other assets included in the Collateral from the Liens securing the Term Loans, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, Note Obligations under any one or more of the following circumstances: (i1) upon the full and final payment and performance of all Note Obligations of the Company and the Guarantors; (2) with respect to enable any asset constituting Collateral, if such Collateral is sold or otherwise disposed of in accordance with the Borrower 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 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 such deposit account, the Company or any Guarantor Restricted Subsidiary may withdraw funds to sell, exchange or otherwise dispose deploy the proceeds of any of the Collateral an Asset Sale in compliance with Section 4.18 (“Asset Sales”); and (b) to the extent not prohibited that any disposition in such Asset Sale was of Collateral, the non-cash consideration received is pledged as Collateral under Section 7.05 hereofthe Collateral Agreements substantially simultaneously with such sale, in accordance with the requirements set forth in this Indenture and the Collateral Agreements; (ii3) upon legal or covenant defeasance or satisfaction and discharge of the Notes as provided in Sections 8.02 (“Legal Defeasance and Discharge”), 8.03 (“Covenant Defeasance”) and 10.01 (“Satisfaction and Discharge”); (4) with respect to an applicable Subsidiary, upon the case occurrence of a Contract Unwind Trigger; (5) with respect to any assignment of rights under the respective terminated Internal Charter only, upon the occurrence of an Internal Charter Unwind Trigger; (6) if any Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver Note Guarantee in accordance with Article X hereof; the terms of this Indenture (v) if all including by virtue of such Guarantor ceasing to be a Restricted Subsidiary), that Guarantor’s assets will also be released from the Term Loans have been satisfied Liens securing its Note Guarantee and discharged pursuant to Article X hereofthe other Obligations; or (vi7) upon payment as provided in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Third Lien Intercreditor Agreement, the Guaranty 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 interest are paid. (b) Subject In addition to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event Company and the Guarantors will comply with the provisions of a TIA §314. To the extent applicable, the Company and the Guarantors will comply with TIA §314(d), relating to the release of liens 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 expert selected by the ABL Agent on Company. Notwithstanding anything to the contrary in this paragraph, the Company will not be required to comply with all or substantially all any portion of TIA §314(d) if it determines, in good faith based on advice of counsel, that under the terms of TIA §314(d) and/or any interpretation or guidance as to the meaning thereof of the ABL Collateral (other than in connection with SEC, including “no action” letters or exemptive orders, all or any portion of TIA §314(d) is inapplicable to one or a foreclosure upon or other exercise series of rights and remedies by the ABL Agent with respect to such ABL released Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction With respect to any release of Collateral, except as otherwise provided in the Third Lien Intercreditor Agreement, upon receipt of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Agreement Indenture and the Collateral Documents, if any, Agreements to such release have been met met, and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerCompany or the Guarantors, as the case may be, the Administrative Noteholder Collateral Agent shall, or shall cause at the Collateral AgentCompany’s sole cost and expense, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Documents or Agreements, including the Third Lien Intercreditor AgreementsAgreement. Neither the Administrative Agent Trustee nor the Noteholder Collateral Agent shall be liable for any such release executed undertaken in accordance with reliance upon any such Officers’ Certificate or Opinion of Counsel, and the Trustee and the 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 or termination, unless and until (i) it receives such Officers’ Certificate and Opinion of Counsel or (ii) the Third Lien Intercreditor Agreement expressly provides for automatic release of Collateral under this Indenture. (d) For the purposes of the TIA or otherwise under this Indenture, the release of any Collateral from the terms hereofof 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, or the Collateral Agreements.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 Section 12.02 hereof, Collateral may be released from the Lien and security interest created by the Collateral Security Documents at any time or from time to time in accordance with the provisions of the Collateral Security Documents, the Intercreditor Agreements Agreement or as provided hereby. The Borrower Issuer and the Guarantors shall will be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term LoansNotes, and the Collateral Agent Trustee (subject to its receipt of an Officer Certificate and Opinion of Counsel as provided below) shall release, or instruct the Notes Noteholder Collateral Agent to release, as applicable, the same from such Liens at the BorrowerIssuer’s sole cost and expense, under one or more of the following circumstances: (i) to To enable the Borrower Issuer or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereof6.11; (ii) in In the case of a Guarantor that is released from its Guaranty Guarantee with respect to all of the ObligationsNotes, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant Pursuant to an amendment or waiver in accordance with Article X hereofEleven of this Indenture; (iv) Pursuant to the terms of the Intercreditor Agreement; or (v) if all of If the Term Loans Notes have been satisfied and discharged or defeased pursuant to Article X hereofSection 10.01 or Section 10.02; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty and the Collateral Documents with respect theretoprovided, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, case of any release in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent whole pursuant to clauses (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collaterali), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate and (iii) above, all amounts owing at such time to the Collateral Agent Trustee under this Indenture, the Notes, the Note Guarantees, the Security Documents and the Intercreditor Agreement have been paid. Upon receipt of an Officers’ Certificate and an Opinion of Counsel certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement Indenture and the Collateral DocumentsSecurity Documents (and TIA § 314(d)), if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerIssuer, the Administrative Agent Trustee shall, or shall cause the Noteholder Collateral Agent, to execute, deliver or acknowledge (at the BorrowerIssuer’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Security Documents or the Intercreditor AgreementsAgreement. Neither the Administrative Agent Trustee nor the Noteholder Collateral Agent shall be liable for any such release executed undertaken in accordance good faith in reliance upon any such Officer Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Security Document to the contrary, the Trustee and 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 or termination, unless and until it receives such Officer Certificate and Opinion of Counsel. Notwithstanding any provision to the contrary herein, upon the request of the Issuer accompanied by an Officers’ Certificate and Opinion of Counsel (that each action is in compliance with the terms hereofof this Indenture, Intercreditor Agreement and the Security Documents) the Trustee shall instruct the Noteholder Collateral Agent to execute and deliver UCC financing statement amendments or releases (which shall be in form and substance reasonably satisfactory to the Noteholder Collateral Agent and prepared by the Issuer or such Grantor) solely to the extent necessary to delete property or assets not required to be subject to a Lien under the Security Documents from the description of assets in any previously filed financing statements. If requested in writing by the Issuer or any Grantor, the Trustee shall instruct the Noteholder Collateral Agent to execute and deliver such documents, instruments or statements (which shall be prepared in form and substance reasonably satisfactory to the Noteholder Collateral Agent and by the Issuer or such Grantor) and to take such other action as the Issuer may reasonably request to evidence or confirm that such property or assets not required to be subject to a Lien under the Security Documents described in the immediately preceding sentence has been released from the Liens of each of the Security Documents. The Noteholder Collateral Agent shall execute and deliver such documents, instruments and statements and shall take all such actions promptly upon receipt of such instructions from the Issuer, any Grantor or the Trustee.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral may be released from the Lien lien and security interest created by the Collateral Security Documents to secure the Notes Obligations at any time or from time to time in accordance with the provisions of the Collateral Documents, the First Lien Intercreditor Agreements Agreement or as provided herebyhereby or in the Security Documents. The Borrower and the Guarantors shall be entitled to a release of property and other applicable assets included in the Collateral shall be automatically released from the Liens liens securing the Term Loans, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, Offered Securities under any one or more of the following circumstances: (i) in respect of the property and assets of a Notes Guarantor, upon the consummation of any transaction permitted by this Indenture as a result of which such Notes Guarantor ceases to be a Subsidiary of the Issuers or otherwise ceases to be a Pledgor under the Security Documents, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to such Guarantor; (ii) to enable the Borrower Issuers or any Notes Guarantor to sell, exchange consummate the disposition of such property or otherwise dispose of any of the Collateral assets to a Person that is not an Issuer or a Notes Guarantor to the extent not prohibited under Section 7.05 hereofthis Indenture; (iiiii) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of such a Notes Guarantor; (iii) to the extent property is subject to a lease, upon termination the designation of the leasesuch Notes Guarantor to be an Unrestricted Subsidiary or an Excluded Subsidiary; (iv) pursuant to in respect of the property or assets of an amendment Issuer, upon the release or waiver discharge of such Issuer’s Notes Obligations in accordance with Article X hereofthis Indenture; (v) if all in respect of the Term Loans have been satisfied property and discharged pursuant to Article X hereof; orassets of a Notes Guarantor, upon the release or discharge of the Offered Securities Guarantee of such Notes Guarantor in accordance with this Indenture; (vi) in respect of any property and assets that are or become Excluded Securities or Excluded Property (each as defined in the First Lien Credit Agreement as in effect on the Issue Date) pursuant to a transaction not prohibited under this Indenture; (vii) in respect of the property and assets of a Notes Guarantor, upon payment the release or discharge of the pledge granted by such Notes Guarantor to secure the First Lien Credit Agreement Obligations or any other Indebtedness the guarantee in respect of which resulted in the obligation to become a Notes Guarantor with respect to the Offered Securities; and (viii) upon any sale or other transfer by the Issuers or any Notes Guarantor of any Collateral that is permitted under this Indenture to any Person that is not an Issuer or a Notes Guarantor (including in connection with a condemnation or casualty event), or upon the effectiveness of any written consent to the release of the security interest granted by the Security Documents in any Collateral pursuant to this Indenture. In addition, the security interests granted pursuant to the Security Documents securing the Notes Obligations with respect to the Offered Securities shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors as of the date upon which (i) all Notes Obligations and this Indenture (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds or (ii) a legal defeasance or covenant defeasance or discharge under Article XV of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty 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 interest are paidIndenture has occurred. (b) Subject Notwithstanding anything herein to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unlesscontrary, at the any time of such release of such first-priority liens, when an Event of Default shall have has occurred and be is continuing under this Agreement). Notwithstanding and the existence maturity of an Event the Offered Securities has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically acceleration to the extent the first-priority liens on the ABL First Lien Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral)Agent, no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence provisions of this clause (b) but for Indenture or the occurrence and continuation Security Documents will be effective as against the Holders of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to existthe Offered Securities, except as otherwise provided in the First Lien Intercreditor Agreement. (c) Upon satisfaction To the extent necessary and for so long as required for any Subsidiary of all conditions precedent the Issuers not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under this Agreement the Securities Act to file separate financial statements with the Commission (or any other governmental agency), the Capital Stock of such Subsidiary of the Issuers shall not be included in the Collateral with respect to the Offered Securities so affected and shall not be subject to the liens securing the Offered Securities and the Collateral Documents, if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Administrative Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Collateral Documents or the Intercreditor Agreements. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release executed Notes Obligations in accordance with and only to the terms hereofextent provided in the Security Documents.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral 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, the Intercreditor Agreements or as provided hereby. The Borrower Issuer and the Guarantors shall be entitled to a the release of the following property and other assets included in the constituting Collateral from the Liens securing the Term Loans, Notes and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, Note Guarantees under any one or more of the following circumstances: (i) to enable the Borrower or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereof; (ii1) in the case of a Guarantor that is released from its Guaranty with respect Note Guarantee pursuant to all of the Obligationsterms hereof, the release of the property and assets of such Guarantor; (iii2) to the extent property is subject to a lease, upon termination concurrently with any release of the leasesuch Collateral under both Credit Agreements and all other then outstanding Permitted Parity Indebtedness; (iv3) pursuant any Collateral that is sold (other than any such sale to an amendment or waiver another grantor of Collateral) in accordance with Article X hereofa transaction permitted by the Credit Agreements; (v4) if all as described under the second paragraph of the Term Loans have been satisfied and discharged pursuant to Article X hereofSection 8.02; or (vi5) upon (i) payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans Notes and all other Obligations related thereto under this AgreementIndenture, the Guaranty Note Guarantees and the Collateral Security Documents with respect thereto, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest interest, are paidpaid or (ii) a legal defeasance or covenant defeasance hereunder made in accordance with Section 9.04 or a discharge of this Indenture pursuant to Section 9.01. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence Upon receipt of an Event Officers’ Certificate and an Opinion of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent Counsel certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent hereunder and under this Agreement the Security Documents (and the Collateral DocumentsTIA Section 314(d)), if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerIssuer, the Administrative Agent Trustee shall, to the extent it may do so under the applicable Security Documents, or shall cause the Collateral AgentAgent to, to execute, deliver or acknowledge (at the BorrowerIssuer’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Documents or the Intercreditor AgreementsSecurity Documents. Neither the Administrative Agent Trustee nor the Collateral Agent shall be liable for any such release executed undertaken in accordance with good faith in reliance upon any such Officers’ Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Security Document to the terms hereofcontrary, the Trustee and 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 Officers’ Certificate and Opinion of Counsel.

Release of Collateral. (a) Subject to Sections 12.03(b12.3(b) and 12.04 (c) hereof, Collateral 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, the Intercreditor Agreements or as provided hereby. The Borrower and the Guarantors shall be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term LoansNotes will be automatically released, and the Collateral Agent 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 releaseexecute, as applicable, the same from such Liens at the Borrower’s Issuers’ sole cost and expense, under one or more of the following circumstances: (i) to enable the Borrower or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereof;in whole upon: (iiA) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest (including Additional Amounts, if any) on, all of the Term Loans Notes and all other Obligations related thereto under this AgreementIndenture, the Guaranty 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 interest interest, are paid; (B) satisfaction and discharge of this Indenture as set forth under Article XI; or (C) a Legal Defeasance or Covenant Defeasance of this Indenture as set forth under Article 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 Obligations then secured by that asset are released, or (III) in connection with the taking of an enforcement action by the First Priority Designated Agent in respect of the First Priority Obligations in accordance with the Bank Intercreditor Agreement, (B) that is owned or at any time acquired by a Guarantor that has been released from its Note Guarantee, concurrently with the release of such Note Guarantee, (C) that becomes Excluded Property, or (D) that is otherwise released in accordance with the applicable provisions of the Collateral Documents and the Bank Intercreditor Agreement, but subject to any restrictions thereon set forth in this Indenture or the Bank Intercreditor Agreement; provided that, on the date of Discharge of Senior Lender Claims, the Second Priority Liens on the Collateral will not be released, except to the extent that such Collateral or any portion thereof was disposed of in compliance with the terms of the Bank Intercreditor Agreement in order to repay First Priority Obligations secured by such Collateral; provided, further that, in no event shall the Second Priority Liens on the Collateral have priority over any First Priority Liens, whether arising prior to or after the date of incurrence of such First Priority Liens. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with With respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all Collateral, upon receipt of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying and an Opinion of Counsel each stating that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement Indenture and the Collateral DocumentsDocuments and the Bank Intercreditor Agreement, if anyas applicable, to such release have been met and that it is proper for the Trustee or Collateral Agent to execute and deliver the documents requested by the Issuers in connection with such release, and any necessary or proper instruments of termination, satisfaction satisfaction, discharge or release prepared by the BorrowerIssuers, the Administrative Agent Trustee shall, or shall cause the Collateral AgentAgent to, to execute, deliver or acknowledge (at the Borrower’s Issuers’ expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Documents or the Bank Intercreditor AgreementsAgreement. Neither the Administrative Agent Trustee nor the Collateral Agent shall be liable for any such release executed undertaken in accordance with reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the terms hereofBank Intercreditor Agreement to the contrary, the Trustee and the 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) Subject to Sections 12.03(b) and 12.04 hereof, The Collateral 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, the Intercreditor Agreements Documents or as provided hereby. The Borrower Company and the Guarantors shall will be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term LoansNotes and this Indenture, without the consent or direction of any Holder, and the Collateral Agent Trustee (subject to its receipt of an Officers’ Certificate and Opinion of Counsel as provided below) shall release, or instruct the Notes Collateral Agent Trustee to release, as applicable, the same from such Liens at the BorrowerCompany’s request and sole cost and expense, under one or more of the following circumstances: (i1) to enable the Borrower or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereof; (ii) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest on, all of on the Term Loans Notes and all other Obligations related thereto under this Agreement, the Guaranty Indenture and the Collateral other Priority Lien Documents with respect thereto, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest interest, are paid.; (b2) Subject to enable the provisions contained in the Intercreditor AgreementsCompany or any Guarantor to sell, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full exchange or otherwise dispose of any of the ABL Credit Agreement and Collateral to a Person other than the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically Company or a Guarantor to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement Section 10.09 or occurs Article VIII; (3) in connection with the foreclosure of, or other exercise case of remedies with respect to, such ABL Collateral by the ABL Agent (except a Guarantor that is released from its Guarantee with respect to any proceeds of such salethe Notes, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on property and assets of such Guarantor; (4) in the ABL Collateral securing case of a Guarantor which is designated an Unrestricted Subsidiary in accordance Section 10.06, the Term Loans shall be made unless release of the property and assets of such Guarantor; (5) pursuant to an amendment or waiver in accordance with Article IX; (6) if the Notes have been discharged or defeased pursuant to Section 4.01, Section 12.02 or Section 12.03; or (7) if and to the extent required by the provisions of the Intercreditor Agreement. Upon receipt of (i) consent to such release has been given by the requisite percentage or number an Officers’ Certificate and an Opinion of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent Counsel certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement Indenture and the Collateral Documents, if any, other Priority Lien Documents to such release have been met satisfied and (ii) any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerCompany, the Administrative Agent Trustee shall, or shall cause request the Collateral AgentTrustee to, to execute, deliver or acknowledge (at the BorrowerCompany’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Documents or the Intercreditor AgreementsDocuments. Neither the Administrative Agent nor the Collateral Agent The Trustee shall not be liable for any such release executed undertaken in reliance upon any such Officers’ Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document to the contrary, the 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 or termination, unless and until it receives such Officers’ Certificate and Opinion of Counsel. The Collateral Trustee shall not be liable for any such release undertaken in good faith in reliance upon instructions from the Trustee, and the Collateral 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 or termination, unless and until it receives such instructions from the Trustee. Subject to the rights of the holders of Permitted Liens, neither the Company nor any of its Restricted Subsidiaries may take any action, or knowingly or negligently omit to take any action, which action or omission would reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of the Trustee and the Holders. However, any release of Collateral in accordance with the terms hereofprovisions of this Indenture will be deemed not to impair the security under this Indenture and any Person may rely on this provision in delivering a certificate requesting release so long as all other provisions of this Indenture with respect to such release have been complied with.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral may be released from the First 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 DocumentsIntercreditor Agreement, the Intercreditor Agreements or as provided hereby. The Borrower and the Guarantors shall be entitled to a release of property and other assets included security interests in the Collateral from for the Liens securing the Term Loans, and the Collateral Agent shall release, or instruct benefit of the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, under one or more of the following circumstancesshall be released: (i1) 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 Borrower Issuers or any a Guarantor to sell, exchange consummate the disposition of such property or otherwise dispose of any of the Collateral assets to the extent not prohibited under Section 7.05 hereof3.5; (ii4) in the case of property or assets of a Guarantor that is released from its Guaranty Note Guarantee with respect to all of the ObligationsNotes, including pursuant to Section 10.2(b), upon the release of the property and assets Note Guarantee of such Guarantor; (iii5) to the extent property is subject to a lease, upon termination of the lease[reserved]; (iv6) pursuant to an amendment in the circumstances set forth in clauses (2) and (14) of Section 9.1 and or waiver as set forth in the fourth paragraph of Section 9.2; (7) by the Trustee or Collateral Agent, acting on the instructions of the Applicable Representative in accordance with Article X hereof; (v) if all the terms of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or First Lien Intercreditor Agreement (vi) upon payment in full other than releases of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty 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 interest are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral); or (8) upon a Legal Defeasance under Section 8.2 or a Covenant Defeasance under Section 8.3. (b) 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 (other than in connection with a foreclosure upon or other exercise of rights and remedies Agent for the Notes, as applicable, is authorized by the ABL Agent with respect to such ABL Collateral)Trustee and the Holders to, no release and shall, at the request of the second-priority liens 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 ABL security interests in the same manner; provided further, however, that following such release and retaking the security interests in the Collateral securing the Term Loans shall be made unless are not subject to any new hardening period or limitation (i) consent excluding any such hardening period or limitation that existed prior to such release has been given by and retaking) which is not also applicable to the requisite percentage or number Lien granted in favor of the holders new Indebtedness and any such other 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 Lenders at the time outstandingCompany and its Subsidiaries, in accordance with Section 10.01 hereoftaken as a whole, as provided for in this Agreement or the Collateral Documents after giving effect to any transactions related to such release and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to existretaking. (c) [Reserved]. (d) Upon satisfaction of all conditions precedent under this Agreement and the Collateral Documents, if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared certification by the Borrower, the Administrative Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (Issuers and at the Borrower’s expense) such instruments or releases to evidence sole cost and expense of the release Issuers, each of any Collateral permitted to be released pursuant to this Agreement or the Collateral Documents or the Intercreditor Agreements. Neither the Administrative Agent nor Trustee and the Collateral Agent shall be liable for execute all documents reasonably requested of it to effectuate any such release executed in accordance with these provisions, subject to customary protections and indemnifications. The Collateral Agent or the terms hereofTrustee, 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 the 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 an Opinion of Counsel and Officers’ Certificate to that effect delivered by the Issuers.

Release of Collateral. (a) Subject to Sections 12.03(b11.03(b) and 12.04 11.04 hereof, Collateral 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, the Intercreditor Agreements Documents or as provided hereby. The Borrower Issuer and the Guarantors shall be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term LoansNotes, and the Collateral Agent Trustee (subject to its receipt of an Officer’s Certificate and Opinion of Counsel as provided below) shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the BorrowerIssuer’s sole cost and expense, under one or more of the following circumstances: (i) to enable the Borrower Issuer or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral (other than any such disposition to the Issuer or a Guarantor) to the extent not prohibited under Section 7.05 4.10 hereof; (ii) in the case of a Guarantor that is released from its Guaranty Guarantee with respect to all of the ObligationsNotes, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver in accordance with Article X 9 hereof; (viv) if all of the Term Loans Notes have been defeased pursuant to Article 8 hereof or satisfied and discharged pursuant to Article X 12 hereof; or; (viv) upon payment in full of the principal of, together with accrued and unpaid interest (including Additional Interest, if any) on, all of the Term Loans Notes and all other Obligations related thereto under this AgreementIndenture, the Guaranty 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 interest (including Additional Interest, if any) are paid; or (vi) in connection with the taking of an enforcement action by the representative of any First Lien Obligation in accordance with the terms of the Intercreditor Agreement. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full Upon receipt of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent and an Opinion of Counsel certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement Indenture and the Collateral DocumentsDocuments (and Section 314(d) of the Trust Indenture Act), if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release have been prepared by the BorrowerIssuer, the Administrative Agent Trustee shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the BorrowerIssuer’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Documents or the Intercreditor AgreementsDocuments. Neither the Administrative Agent Trustee nor the Collateral Agent shall be liable for any such release executed undertaken in accordance with good faith in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document to the terms hereofcontrary, the Trustee and 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 and Opinion of Counsel.

Release of Collateral. (a) Subject to Sections 12.03(bSection 11.02(b) and 12.04 hereof11.03, the Notes Collateral may be released from the Lien and security interest created by the Collateral Security Documents at any time or from time to time in accordance with the provisions of the Collateral Documents, Security Documents or the Intercreditor Agreements or as provided hereby. The Borrower Issuer and the Guarantors shall will be entitled to a release of property and other assets included in the Notes Collateral from the Liens securing the Term LoansSecurities, and the Collateral Agent Trustee shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the BorrowerIssuer’s sole cost and expense, under one or more of the following circumstances: (i1) to enable the Borrower Issuer or any Guarantor Restricted Subsidiary to sell, exchange or otherwise dispose of any of the Notes Collateral to any Person other than the Issuer or any Restricted Subsidiary (but excluding any transaction subject to Section 5.01 where the recipient is required to become the obligor on the Securities or a Guarantee) to the extent not prohibited under by this Indenture, including Section 7.05 hereof4.06; (ii2) to release Notes Collateral Excess Proceeds that remain unexpended after the conclusion of a Notes Collateral Asset Sale Offer conducted in accordance with this Indenture; (3) in the case of a Guarantor that is released from its Guaranty Guarantee with respect to all of the ObligationsSecurities in accordance with this Indenture, the release of the property and assets of such Guarantor; (iii4) [reserved]; (5) (x) in respect of the ABL Collateral to the extent property is subject any first-priority liens on such ABL Collateral are released by the First Lien Agent in connection with a disposition of ABL Collateral to a lease, upon termination the extent not prohibited under Section 4.06 (except with respect to any proceeds of such disposition that remain after satisfaction in full of the leaseFirst Priority Lien Obligations secured by such ABL Collateral) or (y) in accordance with an Intercreditor Agreement; (iv6) pursuant to an amendment amendment, supplement or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof9; or (vi7) upon payment in full if the Securities have been defeased pursuant to Section 8.01 or if this Indenture is discharged pursuant to Section 8.01. Notwithstanding the existence of the principal of, together with accrued and unpaid interest on, all any Event of the Term Loans and all other Obligations related thereto under this AgreementDefault, the Guaranty 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 interest are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority junior lien on the ABL Collateral securing the Term Loans Securities shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL First Lien Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement Indenture or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL First Lien Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit AgreementFirst Priority Lien Obligations). Notwithstanding Further, to the foregoingextent any lien on the Notes Collateral securing the Securities is junior to any lien thereon securing any Additional Indebtedness Obligations pursuant to a Customary Intercreditor Agreement, in such junior lien shall terminate and be released automatically to the event of a release of extent such first-priority liens are released by the ABL Additional Indebtedness Agent on all or substantially all of the ABL Collateral (other than in connection with a sale, transfer or disposition of such Notes Collateral that is either not prohibited under this Indenture or occurs in connection with the foreclosure upon of, or other exercise of rights and remedies with respect to, such Notes Collateral by the ABL Additional Indebtedness Agent (except with respect to any proceeds of such ABL Collateralsale, transfer or disposition that remain after satisfaction in full of such Additional Indebtedness Obligations), no release . Upon receipt of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Officers’ Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement Indenture and the Collateral Security Documents, if any, to such release have been met and any necessary or proper (as determined by the Issuer) instruments of termination, satisfaction or release have been prepared by the BorrowerIssuer, the Administrative Collateral Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the BorrowerIssuer’s expense) such instruments or releases to evidence the release of any Notes Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Security Documents or the Intercreditor Agreements. Neither . (b) At any time when a Default or Event of Default has occurred and is continuing and the Administrative Agent nor maturity of the Securities has been accelerated (whether by declaration or otherwise) and the Trustee (if not then also appointed and serving as Collateral Agent) has delivered a notice of acceleration to the Collateral Agent shall Agent, no release of Notes Collateral pursuant to the provisions of this Indenture or the Security Documents will be liable for any such release executed effective as against the Holders, except as otherwise provided in accordance with the terms hereofIntercreditor Agreements.

Release of Collateral. (a) Subject to Sections 12.03(bsubsections (b), (c), (d), (e), (f), (g) and 12.04 hereof(h) of this Section 11.03, Collateral 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, the Intercreditor Agreements or as provided hereby. The Borrower and the Guarantors shall be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term Loans, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, under one or more expense of the following circumstances: Issuers (i) to enable the Borrower or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereof; (ii) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vix) upon payment in full of the principal of, together Securities in accordance with accrued the terms thereof and unpaid interest on, all of the Term Loans this Indenture and all other Obligations related thereto of the Issuers and the Subsidiary Guarantors then due and owing under this AgreementIndenture, the Guaranty 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 interest are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement Securities and the Collateral Documents, if any, including any defeasance pursuant to Section 8.01 and (y) the delivery to the Trustee of an Opinion of Counsel 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 to such release contained in this Indenture and the Collateral Documents have been met satisfied. Upon compliance with the above provisions and the provisions of Section 12.04 hereof, the Trustee shall execute, deliver or acknowledge any necessary or proper instruments of or termination, satisfaction or release prepared provided by or on behalf of the Borrower, the Administrative Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases Issuers to evidence the release of any Collateral permitted to be released pursuant to this Agreement 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 Administrative Agent nor 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 from time to time shall, upon written request of the 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 executed such Mortgage to the extent required by such lender or lenders in accordance with instructions set forth in such Officer'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 hereofof 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, furnished by counsel licensed to practice in the state in which the Transferred Property is located, addressed to the Issuers, the transferring Subsidiary Guarantor, and the 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 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 Section 11.03(b)(3). 2.12 The exhibits to 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 regulations of the jurisdiction in which the applicable resort is located.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, The Holders agree that the relevant Collateral may shall be released from the Lien and security interest created by the Collateral Documents Agent (and if required, subsequently retaken) at any time or from time the appropriate stages as specified in the Security Memorandum. The Holders also agree that in the event that Greek registration duties are found to time be payable in accordance with the provisions respect of the Greek security documents marked with an asterisk in Schedule 1 of the Security Memorandum then such Collateral Documentsshall be released. For the avoidance of doubt, in no event shall the share pledges be released in respect of the shares of ▇▇▇▇ GAC, the Intercreditor Agreements or as provided hereby. The Borrower and the Guarantors shall be entitled to Target and, upon completion of a release of property and other assets included in the Collateral from the Liens securing the Term Loans, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicableMerger, the same from such Liens at the Borrower’s sole cost and expense, under one or more of the following circumstances: (i) to enable the Borrower or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereof; (ii) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty 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 interest are paidSurviving Entity. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the At any time of such release of such first-priority liens, an when a Default or Event of Default shall have has occurred and be is continuing under this Agreement). Notwithstanding and the existence maturity of an Event the Notes has been accelerated (whether by declaration or otherwise) and the Agent shall deliver a notice of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically acceleration to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure and upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral)receipt thereof, no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence provisions of this clause (b) but for the occurrence and continuation of an Event of Default shall Intercreditor Agreement or any Security Document will be released when such Event of Default and all other Events of Default under this Agreement cease to existeffective as against the Holders. (c) Upon satisfaction of all conditions precedent under this Agreement and the Collateral Documents, if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Administrative Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the The release of any Collateral permitted from the terms of this Facility Agreement, any of the other Finance Documents and any Security Document will not be deemed to be impair the security under this Facility Agreement and the other Finance Documents in contravention of the provisions hereof or thereof if and to the extent any Collateral is released pursuant to the terms of the Intercreditor Agreement. (d) Upon the payment in full of all obligations of the Company and the Guarantors under this Agreement Facility Agreement, the Notes and any other Finance Document, the Agent will, at the request of the Company or the Collateral Documents or the Intercreditor Agreements. Neither the Administrative Agent nor Guarantors, promptly deliver a certificate to the Collateral Agent shall be liable for any stating that such obligations have been paid in full, and promptly instruct the Collateral Agent to release executed in accordance with the terms hereofLiens pursuant to this Facility Agreement and the Security Documents.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral may be released from the Lien and security interest created by the Collateral Documents at any time or and from time to time in accordance with the provisions of the Collateral Documents, the Intercreditor Agreements or as provided herebyand this Indenture. The Borrower Notwithstanding anything to the contrary in the Collateral Documents, the Intercreditor Agreements and this Indenture, the Company and the Note Guarantors shall will be entitled to a the release of property and other assets included in the constituting Collateral from the Liens securing the Term Loans, Notes and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, Obligations under any one or more of the following circumstances: (i) to enable the Borrower Company and/or one or any Guarantor more Note Guarantors to sellconsummate the sale, exchange transfer or otherwise dispose other disposition (including by the termination of any capital leases or the repossession of the Collateral leased property in a capital lease by the lessor) of such property or assets (to a Person that is not the Company or a Subsidiary of the Company) to the extent not prohibited under permitted by Section 7.05 hereof4.13; (ii) in the case of a Note Guarantor that is released from its Guaranty Guarantee with respect to all the Notes pursuant to the terms of the Obligationsthis Indenture, the release of the property and assets of such Guarantor; (iii) with respect to the extent property any Collateral that is subject to a lease, or becomes an “Excluded Asset,” upon termination of the leaseit becoming an Excluded Asset; (iv) pursuant to an amendment 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 waiver in accordance with Article X hereofas a result of, payment of the Credit Facility Obligations), upon the release of such Liens; (v) if all in connection with any enforcement action taken by the Controlling Collateral Agent or the Priority Debt Agent, as applicable, in accordance with the terms of the Term Loans have been satisfied and discharged pursuant to Article X hereofPari Passu Intercreditor Agreement, the ABL Intercreditor Agreement or the Collateral Documents; or (vi) as described under Article 10 hereof. (b) The Liens on the Collateral securing the Notes and the Note Guarantees also will be released: (i) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans Notes and all other Notes Obligations related thereto under this AgreementIndenture, the Guaranty 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 interest interest, are paid., (bii) Subject upon a discharge of this Indenture as described under Article 3 hereof, or (iii) pursuant to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of DefaultDocuments, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Pari Passu Intercreditor Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to existIntercreditor Agreement. (c) Upon satisfaction With respect to any release of Collateral, upon receipt of an Officer’s Certificate stating that all conditions precedent under this Agreement Indenture, the Collateral Documents and the Collateral DocumentsIntercreditor Agreements, if anyas applicable, to such release have been met and that it is permitted for the Trustee and/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 termination, satisfaction or release prepared by the BorrowerCompany, the Administrative Trustee and the Notes Collateral Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the BorrowerCompany’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement 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 Administrative Agent Trustee nor the Notes Collateral Agent shall be liable for any such release executed undertaken in accordance with reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in any Collateral Document or in the terms hereofIntercreditor 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, upon which it shall be entitled to conclusively rely.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 Section 12.02 hereof, Collateral may be released from the Lien and security interest created by the Collateral Security Documents at any time or from time to time in accordance with the provisions of the Collateral Security Documents, the Intercreditor Agreements Agreement or as provided hereby. The Borrower Issuer and the Guarantors shall will be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term LoansNotes, and the Collateral Agent Trustee (subject to its receipt of an Officer Certificate and Opinion of Counsel as provided below) shall release, or instruct the Notes Noteholder Collateral Agent to release, as applicable, the same from such Liens at the BorrowerIssuer’s sole cost and expense, under one or more of the following circumstances: (i) to To enable the Borrower Issuer or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereof6.11; (ii) in In the case of a Guarantor that is released from its Guaranty Guarantee with respect to all of the ObligationsNotes, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant Pursuant to an amendment or waiver in accordance with Article X hereofNine of this Indenture; (iv) Pursuant to the terms of the Intercreditor Agreement; or (v) if all of If the Term Loans Notes have been satisfied and discharged or defeased pursuant to Article X hereofSection 10.01 or Section 10.02; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty and the Collateral Documents with respect theretoprovided, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, case of any release in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent whole pursuant to clauses (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collaterali), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate and (iii) above, all amounts owing at such time to the Collateral Agent Trustee under this Indenture, the Notes, the Notes Guarantees, the Security Documents and the Intercreditor Agreement have been paid. Upon receipt of an Officers’ Certificate and an Opinion of Counsel certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement the Indenture and the Collateral DocumentsSecurity Documents (and TIA Section 314(d) (if this Indenture is qualified under the TIA)), if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerIssuer, the Administrative Agent Trustee shall, or shall cause the Noteholder Collateral Agent, to execute, deliver or acknowledge (at the BorrowerIssuer’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Security Documents or the Intercreditor AgreementsAgreement. Neither the Administrative Agent Trustee nor the Noteholder Collateral Agent shall be liable for any such release executed undertaken in accordance good faith in reliance upon any such Officer Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Security Document to the contrary, the Trustee and 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 or termination, unless and until it receives such Officer Certificate and Opinion of Counsel. Notwithstanding any provision to the contrary herein, upon the request of the Issuer accompanied by an Officers’ Certificate and Opinion of Counsel (that each action is in compliance with the terms hereofof this Indenture, Intercreditor Agreement and the Security Documents) the Trustee shall instruct the Noteholder Collateral Agent to execute and deliver UCC financing statement amendments or releases (which shall be in form and substance reasonably satisfactory to the Noteholder Collateral Agent and prepared by the Issuer or such Grantor) solely to the extent necessary to delete property or assets not required to be subject to a Lien under the Security Documents from the description of assets in any previously filed financing statements. If requested in writing by the Issuer or any Grantor, the Trustee shall instruct the Noteholder Collateral Agent to execute and deliver such documents, instruments or statements (which shall be prepared in form and substance reasonably satisfactory to the Noteholder Collateral Agent and by the Issuer or such Grantor) and to take such other action as the Issuer may reasonably request to evidence or confirm that such property or assets not required to be subject to a Lien under the Security Documents described in the immediately preceding sentence has been released from the Liens of each of the Security Documents. The Noteholder Collateral Agent shall execute and deliver such documents, instruments and statements and shall take all such actions promptly upon receipt of such instructions from the Issuer, any Grantor or the Trustee.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, The Collateral may be released from the Lien and security interest created by Agent’s Liens upon the Collateral Documents at will no longer secure the Securities and Guarantees thereof outstanding under this Indenture or any time or from time other Indenture Obligations under this Indenture, and the right of the Holders and such Indenture Obligations to time in accordance with the provisions benefits and proceeds of the Collateral Documents, the Intercreditor Agreements or as provided hereby. The Borrower and the Guarantors shall be entitled to a release of property and other assets included in Agent’s Liens on the Collateral from will terminate and be automatically discharged without further action by the Liens securing the Term LoansTrustee, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, under one or more of the following circumstancesany other Person: (i) in part, as to enable the Borrower all property subject to such Liens which has been taken by eminent domain, condemnation or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereofother similar circumstances; (ii) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligationswhole, the release of the property and assets of such Guarantor;upon: (iii1) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest onand premium, all if any, on the Securities; or (2) satisfaction and discharge of this Indenture as set forth in Article Twelve hereof; or (3) legal defeasance or covenant defeasance of this Indenture as set forth in Article Four hereof; Upon request of the Term Loans and all other Obligations related thereto Issuer in connection with a proposed release under this AgreementSection 14.04(a)(ii), the Guaranty Trustee and Collateral Agent, shall provide a payoff letter (with customary lien release provisions) in customary form to the Issuer (and the Collateral Documents with respect theretoGuarantors); provided that nothing contained in this paragraph shall, that are due and payable at or prior shall be interpreted to, limit the requirements of Section 14.04(b) below as to the time such principal, together with accrued and unpaid interest are paid.any release of Collateral; (biii) Subject in part, as to the provisions contained in the Intercreditor Agreementsany property that (A) is sold, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full transferred or otherwise disposed of the ABL Credit Agreement and the release by the ABL Agent Issuer or one of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released its Restricted Subsidiaries in a transaction not prohibited by the ABL Agent (unlessthis Indenture, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition disposition, to the extent of ABL Collateral the interest sold, transferred or disposed of or (B) is owned or at any time acquired by a Guarantor that is either not prohibited under this Agreement or occurs in connection has been released from its Guarantee of the Securities, concurrently with the foreclosure ofrelease of such Guarantee (including without limitation any release pursuant to Section 10.13(c)); (iv) in part, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect as to any proceeds Excess Proceeds remaining after the consummation of such salean Asset Sale Offer; (v) in whole or in part, transfer or disposition as to any property that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on constitutes all or substantially all of the ABL Collateral securing the Indenture Obligations, with the consent of the holders of 75% in aggregate principal amount of the Securities (other than including, without limitation, consents obtained in connection with a foreclosure upon tender offer or other exercise of rights and remedies by the ABL Agent with respect exchange offer for, or purchase of, notes); or (vi) in part, as to such ABL Collateral), no release any property that constitutes less than substantially all of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) Indenture Obligations, with the consent to such release has been given by the requisite percentage or number of the holders of a majority in aggregate principal amount of the Lenders at Securities (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, notes). (a) To the time outstandingextent applicable, in accordance with Section 10.01 hereofthe Issuer and each Guarantor will furnish to the Trustee, as prior to each proposed release of Collateral pursuant to the Collateral Documents and this Indenture: (vii) an Officers’ Certificate requesting such release; (viii) an Officers’ Certificate and an Opinion of Counsel (upon which the Collateral Agent may conclusively rely) to the effect that all conditions precedent provided for in this Agreement or Indenture and the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement and the Collateral Documents, if any, to such release have been met complied with; and (ix) a form of such release (which release shall be in form reasonably satisfactory to the Trustee and any necessary shall provide that the requested release is without recourse or proper instruments of termination, satisfaction or release prepared warranty to the Trustee). Upon compliance by the BorrowerIssuer or the Guarantors, as the case may be, with the conditions precedent set forth above, and upon delivery by the Issuer or such Guarantor to the Trustee of an Opinion of Counsel to the effect that such conditions precedent have been complied with, the Administrative Agent shall, or shall cause Trustee and the Collateral Agent, to executeas applicable, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release of any Collateral permitted shall promptly cause to be released pursuant and reconveyed to this Agreement the Issuer, or the Collateral Documents or Guarantors, as the Intercreditor Agreements. Neither case may be, the Administrative Agent nor the Collateral Agent shall be liable for any such release executed in accordance with the terms hereofreleased Collateral.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral may be released from the Lien Liens and security interest interests created by the Collateral Security Documents at any time or and from time to time in accordance with the provisions of the Collateral Security Documents, any Applicable Intercreditor Arrangement and this Indenture. Notwithstanding anything to the contrary in the Security Documents, any Applicable Intercreditor Agreements or as provided hereby. The Borrower Arrangement and this Indenture, the Guarantors applicable property and assets shall be entitled to a release of property and other assets included in the Collateral automatically released from the Liens securing the Term Loans, Notes and Note Guarantees without the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, need for any further action by any Person under any one or more of the following circumstances: (i1) subject to Section 4.18, to enable the Borrower Issuer or any Note Guarantor to sellconsummate any sale, exchange transfer or otherwise dispose other disposition of such Collateral to any of Person other than the Collateral Issuer or a Note Guarantor, to the extent such sale, transfer or other disposition is not prohibited under Section 7.05 hereof4.12; (ii2) in the case of a Note Guarantor that is released from its Guaranty Note Guarantee, with respect to all the property and other assets of the Obligationssuch Note Guarantor, upon the release of such Note Guarantor from its Note Guarantee (it being understood that in the property and assets case of such Guarantorthe Seadrift Guarantee Release, the outstanding Equity Interests in Seadrift held by Holdings or any of its Subsidiaries (other than Subsidiaries of Seadrift) shall continue to be pledged hereunder); (iii3) with respect to the extent property Collateral that is subject to a leaseCapital Stock, upon termination the dissolution or liquidation of the leaseissuer of that Capital Stock that is not prohibited by this Indenture; (iv4) pursuant with respect to any Collateral that becomes an amendment or waiver “Excluded Asset,” upon it becoming an Excluded Asset; (5) in accordance with Article X hereofSection 4.10(b); (v6) if all [reserved]; (7) in connection with any enforcement action taken in accordance with the terms of the Term Loans have been satisfied and discharged pursuant to Article X hereofany Applicable Intercreditor Arrangement; or (vi8) as described under Article 9. (b) The Liens on the Collateral securing the Notes and the related Note Guarantees also shall automatically and without the need for any further action by any Person be terminated and released: (1) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans Notes and all other Obligations related thereto in respect of the Notes under this AgreementIndenture, the Guaranty related Note Guarantees and the Collateral Security Documents with respect thereto, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest are paid.interest; (b2) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with upon a sale, transfer Legal Defeasance or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except Covenant Defeasance with respect to any proceeds the Notes under this Indenture as described under Sections 8.02 and 8.03, respectively, or a satisfaction and discharge of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent this Indenture with respect to such ABL Collateral), no release of the second-priority liens on Notes as described under Section 11.01; or (3) pursuant to any Applicable Intercreditor Arrangement and the ABL Collateral securing Security Documents with respect to the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstandingNotes, in accordance with Section 10.01 hereofeach case, as provided for in this Agreement other than any Contingent Obligations (including contingent indemnity obligations not yet due or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to existpayable). (c) Upon satisfaction In addition, any Lien of the Notes Collateral Agent on any Collateral may be subordinated to the holder of any Lien on such Collateral that is created, incurred or assumed pursuant to clauses (1), (4), (5), (6) (solely to the extent such Lien relates to Indebtedness incurred under Section 4.06(b)(4)), (11)(c), (12), (14) (other than any Lien on the Equity Interests of any Subsidiary Guarantor), (17), (19), (20), (22), (23), (25), (26) (to the extent the relevant Lien covers cash collateral posted to secure the relevant obligation), (29), (31), (32), (33), (35), (37), (42) and/or (44) of the definition of “Permitted Liens” to the extent required by the terms of the Obligations secured by such Liens. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate stating that all conditions precedent under this Agreement Indenture and the Collateral DocumentsSecurity Documents and any Applicable Intercreditor Arrangement, if anyas 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 Holdings in connection with such release and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerIssuer, the Administrative Trustee and the Notes Collateral Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s Holdings’ expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Security Documents or any Applicable Intercreditor Arrangement 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 Administrative Agent Trustee nor the Notes Collateral Agent shall be liable for any such release executed undertaken in accordance with reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in any Security Document or in any Applicable Intercreditor Arrangement 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. Each Holder, by accepting a Note, consents and agrees to the terms hereofof this Section 12.02, and authorizes and directs the Trustee and the Notes Collateral Agent to execute (at Holdings’ expense) any documents that are necessary or convenient to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Security Documents or any Applicable Intercreditor Arrangement.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral 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 DocumentsHoldings, the Intercreditor Agreements or as provided hereby. The Borrower Issuer and the Guarantors shall will be entitled to a release the releases of property and other assets included in the Collateral from the Liens securing the Term LoansNotes, and pursuant to the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicableDocuments, the same from such Liens at the Borrower’s sole cost and expensewill automatically be released, under any one or more of the following circumstances: (i1) to enable the Borrower sale or any Guarantor other disposition of such property or assets, including Capital Stock (other than to sellthe Issuer or a Guarantor), exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 4.10 hereof; (ii2) in the case of a Guarantor that is released from its Guaranty with respect to all of the ObligationsNote Guarantee, the release of the property and assets of such Guarantor; (iii3) to the extent such Collateral is comprised of property is subject leased to the Issuer or a leaseGuarantor, upon termination or expiration of the such lease; (iv4) pursuant with respect to an amendment Collateral that is Capital Stock, upon the dissolution or waiver in accordance with Article X hereofliquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (v5) if all 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 Term Loans have been satisfied and discharged pursuant to Article X hereofNotes; provided that such Collateral shall be reinstated upon the Reversion Date; or (vi7) 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, all of the Term Loans Notes and all other Obligations related thereto obligations (other than contingent indemnity obligations not then due and payable) under this AgreementIndenture, the Guaranty 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 interest are 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. (bd) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with With respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all Collateral, upon receipt of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying and an Opinion of Counsel each stating that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement Indenture and the Collateral DocumentsDocuments and the Intercreditor Agreements, if anyas 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 satisfaction, discharge or release prepared by the BorrowerIssuer, the Administrative Agent Trustee shall, or shall cause the Notes Collateral AgentAgent to, to execute, deliver or acknowledge (at the BorrowerIssuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Administrative Agent Trustee nor the Notes Collateral Agent shall be liable for any such release executed undertaken in accordance with reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the terms hereofIntercreditor 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) Subject to Sections 12.03(bsubsections (b), (c) and 12.04 hereof(d) of this Section 10.02, Collateral may be released from the Lien and security interest created by the Collateral Security Documents at any time or from time to time in accordance with the provisions of the Collateral Documents, Security Documents (without the Intercreditor Agreements consent of the Trustee or as provided hereby. The Borrower and the Guarantors shall be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term Loans, and the Collateral Agent shall release, Agent) or instruct the Notes Collateral Agent to release, (except as applicable, the same from such Liens at the Borrower’s sole cost and expense, specified in clause (2) below) any Holders) under one or more of the following circumstances: (i1) if any Subsidiary that is a Guarantor is released from its Note Guarantee pursuant to enable the Borrower or any Guarantor to sellterms of this Indenture, exchange or otherwise dispose that Subsidiary’s assets will also be released from the Liens securing the Notes; (2) with consent of any Holders of a majority of the outstanding Notes; (3) if required in accordance with the terms of the Intercreditor Agreement; (4) if such Collateral becomes Excluded Assets; (5) all of the Collateral, if the Issuers exercise their Legal Defeasance option or Covenant Defeasance option pursuant to the extent not prohibited under Section 7.05 Sections 8.01, 8.02 and 8.03 hereof; (ii6) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a leaseCollateral, upon termination satisfaction and discharge of the lease; (iv) this Indenture pursuant to an amendment Section 12.01 hereof or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with and premium and accrued and unpaid interest on, all of the Term Loans Notes and all other Obligations related thereto that are then due and payable; and (7) to enable the Issuers and Guarantors to consummate asset sales and dispositions permitted or not prohibited under this AgreementSection 4.10; provided, the Guaranty and the Collateral Documents with respect theretohowever, that are due and payable at such Liens will not be released if such sale or prior disposition is to the time such principal, together with accrued and unpaid interest are paida Restricted Subsidiary or is subject to Section 5.01. (b) Subject The release of all or any portion of the Collateral from the Lien under the Collateral Documents pursuant to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force terms hereof and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement Collateral Documents will not be deemed to impair the security interest under this Indenture in contravention of the provisions hereof. To the extent applicable, the Issuers and the Guarantors shall cause Trust Indenture Act Section 314(d) relating to the release of property from the Lien under the Collateral Documents to be complied with. Any certificate or opinion required by the ABL Agent Trust Indenture Act Section 314(d) may be made by an Officer of the first-priority liens on the ABL CollateralIssuers, except in cases in which Trust Indenture Act Section 314(d) requires that such certificate or opinion be made by an independent Person. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under It is expressly understood that this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically Section 10.02 relates only to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding TIA and shall not restrict or otherwise affect the foregoing, in Issuers’ or the event of Guarantors’ rights or abilities to obtain a release of liens by the ABL Agent on all or substantially all Collateral pursuant to the terms of the ABL Collateral (other than in connection with a foreclosure upon Documents or other exercise of rights and remedies by the ABL Agent with respect to as otherwise permitted hereunder. A Person is “independent” if such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless Person (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstandingis in fact independent, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) does not have any direct financial interest or any material indirect financial interest in the Borrower has delivered Issuers or in any Affiliate of the Issuers and (iii) is not an Officer’s Certificate officer, employee, promoter, underwriter, trustee, partner or director or person performing similar functions to any of the foregoing for the Issuers. The Trustee and the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when entitled to receive and rely upon a certificate provided by any such Event of Default and all other Events of Default under this Agreement cease to existPerson confirming that such Person is independent within the foregoing definition. (c) Upon satisfaction Following the registration of all conditions precedent under this Agreement the Initial Notes pursuant to the Registration Rights Agreement, the Issuers will comply with the provisions of TIA Section 314 to the extent applicable. 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 or relating to the substitution therefore of any property or securities to be subjected to the Lien created by 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 a nationally recognized independent engineer, appraiser or other expert selected by the Issuers. Notwithstanding anything to the contrary in this Section 10.02, the Issuers shall not be required to comply with all or any portion of TIA Section 314(d) if anyit determines, in good faith based on advice of counsel, that under the terms of TIA Section 314(d) and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of TIA Section 314(d) is inapplicable to released Collateral. (d) So long as such transaction would not violate this Indenture, the Issuers and the Guarantors may, to the extent permitted by applicable law, without any release or consent by the Trustee, the Collateral Agent or any Holder, conduct ordinary course activities with respect to the Collateral, including: · selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Lien of the Security Documents that has become worn out, defective, obsolete or not used or useful in the business; · abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of the Indenture or any of the Security Documents; · surrendering or modifying any franchise, license, or permit subject to the Lien of the Security Documents that it may own or under which it may be operating; · altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; · granting a license of any intellectual property; · selling, transferring or otherwise disposing of inventory in the ordinary course of business; and · abandoning any intellectual property that is no longer used or useful in the Issuers’ business. (e) Notwithstanding anything to the contrary contained herein, at any time the Trustee or Collateral Agent is requested to acknowledge or execute a release of Collateral, the Trustee and/or the Collateral Agent shall be entitled to receive an Officers’ Certificate that all conditions precedent in the Note Documents to such release have been met complied with. The Trustee and Collateral Agent may, to the extent permitted by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance with the foregoing provisions the appropriate statements contained in such documents. Upon receipt of such documents the Collateral Agent shall (i) execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Administrative Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases reasonably requested of it to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Security Documents and (ii) to the extent applicable to such assets, take all action that is necessary or reasonably requested by the Intercreditor Agreements. Neither Issuers (in each case at the Administrative Agent nor expense of the Issuers) to release and reconvey to the Issuers and the Guarantors without recourse such asset, and deliver such asset in its possession to the Issuers and the Guarantors. (f) In the event that an Issuer or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral Agent shall that may be liable for any sold, exchanged or otherwise disposed of by such release executed Issuer or Guarantor in accordance with the terms hereofof this Indenture, and such Issuer or Guarantor requests the Trustee and/or the Collateral Agent to furnish a written disclaimer, release or quit-claim of any interest in such property under this Indenture and the Security Documents, the Collateral Agent and the Trustee, as applicable, shall execute, acknowledge and deliver to such Issuer or Guarantor (in proper form) such an instrument promptly after satisfaction of the conditions set forth herein for delivery of any such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released herefrom shall be entitled to rely upon any release executed by the Trustee and/or the Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described from the Liens of this Indenture and the Security Documents. (g) No purchaser or grantee of any property or rights purporting to be released herefrom shall be bound to ascertain the authority of the Trustee or the Collateral Agent to execute the release or to inquire as to the existence of any conditions herein prescribed for the exercise of such authority; nor shall any purchaser or grantee of any property or rights permitted by this Indenture to be sold or otherwise disposed of by an Issuer or any Guarantor be under any obligation to ascertain or inquire into the authority of such Issuer or Guarantor to make such sale or other disposition.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral 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, the Intercreditor Agreements or as provided hereby. The Borrower Issuer and the Guarantors shall will be entitled to a the release of property and other assets included in the constituting Collateral from the Liens securing the Term Loans, Notes and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, Guarantees under any one or more of the following circumstances: (i1) to enable the Borrower Issuer or any Guarantor to sellconsummate the sale, exchange transfer, or otherwise dispose other disposition of such Collateral to any of Person other than the Collateral Issuer or a Guarantor, to the extent such sale, transfer or other disposition is not prohibited under by Section 7.05 hereof4.10; (ii2) in the case of a Guarantor that is released from its Guaranty Guarantee, with respect to all of the Obligations, the release of the property and other assets of such Guarantor, upon the release of such Guarantor from its Guarantee; (iii3) with respect to the extent property is subject to any Collateral that becomes an “Excluded Asset,” upon it becoming an Excluded Asset in accordance with a lease, upon termination of the leasetransaction not prohibited by this Indenture; (iv4) pursuant to an amendment or waiver in accordance with Article X hereofthe second paragraph under Section 4.12; (v5) if all of the Term Loans have been satisfied and discharged as required pursuant to Article X hereofthe terms of any Equal Priority Intercreditor Agreement or any Junior Priority Intercreditor Agreement; or (vi6) as described under Article IX. The Liens on the Collateral securing the Notes and the related Guarantees also shall automatically, without the need for any further action by any Person, be terminated and released, (i) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans Notes and all other Obligations related thereto in respect of the Notes under this AgreementIndenture, the Guaranty related Guarantees and the Collateral Security Documents with respect thereto, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest interest, are paid. , other than any contingent obligations not yet due or payable or (bii) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with upon a sale, transfer legal defeasance or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except covenant defeasance with respect to any proceeds the Notes under this Indenture as described under Article VIII or a satisfaction and discharge of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent this Indenture with respect to the Notes as described under Article XI, in each case other than any contingent obligations (including contingent indemnity obligations not yet due or payable). Upon the written request of the Issuer, the Trustee and the Notes Collateral Agent shall evidence such ABL Collateral), no release by an instrument which may be executed by the Trustee and the Notes Collateral Agent without the consent of any Holder. In connection with any release of the second-priority liens Liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given that requires execution by the requisite percentage or number of Notes Collateral Agent, the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Notes Collateral Documents and (ii) the Borrower has delivered Agent shall receive an Officer’s Certificate to the Collateral Agent certifying and an Opinion of Counsel, upon which it may conclusively rely without liability, stating that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of release is permitted by this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement Indenture and the Collateral Security Documents, if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Administrative Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Collateral Documents or the Intercreditor Agreements. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release executed in accordance with the terms hereof.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral 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, the Intercreditor Agreements or as provided hereby. The Borrower Issuer and the Guarantors shall will be entitled to a the release of property and other assets included in the Collateral from the Liens securing the Term Loans, Notes and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, Guarantees under any one or more of the following circumstances: (i1) to enable upon any sale, transfer or other disposition by the Borrower Issuer or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereof; (ii) in the case of a Guarantor that is released from its Guaranty with respect permitted under this Indenture to all of any Person that is not the Obligations, the release of the property and assets of such Issuer or a Guarantor; (iii2) to the extent the property constituting such Collateral is subject to a leaseowned by any Guarantor, upon termination the release of the leasesuch Guarantor from its obligations under its Guarantee; (iv3) pursuant to an amendment or waiver the extent such Collateral otherwise becomes Excluded Property; (4) as described under Article IX; and (5) in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this First Lien Intercreditor Agreement, the Guaranty 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 interest are paid. (b) Subject to the provisions contained The security interests in the Intercreditor Agreements, in general the second-priority lien on the ABL all Collateral securing the Term Loans shall remain in full force Notes or the Guarantees also will be released upon (i) a satisfaction and effect notwithstanding 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 termination and repayment in full right, upon delivery of any Officer’s Certificate to the ABL Credit Agreement Trustee and the Collateral Agent, to release certain property and other assets that are owned by a Guarantor, and included in the ABL Agent of Collateral, from the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral Liens securing the Term Loans shall terminate Notes and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically Guarantees to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a salethat, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure ofat such time, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number Guarantor does not guarantee Indebtedness of the holders Issuer outstanding under any Credit Facility that is secured (or is required to be secured) by Liens on such property or other assets of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents such Guarantor and (ii) the Borrower Issuer has delivered an Investment Grade Rating on its senior unsecured long-term debt from both Rating Agencies. (d) 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 certifying that all such consents have been obtained. The second priority Liens in is required or requested to take any action to effect the ABL release of any Collateral, the Issuer and each Guarantor will furnish to the Collateral securing the Term Loans that otherwise would have been released Agent, prior to each proposed release of Collateral pursuant to the second sentence of Security Documents and this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist.Indenture; (ci) Upon satisfaction of an Officer’s Certificate requesting such release, including a statement to the effect that all conditions precedent under provided for in this Agreement Indenture and the Collateral Documents, if any, Security Documents to such release have been met 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 any necessary or proper instruments of termination, satisfaction or release prepared delivered by the BorrowerCollateral Agent (if applicable); and (iii) all documents (if any) expressly required by this Indenture, the Administrative 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 shallof an Officer’s Certificate and an Opinion of Counsel that all conditions precedent required by this Indenture and the Security Documents have been complied with, the Trustee or shall cause the Collateral Agent, as applicable, shall promptly cause the released Collateral to execute, deliver be released and reconveyed to the Issuer or acknowledge the applicable Guarantor and shall take all other actions reasonably requested by the Issuer or the Guarantor in connection therewith. (at the Borrower’s expensef) such instruments or releases to evidence the The release of any Collateral permitted in accordance with the terms of this Indenture and the Security Documents shall not be deemed to be released 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 Agreement or Indenture, the Collateral Security Documents or the Intercreditor Agreements. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release executed in accordance with the terms hereof.

Release of Collateral. (a) Subject to Sections 12.03(bSection 11.03(b) and 12.04 hereof, Collateral may be released from the Lien Liens and security interest interests created by the Collateral Security Documents at any time or from time to time in accordance with the provisions of the Collateral Security Documents, the Intercreditor Agreements or as provided herebyAgreement and this Indenture. The Borrower Company and the Guarantors shall will be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term LoansNotes, and the Collateral Agent Trustee (subject to its receipt of an Officers’ Certificate and Opinion of Counsel as provided below) shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the BorrowerCompany’s sole cost and expense, under one or more of the following circumstances: (i1) to enable the Borrower Company and its Restricted Subsidiaries to consummate the disposition of such property or assets to the extent permitted under Section 4.06; provided that if Liens on any Guarantor to sell, exchange or otherwise dispose of 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 extent 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 7.05 hereofthis Indenture; (ii2) in the case of a Guarantor that is released from its Guaranty Guarantee with respect to all of the ObligationsNotes under Section 10.02(b), the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv3) pursuant to an amendment or waiver in accordance with Article X 9 hereof; (v4) if all pursuant to the terms of the Term Loans have been satisfied and discharged pursuant to Article X hereofIntercreditor Agreement; or (vi5) upon payment in full of if the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty and the Collateral Documents with respect thereto, that are due and payable at Notes have been discharged or prior defeased pursuant to the time such principal, together with accrued and unpaid interest are paidArticle 8. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with With respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure Collateral, upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation receipt of an Event Officers’ Certificate and an Opinion of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of Counsel each stating that all conditions precedent under this Agreement Indenture and the Collateral Documents, if any, Security Documents and the Intercreditor Agreement to such release have been met and that it is proper for the Trustee or Collateral Agent to execute and deliver the documents requested by the Company in connection with such release, and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerCompany, the Administrative Agent Trustee shall, or shall cause the Collateral AgentAgent to, to execute, deliver or acknowledge (at the BorrowerCompany’s sole cost and expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Security Documents or the Intercreditor AgreementsAgreement. Neither the Administrative Agent Trustee nor the Collateral Agent shall be liable for any such release executed undertaken in accordance reliance upon any such Officers’ Certificate or Opinion of Counsel, and the Trustee and the Collateral Agent shall not, and 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, (i) unless and until it receives such Officers’ Certificate and Opinion of Counsel or (ii) if the Intercreditor Agreement expressly provides for automatic release of Collateral under this Indenture with no further action required by the terms hereofTrustee or the Collateral Agent.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral 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, the Intercreditor Agreements or as provided hereby. The Borrower Company and the Guarantors shall will be entitled to a the automatic and immediate release of property and other assets included in the constituting Collateral from the Liens securing the Term Loans, Notes and the Collateral Agent shall release, or instruct the First Lien Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, Obligations under any one or more of the following circumstances: (i1) upon the sale or other disposition of such Collateral (including as part of or in connection with any other sale or other disposition permitted hereunder) to enable any Person (other than to the Borrower Company or any Guarantor), to the extent such sale or other disposition is made in compliance with the terms of this Indenture (and the Notes Collateral Agent may rely conclusively on a certificate to that effect provided to it by the Company or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral upon its reasonable request without further inquiry); (2) to the extent not prohibited under Section 7.05 hereofthe property constituting such Collateral is comprised of property leased to the Company or a Guarantor, upon termination or expiration of such lease; (ii3) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the applicable Note Guarantee; (4) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Notes Collateral Agent pursuant to the Security Documents; (5) if such assets constitute Excluded Property or Excluded Stock and Stock Equivalents; (6) in the case of a Guarantor that is released from its Guaranty Guarantee with respect to all the First Lien Credit Agreement Obligations pursuant to the terms of the ObligationsFirst Lien Credit Agreement, the release of the property and assets of such Guarantor; (iii7) in part, as to any property or asset constituting Collateral if and only to the extent property is subject to that the Liens on such Collateral in favor of the First Lien Credit Agreement Collateral Agent in respect of the First Lien Credit Agreement have been released in accordance with the terms of the First Lien Documents related thereto (other than any release by, or as a lease, upon result of payment in full and irrevocable termination of the lease;such First Lien Credit Agreement); or (iv) 8) pursuant to an amendment or waiver in accordance with Article X hereof; IX of this Indenture. The Liens on the Collateral securing the Notes and the Note Guarantees also will be automatically and immediately released (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vii) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans Notes and all other Obligations related thereto Obligations, and all fees and all other expenses or amounts payable, under this AgreementIndenture, the Guaranty Note Guarantees and the Collateral Security Documents with respect thereto, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest interest, are paid. , (bii) Subject upon a legal defeasance or covenant defeasance pursuant to Article VIII or a discharge pursuant to Article XI or (iii) pursuant to the provisions contained in Security Documents or the First Lien Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL CollateralAgreement. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with With respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all Collateral, upon receipt of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying stating that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement Indenture, the Security Documents and the Collateral DocumentsFirst Lien Intercreditor Agreement, if anyas applicable, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the Borrowermet, the Administrative Trustee and the Notes Collateral Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the BorrowerCompany’s expense) such any instruments or releases to evidence the release of any Guarantees and Collateral permitted to be released pursuant to this Agreement Indenture, the Security Documents and the First Lien Intercreditor Agreement, as applicable, and shall do or cause to be done (at the Collateral Documents or the Intercreditor AgreementsCompany’s expense) all acts reasonably requested of them to release such Lien as soon as is reasonably practicable. Neither the Administrative Agent Trustee nor the Notes Collateral Agent shall be liable for any such release executed undertaken in accordance with reliance upon any such Officer’s Certificate, and notwithstanding any term in this Indenture, in any Security Document or in the terms hereofFirst Lien 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 or termination, unless and until it receives such Officer’s Certificate, upon which it shall be entitled to conclusively rely.

Release of Collateral. (a) Subject to Sections 12.03(bSection 10.03(b) and 12.04 hereof, Collateral may be released from the Lien and security interest created by the Collateral Security Documents at any time or from time to time in accordance with the provisions of the Collateral Security Documents, the Intercreditor Agreements or as provided herebyAgreement and this Indenture. The Borrower Issuer and the Guarantors shall will be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term LoansNotes, and the Collateral Agent Trustee (subject to its receipt of an Officer Certificate and Opinion of Counsel as provided below) shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the BorrowerIssuer’s sole cost and expense, under one or more of the following circumstances: (i1) to enable the Borrower Issuer or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral (other than to the Issuer or a Restricted Subsidiary, as applicable) to the extent not prohibited under Section 7.05 hereof4.13; (ii2) in the case of a Guarantor that is released from its Guaranty Note Guarantee with respect to all of the ObligationsNotes, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv3) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all 9 of the Term Loans have been satisfied and discharged pursuant to Article X hereofthis Indenture; or (vi4) upon payment in full of if the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty and the Collateral Documents with respect thereto, that are due and payable at Notes have been discharged or prior defeased pursuant to the time such principal, together with accrued and unpaid interest are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL CollateralSection 8.01 or Section 8.02. The second-priority lien on the ABL Collateral securing the Term Loans shall Notes will terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Bank Collateral Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement)Indenture) other than in connection with any such release by the Bank Collateral Agent in connection with a Discharge of ABL Obligations. Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Bank Collateral Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement Indenture or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Bank Collateral Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (Lenders Debt) other than in connection with a foreclosure upon or other exercise Discharge of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority Obligations. The liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans Notes that otherwise would have been released pursuant to the second first sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall paragraph will be released when such Event of Default and all other Events of Default under this Agreement Indenture cease to exist. (c) Upon satisfaction . With respect to any release of Collateral, upon receipt of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Agreement Indenture and the Collateral DocumentsSecurity Documents and the Intercreditor Agreement (and TIA §314(d)), if any, to such release have been met and that it is proper for the Trustee or 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 or release prepared by the BorrowerIssuer, the Administrative Agent Trustee shall, or shall cause the Collateral AgentAgent to, to execute, deliver or acknowledge (at the BorrowerIssuer’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Security Documents or the Intercreditor AgreementsAgreement. Neither the Administrative Agent Trustee nor the Collateral Agent shall be liable for any such release executed undertaken in accordance with reliance upon any such Officers’ Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Security Document or in the terms hereofIntercreditor Agreement to the contrary, the Trustee and 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 Officers’ Certificate and Opinion of Counsel.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, The Collateral may shall be released from the Lien and security interest created by the Collateral Documents Note Security Documents, 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 provisions of the Collateral Documents, the Intercreditor Agreements Note Security Documents or as provided herebyby this Section 1502. The Borrower and the Guarantors shall be entitled to a release of property and other assets included Upon such release, all rights in the Collateral from shall revert to the Liens securing the Term Loans, Company and the Note Guarantors. The Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, be released under one or more of the following circumstances: (i) to enable the Borrower disposition (as defined under Section 101 in the “Asset Disposition” definition and including any sale, lease, transfer or other disposition described in the parenthetical exclusion to such definition) of such property or assets to any Guarantor to sell, exchange Person (other than the Company or otherwise dispose of any of the Collateral a Note Guarantor) to the extent not prohibited under Section 7.05 hereof411; (ii) the release of Excess ABL Proceeds or Excess Proceeds (whether in respect of any Asset Disposition of Collateral or non-Collateral) that remain unexpended after the conclusion of an applicable Offer conducted in accordance with Section 411; (iii) in the case of a Note Guarantor that is released from its Guaranty with respect to all Guarantee of the ObligationsNotes, the release of the property and assets of such Note Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver in accordance with Article X hereofIX of this Indenture; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans Notes and all other Obligations related thereto under this AgreementIndenture, the Guaranty Guarantees under this Indenture and the Collateral Note Security Documents with respect thereto, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest are interest, is paid; (vi) if the Notes have been discharged or defeased pursuant to Article XI or Article XII of this Indenture; or (vii) as provided in the Base Intercreditor Agreement. (b) Subject to The Note Collateral Agent and, if necessary, the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unlessTrustee shall, at the time of such release of such first-priority liensCompany’s expense, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement and the Collateral Documents, if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Administrative Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases 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 of any Collateral permitted to be released pursuant to this Agreement or Indenture, the Collateral Note Security Documents or the Base Intercreditor AgreementsAgreement. Neither the Administrative Agent Trustee nor the Note Collateral Agent shall be liable for any such release executed undertaken in accordance with good faith and in the terms hereofabsence of gross negligence or willful misconduct.

Release of Collateral. (a) Subject to Sections 12.03(bSection 11.03(b) and 12.04 hereof(c), Collateral may be released from the Lien and security interest created by the Collateral Security Documents at any time or from time to time in accordance with the provisions of the Collateral Security Documents, the Alabama Intercreditor Agreements or as provided herebyAgreement and this Indenture. The Borrower and Notwithstanding anything to the Guarantors shall be entitled to a release of property and other assets included contrary in the Collateral from any Notes Document, the Liens securing on Collateral, to the Term Loans, and the Collateral Agent shall release, or instruct extent that such Liens secure the Notes Obligations, shall automatically (without further action) be released with respect to the relevant Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, under one or more any of the following circumstances: (iA) to enable in the Borrower case the Issuer or any Subsidiary Guarantor to sellsells, exchange exchanges or otherwise dispose disposes of any of the Collateral Collateral, including Capital Stock (other than to the Issuer or a Guarantor, as applicable), to the extent not prohibited under Section 7.05 hereofby this Indenture; (iiB) in the case of a Subsidiary Guarantor that is released from its Guaranty Guarantee with respect to all of the ObligationsNotes in accordance with Section 10.06, the release of the property and assets of such Subsidiary Guarantor; (iiiC) to the extent such Collateral is comprised of property is subject leased to the Issuer or a leaseSubsidiary Guarantor, upon termination or expiration of the such lease; (ivD) 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; (E) pursuant to an amendment amendment, supplement or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof9; or (viF) upon payment in full of if the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty and the Collateral Documents with respect thereto, that are due and payable at Notes have been discharged or prior defeased pursuant to the time such principal, together with accrued and unpaid interest are paidArticle 8 or Article 12. (b) Subject In addition to the provisions contained in the Intercreditor Agreementsforegoing, in general the second-priority lien Lien on the ABL Shared Alabama Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement Notes and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans Guarantees shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a saleenforcement actions taken against the Shared Alabama Collateral by Republic Bank, transfer subject to the terms of the Alabama Intercreditor Agreement. (1) To the extent that this Indenture is qualified under the TIA, the Issuer will cause TIA § 313(b), relating to reports, and TIA § 314(d), relating to the release of property or disposition securities or relating to the substitution therefor of ABL Collateral any property or securities to be 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 except in cases where TIA § 314(d) requires that is either not prohibited under this Agreement such certificate or occurs in connection with the foreclosure ofopinion be made by an independent Person, which Person will be an independent engineer, appraiser or other exercise expert selected or reasonably satisfactory to the Trustee. (2) Notwithstanding anything to the contrary in Section 11.02(c)(1), the Issuer will not be required to comply with all or any portion of remedies TIA § 314(d) if it determines, in good faith based on advice of counsel, that under the 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 the released Collateral. The Issuer will also not be required to comply with respect to, such ABL Collateral by the ABL Agent (except TIA § 314(d) with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement and the Collateral Documents, if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Administrative Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Collateral Documents or the Intercreditor Agreements. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release executed in accordance with the terms hereof.following:

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral 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 terms of the Collateral Security Documents, the Intercreditor Agreements or as provided hereby. The Borrower and the Guarantors shall be entitled to a release of property and other assets included in Note Liens on the Collateral from the Liens securing the Term Loans, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, under one or more of the following circumstanceswill be released: (i) to enable the Borrower or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereof; (ii1) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligationswhole, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest onand premium, all if any, on the Notes and payment in full of the Term Loans and all other Note Obligations related thereto under this Agreement, the Guaranty and the Collateral Documents with respect thereto, that are due and payable at or prior to the time of such principal, principal payment together with accrued and unpaid interest are paid.interest; (b2) Subject in whole, upon satisfaction and discharge of this Indenture as set forth in Article VIII; (3) in whole, upon a legal defeasance or a covenant defeasance as set forth in Article VIII; (4) in part, as to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL any asset constituting Collateral that is either not prohibited under this Agreement sold or occurs in connection with the foreclosure of, or other exercise otherwise disposed of remedies with respect to, such ABL Collateral by the ABL Agent Issuer or any Guarantor (except with respect other than to any proceeds of such sale, transfer the Issuer or disposition a Guarantor) in transactions that remain after satisfaction in full of the obligations are permitted under the ABL Credit Agreement). Notwithstanding Note Documents, including the foregoinglimitations set forth under Section 4.16; (5) as set forth under Article IX, in the event of a release of liens by the ABL Agent on as to property that constitutes less than all or substantially all of the ABL Collateral Collateral, with the consent of Holders of at least a majority in aggregate principal amount of the Notes then outstanding, voting as one class (other than or, in the case of a release of all or substantially all of the Collateral, with the consent of the Holders of at least 75% in aggregate principal amount of the Notes then outstanding, voting as one class), including consents obtained in connection with a foreclosure upon tender offer or other exercise of rights and remedies by exchange offer for, or purchase of, the ABL Agent Notes; (6) with respect to such ABL Collateral), no assets of a Guarantor upon release of such Guarantor from its Note Guarantee as set forth under Article XIII; and (7) in whole or in part, as applicable, as to any portion of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given that is taken by eminent domain, condemnation or similar circumstances. Upon compliance by the requisite percentage Issuer or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereofany Guarantor, as provided for in the case may be, with the conditions precedent required by this Agreement Indenture and the Security Documents, the Collateral Agent shall promptly cause to be released and reconveyed to the Issuer, or the Collateral Documents Guarantor, as the case may be, any released Collateral. Prior to each proposed release, the Issuer and (ii) the Borrower has delivered an Officer’s Certificate each Guarantor must furnish to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in certificates, opinions and documents required by this Indenture, the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement Security Documents and the Collateral Documents, if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Administrative Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Collateral Documents or the Intercreditor Agreements. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release executed in accordance with the terms hereofTIA.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral 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, the Intercreditor Agreements or as provided hereby. The Borrower Company and the Guarantors shall will be entitled to a release releases of property and other assets included in the Collateral from the Liens securing the Term Loans, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, Note Obligations under any one or more of the following circumstances: (i1) upon the full and final payment and performance of all Note Obligations of the Company and the Guarantors; (2) with respect to enable any asset constituting Collateral, if such Collateral is sold or otherwise disposed of in accordance with the Borrower 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 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 such deposit account, the Company or any Guarantor Restricted Subsidiary may withdraw funds to sell, exchange or otherwise dispose deploy the proceeds of any of the Collateral an Asset Sale in compliance with Section 4.18 (“Asset Sales”); and (b) to the extent not prohibited that any disposition in such Asset Sale was of Collateral, the non-cash consideration received is pledged as Collateral under Section 7.05 hereofthe Collateral Agreements substantially simultaneously with such sale, in accordance with the requirements set forth in this Indenture and the Collateral Agreements; (ii3) upon legal or covenant defeasance or satisfaction and discharge of the Notes as provided in Sections 8.02, (“Legal Defeasance and Discharge,”), 8.03 (“Covenant Defeasance”) and 10.01 (“Satisfaction and Discharge,”); (4) with respect to an applicable Subsidiary, upon the case occurrence of a Contract Unwind Trigger; (5) with respect to any assignment of rights under the respective terminated Internal Charter only, upon the occurrence of an Internal Charter Unwind Trigger; (6) if any Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver Note Guarantee in accordance with Article X hereof; the terms of this Indenture (v) if all including by virtue of such Guarantor ceasing to be a Restricted Subsidiary), that Guarantor’s assets will also be released from the Term Loans have been satisfied Liens securing its Note Guarantee and discharged pursuant to Article X hereofthe other Obligations; or (vi7) upon payment as provided in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Second Lien Intercreditor Agreement, the Guaranty 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 interest are paid. (b) Subject In addition to the foregoing, the Company and the Guarantors will comply with the provisions contained 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 expert selected by the Company. 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 it determines, in good faith based on advice of counsel, that under the terms of TIA § 314(d) and/or any interpretation or guidance as to the meaning thereof of the SEC, 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. (c) With respect to any release of Collateral, except as otherwise provided in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence upon receipt of an Event Officers’ Certificate and an Opinion of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral Counsel each stating that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement Indenture and the Collateral Documents, if any, Agreements to such release have been met met, and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerCompany or the Guarantors, as the case may be, the Administrative Noteholder Collateral Agent shall, or shall cause at the Collateral AgentCompany’s sole cost and expense, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Documents or Agreements, including the Intercreditor Agreements. Neither the Administrative Agent Trustee nor the Noteholder Collateral Agent shall be liable for any such release executed undertaken in accordance with reliance upon any such Officers’ Certificate or Opinion of Counsel, and the Trustee and the 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 or termination, unless and until (i) it receives such Officers’ Certificate and Opinion of Counsel 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 hereofof 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. (a) Subject to Sections 12.03(b12.3(b) and 12.04 (c) hereof, Collateral 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, the Intercreditor Agreements or as provided hereby. The Borrower and the Guarantors shall be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term LoansNotes will be automatically released, and the Collateral Agent 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 releaseexecute, as applicable, the same from such Liens at the Borrower’s Issuers’ sole cost and expense, under one or more of the following circumstances: : (i) to enable the Borrower or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereof; in whole upon: (iiA) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest (including Additional Amounts, if any) on, all of the Term Loans Notes and all other Obligations related thereto under this AgreementIndenture, the Guaranty 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 interest interest, are paid. ; (bB) Subject satisfaction and discharge of this Indenture as set forth under Article XI; or (C) a Legal Defeasance or Covenant Defeasance of this Indenture as set forth under Article 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 the provisions contained 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 Intercreditor Agreements, same jurisdiction in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release a transaction not prohibited by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, this Indenture at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition disposition, including, without limitation, as a result of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full a transaction of the obligations type permitted under the ABL Credit Agreement). Notwithstanding the foregoing, Section 3.5 (provided that in the event of a release transfer of liens 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 ABL Agent Collateral Documents)), (II) if all other Liens on all that asset securing the First Priority Credit Obligations then secured by that asset are released, or substantially all of the ABL Collateral (other than III) in connection with a foreclosure upon or other exercise the taking of rights and remedies an enforcement action by the ABL Agent with Applicable Authorized Representative in respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, First Priority Credit Obligations in accordance with Section 10.01 hereofthe First Priority Intercreditor Agreement, as provided for in this Agreement or the Collateral Documents and (iiB) the Borrower has delivered that is held by a Guarantor that ceases to be a Guarantor, (b) With respect to any release of Collateral, upon receipt of an Officer’s Certificate to the Collateral Agent certifying and an Opinion of Counsel each stating that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement Indenture and the Collateral DocumentsDocuments and the First Priority Intercreditor Agreement, if anyas applicable, to such release have been met and that it is proper for the Trustee or Collateral Agent to execute and deliver the documents requested by the Issuers in connection with such release, and any necessary or proper instruments of termination, satisfaction satisfaction, discharge or release prepared by the BorrowerIssuers, the Administrative Agent Trustee shall, or shall cause the Collateral AgentAgent to, to execute, deliver or acknowledge (at the Borrower’s Issuers’ expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Documents or the First Priority Intercreditor AgreementsAgreement. Neither the Administrative Agent Trustee nor the Collateral Agent shall be liable for any such release executed undertaken in accordance with reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the terms hereofFirst Priority Intercreditor Agreement to the contrary, the Trustee and the 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) Subject to Sections 12.03(b) and 12.04 hereof, Collateral may be released from the Lien and security interest created by the Collateral Security Documents at any time or and from time to time with respect to any series of Notes in accordance with the provisions of the Collateral Security Documents, the Intercreditor Agreements or as provided herebyand this Indenture. The Borrower Notwithstanding anything to the contrary in the Security Documents, the Intercreditor Agreements and this Indenture, the Issuers and the Guarantors shall will be entitled to a the release of property and other assets included in the constituting Collateral from the Liens securing the Term Loans, Notes of any series and the Collateral Agent shall release, or instruct the First Lien Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, Obligations under any one or more of the following circumstances: (i1) to enable any Covenant Party to consummate the Borrower sale, transfer or any Guarantor to sell, exchange other disposition of such property or otherwise dispose of any of the Collateral assets to the extent not prohibited under Section 7.05 4.10 hereof; (ii2) in the case of a Guarantor that is released from its Guaranty Note Guarantee with respect to all the Notes of such series pursuant to the Obligations, the release terms of this Indenture with respect to the property and other assets of such Guarantor, upon the release of such Guarantor from its Note Guarantee; (iii3) with respect to Collateral that is Capital Stock, upon (i) the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture or (ii) upon the designation by Covenant Parent of the issuer of that Capital Stock as an “Unrestricted Subsidiary” under the Senior Credit Facilities in compliance with the terms of the Senior Credit Facilities; (4) with respect to any Collateral that becomes an “Excluded Asset,” upon it becoming an Excluded Asset; (5) upon the occurrence of an Investment Grade Event; (6) in accordance with Section 4.12(d); (7) to the extent property is subject to the Liens on the Collateral securing the Senior Credit Facility Obligations are released by the Bank Collateral Agent (other than any release by, or as a leaseresult of, payment of the Senior Credit Facility Obligations), upon termination the release of the leasesuch Liens; (iv8) in connection with any enforcement action taken by the Controlling Collateral Agent (as defined in the First Lien Intercreditor Agreement) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all the terms of the Term Loans have been satisfied and discharged pursuant to Article X hereofFirst Lien Intercreditor Agreement; or (vi9) as described in Article 9 hereof. (b) The Liens on the Collateral securing any series of Notes and the related Note Guarantees with respect to such series also will be terminated and released: (1) upon payment in full of the principal of, together with accrued and unpaid interest on, all the Notes of the Term Loans such series and all other Obligations related thereto with respect to such series under this AgreementIndenture, the Guaranty related Note Guarantees and the Collateral Security Documents with respect thereto, to such series that are due and payable at or prior to the time such principal, together with accrued and unpaid interest interest, are paid.; (b2) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing upon a Legal Defeasance or Covenant Defeasance under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent Indenture with respect to such ABL Collateral)covered series as described under Sections 8.02 and 8.03, no release respectively, or a satisfaction and discharge of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent this Indenture with respect to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with series as described under Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and 11.01; or (ii3) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for Intercreditor Agreements and the occurrence and continuation of an Event of Default shall be released when Security Documents with respect to such Event of Default and all other Events of Default under this Agreement cease to existseries. (c) Upon satisfaction Any Lien on any Collateral may be released or subordinated to the holder of any Lien on such Collateral securing any Financing Lease Obligations or any Lien on such Collateral that is permitted by clause (12) or (16) of the definition of “Permitted Liens” to the extent required by the terms of the Obligations secured by such Liens. (d) Except as provided under Section 4.12, following the occurrence of a Release Event, the Notes and the Note Guarantees will not be secured by any assets or property, regardless of whether any Post-Release Event Note Guarantees have been provided by any Subsidiary of Covenant Parent. (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 Agreement Indenture, the Security Documents and the Collateral DocumentsIntercreditor Agreements, if anyas 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 Issuers in connection with such release and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerIssuers, the Administrative Trustee and the Notes Collateral Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s Issuers’ expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or Indenture, the Collateral Security Documents or the Intercreditor Agreements. Neither the Administrative Agent Trustee nor the Notes Collateral Agent shall be liable for any such release executed undertaken in accordance reliance upon any such Officer’s Certificate or Opinion of Counsel, 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 and Opinion of Counsel. Any certificate or opinion required by Section 314(d) of the Trust Indenture Act in connection with obtaining the release of Collateral may be made by an Officer of a Covenant Party, except in cases where Section 314(d) of the Trust Indenture Act requires that such certificate or opinion be made by an independent engineer, appraiser or other expert. Notwithstanding anything to the contrary in this Indenture, no Covenant Party shall 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 the advice of counsel, that under the terms hereofof 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 the relevant portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral.

Release of Collateral. (a) Subject to Sections 12.03(bSection 8.15(b) and 12.04 hereof, Collateral may be released from the Lien Liens and security interest interests created by the Collateral Documents at any time or from time to time in accordance with the provisions of the Collateral Documents, the Intercreditor Agreements or as provided herebyAgreement and this Agreement. The Borrower and the Guarantors shall will be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term LoansObligations, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, release the same from such Liens at the Borrower’s sole cost and expense, under one or more of the following circumstances: (i1) to enable the Borrower and its Restricted Subsidiaries to consummate the disposition of such property or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral assets to the extent permitted under Section 6 of Annex A; provided that any release of Collateral under this subclause (1), and any transaction resulting in the release of such Collateral, are not prohibited under Section 7.05 hereofthis Agreement; (ii2) in the case of a Guarantor that is released from its Guaranty with respect to all of the ObligationsGuaranteed Obligations under Section 7.9, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv3) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereofSection 8.4; or (vi4) upon payment in full pursuant to the terms of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Intercreditor Agreement, the Guaranty 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 interest are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with With respect to any proceeds release of such saleCollateral, transfer or disposition that remain after satisfaction in full upon receipt of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event an certificate of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying Responsible Officer stating that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement and the Collateral Documents, if any, Documents and the Intercreditor Agreement to such release have been met and that it is proper for the Collateral Agent to execute and deliver the documents requested by the Borrower in connection with such release, and any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Administrative Collateral Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s sole cost and expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Collateral Documents or the Intercreditor AgreementsAgreement. Neither the Administrative Agent nor the The Collateral Agent shall not be liable for any such release executed undertaken in accordance reliance upon any such certificate of a Responsible Officer, and the Collateral Agent shall not, and 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, (i) unless and until it receives such certificate of a Responsible Officer or (ii) if the Intercreditor Agreement expressly provides for automatic release of Collateral under this Agreement with no further action required by the terms hereofCollateral Agent.

Release of Collateral. (a) Subject to Sections 12.03(bsubsections (b) and 12.04 hereof(c) of this Section 11.03, Collateral may be released from the Lien and security interest created by the Collateral Security Documents at any time or from time to time in accordance with the provisions of the Collateral Security Documents, the ABL Intercreditor Agreements Agreement and the First Lien Intercreditor Agreement or as provided hereby. The Borrower Upon the request of the Issuer pursuant to an Officers’ Certificate certifying that all conditions precedent hereunder have been met, the Issuer and the Guarantors shall will be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term LoansNotes, and the First Lien Collateral Agent and the Trustee (if the Trustee is not then the First Lien Collateral Agent) shall release, or instruct the Notes Collateral Agent to release, as applicable, release the same from such Liens at the BorrowerIssuer’s sole cost and expense, under one or more of the following circumstances: (i1) [Reserved.] (2) to enable the Borrower Issuer or any Guarantor Restricted Subsidiary to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited as permitted under Section 7.05 hereof4.06; (ii3) in the case of a Guarantor that is released from its Guaranty Guarantee with respect to all of the ObligationsNotes, the release of the property and assets of such Guarantor; (iii4) if the Notes have been discharged or defeased pursuant to Section 8.01; (5) in the extent case of a Guarantor making a Permitted Transfer to any Restricted Subsidiary of Hexion; provided that such Permitted Transfer is permitted by clause (y) of the last paragraph of Article 5; (6) in respect of the property and assets of a Restricted Subsidiary that is a Guarantor, upon the designation of such Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.04 and the definition of “Unrestricted Subsidiary” under Section 1.01; (7) in respect of the property and assets of a Guarantor that at any time is not subject to a leaseLien securing any other First Priority Lien Obligations at such time (provided that if such property and assets is subsequently subject to a Lien securing any other First Priority Lien Obligations (other than Excluded Assets), upon termination such property and assets shall subsequently constitute Collateral hereunder) other than (x) if such release is in connection with a release or discharge by or as a result of payment in respect of the leaseCredit Agreement or (y) if such release is due to a release of Liens by lenders under the Credit Agreement, at any time that Indebtedness under the Credit Agreement does not constitute a majority of the aggregate principal amount of Indebtedness constituting First Priority Lien Obligations outstanding at such time; (iv) 8) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all 9 of the Term Loans have been satisfied and discharged pursuant to Article X hereofthis Indenture; or (vi9) upon payment in full respect of any property and assets of the principal ofIssuer or a Guarantor that would constitute ABL Priority Collateral but is at such time not subject to a Lien securing ABL Obligations, together with accrued and unpaid interest on, all of the Term Loans and all other than any assets or property that cease to be subject to a Lien securing ABL Obligations related thereto under this Agreement, the Guaranty 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 interest are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer release or disposition discharge by or as a result of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction payment in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all and termination of the ABL Collateral Facility; provided that if such property and assets are subsequently subject to a Lien securing ABL Obligations (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL CollateralExcluded Assets), no release such property and assets shall subsequently constitute Collateral hereunder. Upon receipt of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Officers’ Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement and the Collateral Documents, if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerIssuer, the Administrative First Lien Collateral Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’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 First Lien Intercreditor Agreement or the Collateral Documents ABL Intercreditor Agreement. (b) Except as otherwise provided in the First Lien Intercreditor Agreement or the ABL Intercreditor Agreements. Neither Agreement, no Collateral may be released from the Administrative Agent nor Lien and security interest created by the Security Documents unless the Officers’ Certificate required by this Section 11.03, dated not more than five days prior to the date of the application for such release, has been delivered to the First Lien Collateral Agent shall and the Trustee (if the Trustee is not then the First Lien Collateral Agent). (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 (if not then the First Lien Collateral Agent) has delivered a notice of acceleration to the First Lien Collateral Agent, no release of Collateral pursuant to the provisions of this Indenture or the Security Documents will be liable for effective as against the Holders, except as otherwise provided in the First Lien Intercreditor Agreement or the ABL Intercreditor Agreement. (d) Any certificate or opinion required by Section 314(d) of the TIA may be made by an Officer of the Issuer, except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert. (e) Notwithstanding anything to the contrary herein, the Issuer, Hexion and its Subsidiaries will not be required to comply with all or any such release executed portion of Section 314(d) of the TIA if they determine, in accordance with good faith based on advice of counsel, that under the terms hereofof that section or any interpretation or guidance as to the meaning thereof by the SEC and its staff, including “no action” letters or exemptive orders, all or any portion of Section 314(d) of the TIA is inapplicable to the released Collateral.

Release of Collateral. (a) Subject The Collateral Agent’s Liens upon the Collateral will no longer secure the Notes and Note Guarantees outstanding under this Indenture or any other Obligations under this Indenture, and the right of the Holders of the Notes and such Obligations to Sections 12.03(bthe benefits and proceeds of the Collateral Agent’s Liens on the Collateral will terminate and be discharged: (1) in whole, as to all property subject to such Liens which has been taken by eminent domain, condemnation or other similar circumstances; (2) in whole, as to all property subject to such Liens, upon: (A) payment in full of the principal of and 12.04 accrued and unpaid interest on the Notes; or (B) satisfaction and discharge of this Indenture as set forth in Article XII hereof; or (C) Legal Defeasance or Covenant Defeasance of this Indenture as set forth in Article VIII hereof; (3) in part, Collateral may be released from the Lien and security interest created as to any property that (A) is sold, transferred or otherwise disposed of by the Collateral Documents Company or one of its Subsidiaries in a transaction not prohibited by this Indenture, at the time of such sale, transfer or disposition, to the extent of the interest sold, transferred or disposed of or (B) is owned or at any time acquired by a Guarantor that has been released from its Note Guarantee (and any guarantee of other Note Obligations), concurrently with the release of such Note Guarantee (and any guarantee of other Note Obligations); (4) on any or from time all of the Credit Facility Collateral, upon any release of a first priority Lien thereon by the Credit Facility Collateral Agent or as otherwise authorized or directed by the Credit Facility Collateral Agent unless the Credit Facility Loan Obligations have been paid in full and the Credit Facility is terminated without it being refinanced; provided, however, that if a Lien is reinstated securing obligations under the Credit Facility on any or all of the Credit Facility Collateral upon which the Lien securing Obligations has been released pursuant to time this clause (4), then the Lien securing the Note Obligations on such Credit Facility Collateral will also be deemed reinstated on the same basis (including as to priority) that it was immediately prior to the release; (5) as to property that constitutes all or substantially all of the Collateral securing the Note Obligations, with the consent of the Holders of 75% of the aggregate principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes); or (6) in whole or in part, in accordance with the applicable provisions of the Collateral Documents, including the Intercreditor Agreements or as provided herebyAgreement. The Borrower and the Guarantors shall be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term Loans, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, under one or more of the following circumstances: (i) to enable the Borrower or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereof; (ii) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty 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 interest are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence Upon receipt of an Event Officers’ Certificate and an Opinion of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent Counsel certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement Indenture and the Collateral Documents, if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerCompany, the Administrative Agent Trustee shall, or shall cause the Collateral AgentAgent to, to execute, deliver or acknowledge (at the BorrowerCompany’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Documents or the Intercreditor AgreementsDocuments. Neither the Administrative Agent Trustee nor the Collateral Agent shall be liable for any such release executed undertaken in accordance good faith in reliance upon any such Officers’ Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document to the contrary, the Trustee and 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 Officers’ Certificate and Opinion of Counsel. (b) To the extent applicable, the Company shall cause TIA §313(b), relating to reports, and TIA §314(d), relating to the release of property or securities or relating to the substitution therefore of any property or securities to be subjected to the Lien created by the Collateral 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 shall be an independent engineer, appraiser or other expert reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary in this Section 11.03, the Company shall 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 terms of TIA §314(d) and/or any interpretation or guidance as to the meaning thereof of the Commission and its staff, including “no action” letters or exemptive orders, all or any portion of TIA §314(d) is inapplicable to released Collateral. (c) To the extent applicable, the Company shall furnish to the Trustee and the Collateral Agent, prior to each proposed release of Collateral pursuant to the Collateral Documents: (i) all documents required by TIA §314(d); and (ii) an Opinion of Counsel to the effect that such accompanying documents constitute all documents required by TIA §314(d). (d) The release of any Collateral from the terms of the Collateral Documents, or the release, in whole or in part, of the Liens created by the Collateral Documents, will not be deemed to impair the security under this Indenture in contravention of the provisions hereof and of the Collateral Documents if and to the extent that the Collateral is released pursuant to this Indenture and the Collateral Documents, including the Intercreditor Agreement. In connection with the terms hereofrelease of Collateral, the Trustee shall determine whether it has received all documentation required by TIA §314(d) to permit such release.

Release of Collateral. (a) Subject to Sections 12.03(bsubsections (b) and 12.04 hereof(c) of this Section 11.03, Collateral may be released from the Lien and security interest created by the Collateral Security Documents at any time or from time to time in accordance with the provisions of the Collateral Security Documents, the Intercreditor Agreements Agreement or as provided hereby. The Borrower Upon the request of the Issuers pursuant to an Officers’ Certificate certifying that all conditions precedent hereunder have been met, the Issuers and the Guarantors shall will be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term LoansNotes, and the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) shall release, or instruct the Notes Collateral Agent to release, as applicable, release the same from such Liens at the Borrower’s Issuers’ sole cost and expense, under one or more of the following circumstances: (i1) if all other Liens on such property or assets securing First-Priority Lien Obligations (including all commitments and letters of credit thereunder) are released and there are no outstanding Receivables Financings (or commitments therefor); provided, however, that if (x) the Issuers or any Guarantor subsequently incurs First-Priority Lien Obligations that are secured by liens on property or assets of the Issuers or any Guarantor of the type constituting the Collateral and the related Liens are incurred in reliance on clause (8) of the definition of Permitted Liens or (y) Holdings or any of its Restricted Subsidiaries subsequently enter into any Receivables Financing, then Holdings and its Restricted Subsidiaries will be required to reinstitute the security arrangement with respect to the Collateral in favor of the Notes, which, in the case of any such subsequent First-Priority Lien Obligations, will be second-priority Liens on the Collateral securing such First-Priority Lien Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such First-Priority Lien Obligations, with the second-priority Lien held either by the administrative agent, collateral agent or other representative for such First-Priority Lien Obligations or by a collateral agent or other representative designated by Holdings to hold the second-priority Liens for the benefit of the Holders of the Notes and subject to an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and powers as afforded under the Intercreditor Agreement; (2) to enable the Borrower Issuers or any Guarantor Restricted Subsidiary to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited as permitted under Section 7.05 hereof4.06; (ii3) in the case of a Guarantor that is released from its Guaranty Guarantee with respect to all of the ObligationsNotes, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv4) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all 9 of the Term Loans have been satisfied and discharged pursuant to Article X hereofthis Indenture; or (vi5) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty 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 interest are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on Fixed Rate Notes have been defeased pursuant to Section 8.01 and no Floating Rate Notes remain outstanding. Notwithstanding the ABL Collateral are released by the ABL Agent (unlessforegoing, at the time of such release of such first-priority liens, if an Event of Default shall have occurred under the Indenture exists on the date on which the First-Priority Lien Obligations are repaid in full and be continuing under this Agreementterminated (including all commitments and letters of credit thereunder). Notwithstanding the existence of an Event of Default, the second-priority lien Liens on the ABL Collateral securing the Senior Notes shall also terminate and will not be released automatically released, except to the extent the firstCollateral or any portion thereof was disposed of in order to repay the First-priority liens on the ABL Collateral are released Priority Lien Obligations secured by the ABL Agent in connection with a saleCollateral, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with and thereafter the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by Trustee (acting at the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number direction of the holders of a majority of outstanding principal amount of the Lenders at Notes) will have the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or right to direct the Intercreditor Agent to foreclose upon the Collateral Documents and (ii) but in such event, the Borrower has delivered an Officer’s Certificate to Liens on the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall Notes will be released when such Event of Default and all other Events of Default under this Agreement the Indenture cease to exist. (c) ). Upon satisfaction receipt of all conditions precedent under this Agreement and the Collateral Documents, if any, to such release have been met Officers’ Certificate and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerIssuers, the Administrative Collateral Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Security Documents or the Intercreditor Agreements. Neither Agreement. (b) Except as otherwise provided in the Administrative Agent nor Intercreditor Agreement, no Collateral may be released from the Lien and security interest created by the Security Documents unless the Officers’ Certificate required by this Section 11.03, dated not more than five days prior to the date of the application for such release, has been delivered to the Collateral Agent shall and the Trustee (if the Trustee is not then the Collateral Agent). (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 (if not then the Collateral Agent) 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 liable for any such release executed effective as against the Holders, except as otherwise provided in accordance with the terms hereofIntercreditor Agreement.

Release of Collateral. (a) Subject to Sections 12.03(bsubsections (b) and 12.04 hereof(c) of this Section 11.03, Collateral may be released from the Lien and security interest created by the Collateral Security Documents at any time or from time to time in accordance with the provisions of the Collateral Security Documents, the Intercreditor Agreements Agreement or as provided hereby. The Borrower Upon the request of the Issuers pursuant to an Officers’ Certificate certifying that all conditions precedent hereunder have been met, the Issuers and the Guarantors shall will be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term LoansNotes, and the Collateral Agent and the Trustee (if the Trustee is not then the Collateral Agent) shall release, or instruct the Notes Collateral Agent to release, as applicable, release the same from such Liens at the Borrower’s Issuers’ sole cost and expense, under one or more of the following circumstances: (i1) if all other Liens on such property or assets securing First-Priority Lien Obligations (including all commitments and letters of credit thereunder) are released and there are no outstanding Receivables Financings (or commitments therefor); provided, however, that if (x) the Issuers or any Guarantor subsequently incurs First-Priority Lien Obligations that are secured by liens on property or assets of the Issuers or any Guarantor of the type constituting the Collateral and the related Liens are incurred in reliance on clause (8) of the definition of Permitted Liens or (y) Holdings or any of its Restricted Subsidiaries subsequently enter into any Receivables Financing, then Holdings and its Restricted Subsidiaries will be required to reinstitute the security arrangement with respect to the Collateral in favor of the Notes, which, in the case of any such subsequent First-Priority Lien Obligations, will be second-priority Liens on the Collateral securing such First-Priority Lien Obligations to the same extent provided by the Security Documents and on the terms and conditions of the security documents relating to such First-Priority Lien Obligations, with the second-priority Lien held either by the administrative agent, collateral agent or other representative for such First-Priority Lien Obligations or by a collateral agent or other representative designated by Holdings to hold the second-priority Liens for the benefit of the Holders of the Notes and subject to an intercreditor agreement that provides the administrative agent or collateral agent substantially the same rights and powers as afforded under the Intercreditor Agreement; (2) to enable the Borrower Issuers or any Guarantor Restricted Subsidiary to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited as permitted under Section 7.05 hereof4.06; (ii3) in the case of a Guarantor that is released from its Guaranty Guarantee with respect to all of the ObligationsNotes, the release of the property and assets of such Guarantor; (iii4) if the Fixed Rate Notes have been defeased pursuant to the extent property is subject to a lease, upon termination of the leaseSection 8.01 and no Floating Rate Notes remain outstanding; (iv5) in the case of a Guarantor making a Permitted Transfer to any Restricted Subsidiary of Holdings; provided that such Permitted Transfer is permitted by clause (y) of the last paragraph of Article 5; or (6) pursuant to an amendment or waiver in accordance with Article X hereof; (v) 9 of this Indenture. Notwithstanding the foregoing, if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty 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 interest are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred under the Indenture exists on the date on which the First-Priority Lien Obligations are repaid in full and be continuing under this Agreementterminated (including all commitments and letters of credit thereunder). Notwithstanding the existence of an Event of Default, the second-priority lien Liens on the ABL Collateral securing the Senior Notes shall also terminate and will not be released automatically released, except to the extent the firstCollateral or any portion thereof was disposed of in order to repay the First-priority liens on the ABL Collateral are released Priority Lien Obligations secured by the ABL Agent in connection with a saleCollateral, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with and thereafter the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by Trustee (acting at the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number direction of the holders of a majority of outstanding principal amount of the Lenders at Notes) will have the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or right to direct the Intercreditor Agent to foreclose upon the Collateral Documents and (ii) but in such event, the Borrower has delivered an Officer’s Certificate to Liens on the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall Notes will be released when such Event of Default and all other Events of Default under this Agreement the Indenture cease to exist. (c) ). Upon satisfaction receipt of all conditions precedent under this Agreement and the Collateral Documents, if any, to such release have been met Officers’ Certificate and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerIssuers, the Administrative Collateral Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Security Documents or the Intercreditor Agreements. Neither Agreement. (b) Except as otherwise provided in the Administrative Agent nor Intercreditor Agreement, no Collateral may be released from the Lien and security interest created by the Security Documents unless the Officers’ Certificate required by this Section 11.03, dated not more than five days prior to the date of the application for such release, has been delivered to the Collateral Agent shall and the Trustee (if the Trustee is not then the Collateral Agent). (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 (if not then the Collateral Agent) 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 liable for any such release executed effective as against the Holders, except as otherwise provided in accordance with the terms hereofIntercreditor Agreement.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 Section 10.04 hereof, Collateral may be released from the Lien and security interest created by the Collateral Security Documents at any time or from time to time in accordance with the provisions of the Collateral Security Documents, the Intercreditor Agreements Agreement or as provided hereby. The Borrower Issuer and the Guarantors shall will be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term LoansNotes, and the Collateral Agent Trustee (subject to its receipt of an Officer Certificate and Opinion of Counsel as provided below) shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the BorrowerIssuer’s sole cost and expense, under one or more of the following circumstances: (i1) to enable the Borrower Issuer or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereof4.13; (ii2) in the case of a Guarantor that is released from its Guaranty Guarantee with respect to all of the ObligationsNotes, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv3) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all 9 of the Term Loans have been satisfied and discharged pursuant to Article X hereofthis Indenture; or (vi4) upon payment in full of if the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty and the Collateral Documents with respect thereto, that are due and payable at Notes have been discharged or prior defeased pursuant to the time such principal, together with accrued and unpaid interest are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL CollateralSection 8.01 or Section 8.02. The second-priority lien on the ABL Collateral securing the Term Loans shall Notes will terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent 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 AgreementIndenture). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent Bank Collateral Agents in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement the Indenture or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent Bank Collateral Agents (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit AgreementLenders Debt). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority The liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans Notes that otherwise would have been released pursuant to the second first sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall paragraph will be released when such Event of Default and all other Events of Default under this Agreement Indenture cease to exist. (c) . Upon satisfaction receipt of an Officers’ Certificate and an Opinion of Counsel certifying that all conditions precedent under this Agreement the Indenture and the Collateral DocumentsSecurity Documents (and TIA Section 314(d)), if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerIssuer, the Administrative Agent Trustee shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the BorrowerIssuer’s expense) such instruments or releases re- leases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Security Documents or the Intercreditor AgreementsAgreement. Neither the Administrative Agent Trustee nor the Collateral Agent shall be liable for any such release executed undertaken in accordance with good faith in reliance upon any such Officer Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Security Document to the terms hereofcontrary, the Trustee and 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 Certificate and Opinion of Counsel.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral may be released from the Lien and security interest created by the Collateral Documents at any time or and from time to time in accordance with the provisions of the Collateral Documents, the Intercreditor Agreements or as provided herebyand this Indenture. The Borrower Notwithstanding anything to the contrary in the Collateral Documents, the Intercreditor Agreements and this Indenture, the Guarantors shall be entitled to a release of property and other assets included in of the Issuer and the Guarantors constituting Collateral shall be automatically released from the Liens securing the Term Loans, Notes and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, Obligations under any one or more of the following circumstances: (i1) as to enable the Borrower or Collateral of any Guarantor to selland/or the pledged Capital Stock of such Guarantor, exchange such Collateral and/or Capital Stock shall be released upon a sale, exchange, transfer or otherwise dispose other disposition (including by way of merger, amalgamation, consolidation, dividend distribution or otherwise) of the Capital Stock of any Subsidiary Guarantor or the sale, exchange, transfer or other disposition, of all or substantially all of the Collateral assets of any Subsidiary Guarantor to a Person other than to the extent Issuer or another Guarantor, in each case, so long as such sale, transfer or other disposition is not prohibited under by Section 7.05 hereof3.5; (ii2) 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 Guaranty with respect to all guarantee of other Indebtedness of the ObligationsIssuer or a Guarantor pursuant to Section 3.9, the including a release as a result of the property 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); (iii4) 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 is subject leased to the Issuer or a leaseGuarantor, upon the termination or expiration of the such lease; (iv6) pursuant with respect to any Collateral that is or becomes an amendment Excluded Asset or waiver in accordance with Article X hereofthat is or becomes subject to certain Permitted Liens; (v7) if all of as described in the Term Loans have been satisfied and discharged pursuant to Article X hereofsecond paragraph under Section 3.7; orand (vi8) upon the occurrence of Investment Grade Status; provided that the Liens shall be reinstated upon the Reversion Date. (b) The first priority Liens on the Collateral securing the Notes and the Guarantees shall 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 Collateral Agent (except with respect to the proceeds of such sale, transfer or disposition). (c) The 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, all of the Term Loans Notes and all other Obligations related thereto (other than contingent indemnity obligations for which no demand has been made) under this AgreementIndenture, the Guaranty 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 interest interest, are paid, or (ii) a Legal Defeasance or Covenant Defeasance under this Indenture as described under Section 8.2 and Section 8.3 hereof or a discharge of this Indenture as described under Section 11.1 hereof. (bd) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with With respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all Collateral, upon receipt of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying stating that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement Indenture, the Collateral Documents and the Collateral DocumentsPari Passu Intercreditor Agreement, if anyas applicable, to such release have been met and that it is permitted for the Trustee and/or 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 or release reasonably requested by and prepared by the BorrowerIssuer, the Administrative Trustee and the Collateral Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the BorrowerIssuer’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement 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 Administrative Agent Trustee nor the Collateral Agent shall be liable for any such release executed undertaken in accordance with reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in any Collateral Document or in the terms hereofPari Passu Intercreditor Agreement (if any) or any Acceptable Intercreditor Agreement to the contrary, the Trustee and the 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, upon which it shall be entitled to conclusively rely. (e) The Issuer and the Guarantors shall not enter into any agreement that requires the proceeds received from any sale of Collateral 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) Subject to Sections 12.03(b) and 12.04 hereofSection 13.03(b), Collateral the Liens securing the Notes 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 Notes Collateral Documents, the Intercreditor Agreements or as provided hereby. The Borrower and this Indenture, and, notwithstanding anything to the Guarantors shall contrary in any Notes Document, will be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term Loansautomatically released, and the Collateral Agent 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 releaseexecute, as applicable, the same from such Liens at the BorrowerIssuer’s sole cost and expense, under one or more of the following circumstances: (1) in whole upon: (i) to enable the Borrower or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereof; (ii) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans Notes and all other Notes Obligations related thereto (other than contingent indemnity obligations for which no demand has been made) under this AgreementIndenture, the Guaranty Guarantees under this Indenture, the Notes and the Notes Collateral Documents with respect thereto, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest are interest, is paid.; (bii) Subject all then outstanding Notes being cancelled in full by the Trustee pursuant to the provisions contained terms of this Indenture; (iii) satisfaction and discharge of this Indenture as set forth under Article 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 Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full consent of Holders of the ABL Credit Agreement and the release Notes in accordance with Article 9 of this Indenture; or (3) in part, as to any asset constituting Collateral: (i) that is sold or otherwise disposed of (I) by the ABL Agent of Issuer or any Guarantor to any Person that is not the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released Issuer or a Guarantor in a transaction not prohibited by the ABL Agent (unless, this Indenture at the time of such release transfer or disposition, including, without limitation, as a result of such first-priority liens, 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 shall have has occurred and be is continuing under this Agreementthe Notes Documents at the time of such sale or disposition). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released if such sale or disposition either (x) is then not prohibited by the ABL Agent in connection with a sale, transfer Notes Documents or disposition of ABL Collateral that is either not prohibited under this Agreement or (y) occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral)Collateral (including, no release in connection with any liquidation of the second-priority liens on ABL Collateral consented to by the ABL Collateral Agent); provided that such Lien securing the Term Loans Notes and the Guarantees shall be made unless remain in place with respect to any proceeds of a sale or disposition under this clause (iII) consent to such release that remain after the associated discharge of ABL Obligations; (ii) that is owned or at any time acquired by a Guarantor that has been given by released from its Guarantee, concurrently with the requisite percentage or number release of the holders of the Lenders at the time outstandingsuch Guarantee, in accordance with Section 10.01 hereof10.06; (iii) in the case of Collateral comprised of property leased to the Issuer or a Guarantor, as provided for upon termination or expiration of such lease; (iv) 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 Agreement Indenture; (v) that becomes an “Excluded Asset” or that becomes subject to certain Permitted Liens; (vi) in respect of the property and assets of a Subsidiary Guarantor, upon the designation of such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions of this Indenture; (vii) 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; (iib) the Borrower has delivered With respect to any release of Collateral, upon receipt of an Officer’s Certificate to the Collateral Agent certifying and an Opinion of Counsel each stating that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement Indenture and the Notes Collateral DocumentsDocuments and the Intercreditor Agreements, if anyas 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 satisfaction, discharge or release prepared by the BorrowerIssuer, the Administrative Agent Trustee shall, or shall cause the Notes Collateral AgentAgent to, to execute, deliver or acknowledge (at the BorrowerIssuer’s expense) such instruments or releases to evidence the release and discharge of any Collateral permitted to be released pursuant to this Agreement Indenture or the Notes Collateral Documents or the Intercreditor Agreements. Neither the Administrative Agent Trustee nor the Notes Collateral Agent shall be liable for any such release executed undertaken in accordance with 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 terms hereofIntercreditor 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) Subject to Sections 12.03(b10.03(b) and 12.04 10.04 hereof, Collateral 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, the Intercreditor Agreements or as provided hereby. The Borrower Company and the Guarantors shall will be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term LoansNotes, and the Collateral Agent Trustee (subject to its receipt of an Officer Certificate and Opinion of Counsel as provided below) shall release, or instruct the Notes Notes/Term Collateral Agent to release, as applicable, the same from such Liens at the BorrowerCompany’s sole cost and expense, under one or more of the following circumstances: (i1) to enable the Borrower Company or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 4.10 hereof; (ii2) in the case of a Guarantor that is released from its Guaranty Guarantee with respect to all of the ObligationsNotes, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv3) pursuant to an amendment or waiver in accordance with Article X 9 hereof; (v4) if all of the Term Loans Notes have been satisfied and defeased pursuant to Article 8 hereof or discharged pursuant to Article X 13 hereof; or (vi5) upon payment in full of the principal of, together with accrued and unpaid interest (including Additional Interest, if any) on, all of the Term Loans Notes and all other Obligations related thereto under this AgreementIndenture, the Guaranty 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 interest (including Additional Interest, if any) are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans Series A-1 Notes and the Series A-2 Debt shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement Facility and the release by the ABL Collateral Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans Series A-1 Notes and the Series A-2 Debt shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Collateral Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this AgreementIndenture). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Series A-1 Notes and the Series A-2 Debt shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Collateral Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement Indenture and the Series A-2 Debt or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Collateral Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit AgreementLenders Debt). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority The liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by Series A-1 Notes and the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans Series A-2 Debt that otherwise would have been released pursuant to the second sentence of this clause (b) paragraph but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement Indenture and the Series A-2 Debt cease to exist. (c) Upon satisfaction receipt of an Officer’s Certificate and an Opinion of Counsel certifying that all conditions precedent under this Agreement Indenture and the Collateral DocumentsDocuments (and Section 314(d) of the Trust Indenture Act), if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerCompany, the Administrative Agent Trustee shall, or shall cause the Notes/Term Collateral Agent, to execute, deliver or acknowledge (at the BorrowerCompany’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Documents or the Intercreditor Agreements. Neither the Administrative Agent Trustee nor the Notes/Term Collateral Agent shall be liable for any such release executed undertaken in accordance with good faith in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document to the terms hereofcontrary, the Trustee and Notes/Term 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 and Opinion of Counsel.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral may be released from the Lien and security interest created by the Collateral Security Documents at any time or and from time to time with respect to the Notes in accordance with the provisions of the Collateral DocumentsSecurity Documents and this Indenture. Notwithstanding anything to the contrary in the Security Documents and this Indenture, the Intercreditor Agreements or as provided hereby. The Borrower Issuer and the Guarantors shall will be entitled to a the release of property and other assets included in the constituting Collateral from the Liens securing the Term Loans, Notes and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, Obligations under any one or more of the following circumstances: (i1) to enable the Borrower Issuer or any Guarantor to sellconsummate the sale, exchange transfer or otherwise dispose other disposition of any of the Collateral such property or assets to the extent not prohibited under Section 7.05 4.10 hereof; (ii2) in the case of a Guarantor that is released from its Guaranty Note Guarantee with respect to all the Notes pursuant to the terms of the Obligations, the release of this Indenture with respect to the property and other assets of such Guarantor, upon the release of such Guarantor from such Note Guarantee; (iii3) with respect to Collateral that is Capital Stock, upon (i) the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture or (ii) upon the designation by Issuer of the issuer of that Capital Stock as an Unrestricted Subsidiary; (4) with respect to any Collateral that becomes an “Excluded Asset”, upon it becoming an Excluded Asset; (5) upon the occurrence of an Investment Grade Event; (6) in accordance with Section 4.12(b); (7) (i) to the extent property is subject to the Liens on the Collateral securing the First-Out Senior Credit Facilities Indebtedness are released at the direction of the First-Out Bank Representative in compliance with the terms of the Senior Credit Facilities (other than any release by, or as a leaseresult of, payment of such Indebtedness), upon termination the release of such Liens or (ii) to the extent the Liens on the Collateral securing the Second-Out Senior Credit Facilities Indebtedness are released as a result of a release in accordance with the terms of the leaseNew Credit Agreement (other than a release by, or as a result of, payment of such Indebtedness), upon the release of such Liens; (iv8) in connection with any enforcement action taken by the Collateral Trustee (acting at the direction of the Controlling Representative) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all the terms of the Term Loans have been satisfied and discharged pursuant to Article X hereofCollateral Trust Agreement; or (vi9) pursuant to Article 9 hereof. (b) The Liens on the Collateral securing the Notes and the related Note Guarantees also will be terminated and released: (1) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans Notes and all other Obligations related thereto with respect to the Notes under this AgreementIndenture, the Guaranty related Note Guarantees and the Collateral Security Documents with respect thereto, to the Notes that are due and payable at or prior to the time such principal, together with accrued and unpaid interest interest, are paid.; (b2) Subject upon a Legal Defeasance or Covenant Defeasance under this Indenture pursuant to Sections 8.02 and 8.03, respectively, or a satisfaction and discharge of this Indenture pursuant to Section 11.01; or (3) pursuant to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement Agreements and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except Security Documents with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to existNotes. (c) Upon satisfaction Any Lien on any Collateral may be released or subordinated to the holder of any Lien on such Collateral securing any Financing Lease Obligations or any Lien on such Collateral that is permitted by clause (16) of the definition of “Permitted Liens” to the extent required by the terms of the Obligations secured by such Liens. (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 Agreement Indenture and the Collateral Security Documents, if anyas applicable, to such release have been met and that it is permitted for the Trustee or the Collateral Trustee to execute and deliver the documents requested by the Issuer in connection with such release and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerIssuer, the Administrative Agent Trustee and the Collateral Trustee shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the BorrowerIssuer’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or Indenture, the Collateral Security Documents or the Intercreditor Agreements. Neither the Administrative Agent Trustee nor the Collateral Agent Trustee shall be liable for any such release executed undertaken in accordance with reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Security Document to the terms hereofcontrary, the Trustee and the Collateral 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 or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral 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, the Intercreditor Agreements or as provided hereby. The Borrower Company and the Guarantors shall will be entitled to a the release of property and other assets included in the constituting Collateral from the Liens securing the Term Loans, Notes and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, Note Obligations under any one or more of the following circumstances, upon the occurrence of which, such release shall be automatic: (i1) to enable the Borrower Company and/or one or any Guarantor more Guarantors to sellconsummate the sale, exchange transfer or otherwise dispose other disposition (including by the termination of any capital leases or the repossession of the Collateral leased property in a capital lease by the lessor) of such property or assets (to a Person that is not the Company or a Subsidiary of the Company) to the extent not prohibited permitted by Section 3.5 and under Section 7.05 hereofthe Notes Collateral Documents; (ii2) in the case of a Guarantor that is released from its Guaranty Guarantee with respect to all the Notes pursuant to the terms of the Obligationsthis Indenture, the release of the property and assets of such Guarantor; (iii3) to the extent property is subject to release of Excess Collateral Proceeds or Excess Proceeds that remain unexpended after the conclusion of an Asset Disposition Offer or a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver Collateral Asset Disposition Offer conducted in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereofthis Indenture; or (vi4) as described under Article IX. (b) The Liens on all or part of the Collateral securing the Notes and the Guarantees also will be automatically released: (1) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans Notes and all other Note Obligations related thereto (other than any Contingent Obligations not due and owing) under this AgreementIndenture, the Guaranty Guarantees and the Notes Collateral Documents with respect thereto, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest interest, are paid.; (b2) Subject upon a Legal Defeasance or Covenant Defeasance under this Indenture as described under 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 provisions contained Notes Collateral Documents or the Intercreditor Agreement described above; (4) in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full case of the ABL Credit Agreement and the release by the ABL Agent effectiveness of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent any written consent in connection conformity with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except Section 9.2 hereof with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL security interest in any Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and Indenture; or (ii5) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist[reserved]. (c) Upon satisfaction [reserved]. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate stating that all conditions precedent under this Agreement Indenture, the Notes Collateral Documents and the Collateral DocumentsIntercreditor Agreement, if anyas applicable, to such release have been met and that it is permitted for the Trustee and/or Secured 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 or release prepared by the BorrowerIssuer, the Administrative Trustee and the Secured Notes Collateral Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the BorrowerIssuer’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Notes Collateral Documents or the Intercreditor AgreementsAgreement and shall do or cause to be done (at the Issuer’s expense) all acts reasonably requested of them to release such Lien as soon as is reasonably practicable. Neither the Administrative Agent Trustee nor the Secured Notes Collateral Agent shall be liable for any such release executed undertaken in accordance reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in any Notes Document or in the Intercreditor Agreement to the contrary, the Trustee and the Secured 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, upon which it shall be entitled to conclusively rely. For the avoidance of doubt, no Opinion of Counsel shall be required to be provided in connection with any such release of Collateral. (e) For the terms hereofavoidance of doubt, to the extent the Collateral secures any Senior Debt Obligations, no release of Liens over such Collateral securing such Senior Debt Obligations shall cause the release of any Liens over such Collateral securing the Note Obligations.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral may be released from During the Lien and security interest created by the Collateral Documents at any time or from time to time in accordance with the provisions term of the Collateral Documents, the Intercreditor Agreements or as provided hereby. The Borrower and the Guarantors shall be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term Loans, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, under one or more of the following circumstances: (i) to enable the Borrower or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereof; (ii) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty 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 interest are paid.shall be released only as follows: (ba) Subject to From the provisions contained in Determination Date through the Intercreditor AgreementsTermination Date, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an so long as no Event of Default shall have occurred and be continuing continuing, the Collateral Agent shall (i) release to the Pledgor for sale or otherwise, or (ii) sell in accordance with the instructions of the Pledgor, in either case promptly upon Pledgor's written request, all or any portion of the Collateral that constitutes Covered Shares; provided that, in the case of -------- any release pursuant to clause (i) of this subsection, Pledgor shall simultaneously deposit or cause to be deposited into the Cash Collateral Account (as defined below), and in the case of any sale by the Collateral Agent pursuant to clause (ii) of this subsection, the Collateral Agent shall deposit into the Cash Collateral Account out of the proceeds of such sale, in cash, an amount equal to the product of (A) the Per Share Settlement Amount times (B) the number of Covered Shares so sold or ----- released. (b) On the Settlement Date, the Collateral Agent shall pay, by wire transfer of immediately available funds, the Aggregate Settlement Amount owing to each registered Holder of a SAR under this Agreement). Notwithstanding the existence of applicable SAR Agreement pursuant to instructions, which shall include the Aggregate Settlement Amount and wire transfer instructions for such Holder, certified in writing to the Collateral Agent two business days prior to the Settlement Date by the Company, or, during an Event of Default, the registered Holder of a SAR. Payments of the Aggregate Settlement Amount pursuant to this Section 7(b) shall be made first, from amounts on deposit in the Cash Collateral ----- Account at the end of the business day preceding the Settlement Date, including cash, if any, that Pledgor has deposited in the Cash Collateral Account to enable the payment of Aggregate Settlement Amounts hereunder, and second-priority lien on , from the ABL Collateral securing proceeds of the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released sale by the ABL Collateral Agent, at the ------ instruction of the Pledgor or, during an Event of Default, the Required Secured Parties, of such amount of Pledged Securities as shall be required to enable the Collateral Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with to pay the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except Aggregate Settlement Amount for each registered Holder with respect to any proceeds whom the Collateral Agent has received the certification described in the first sentence of such sale, transfer or disposition that remain after satisfaction this Section 7(b). Any amounts realized from a sale of Pledged Securities in full excess of the obligations under amount required to pay the ABL Credit Agreement). Notwithstanding Aggregate Settlement Amounts owing on the foregoing, Settlement Date and any other Secured Obligations hereunder shall be deposited in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Cash Collateral (other than in connection with a foreclosure upon or other exercise of rights Account and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, distributed in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist7(c). (c) Upon satisfaction On the first business day following the date all obligations of all conditions precedent the Pledgor under the SARs shall have been satisfied or discharged in full (the "Termination Date"), the lien and security interest created by this Agreement on and in the Collateral shall automatically be released, and the entire Collateral, including without limitation all amounts in the Cash Collateral DocumentsAccount, if anyshall be returned to the Pledgor on or promptly following such date, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Administrative Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Collateral Documents or the Intercreditor Agreements. Neither the Administrative Agent nor the Collateral Agent shall be liable for any execute and deliver such agreements, termination statements or other documents or filings as the Pledgor shall reasonably request to evidence or effect the release executed in accordance with the terms hereofof such lien and security interest.

Release of Collateral. (a) Subject Upon (i) any incurrence of Debt permitted by Section 5.2(b)(v), (ii) any sale of an asset permitted by Section 5.2(e)(v) or (iii) any prepayment of a Mortgage Loan (and, in connection with any such prepayment, subject to Sections 12.03(b) the Borrower's delivery to the Lenders of a Collateral Valuation Certificate, duly executed by an Authorized Officer and 12.04 hereofshowing a ratio of the Collateral Value to the Aggregate Commitment of at least 1.82 to 1.00 after reflecting the release of Collateral in connection therewith referred to below), the Administrative Agent will execute and deliver to the Borrower, as promptly as practicable and at the Borrower's expense, such documents as the Borrower reasonably requests to evidence the release of any item of Collateral 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 favor of the Collateral DocumentsAdministrative Agent, the Intercreditor Agreements or as provided hereby. The Borrower and the Guarantors shall be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term Loans, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, under one or more of the following circumstances: (i) to enable the Borrower or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereof; (ii) in the case required to enable such incurrence of Debt, sale of an asset or prepayment of a Guarantor that is released from its Guaranty with respect Mortgage Loan to all of the Obligations, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty 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 interest are paidoccur. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless If (i) consent the Aggregate Commitment is reduced to such release has been given by the requisite percentage $100,000,000 or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents less and (ii) the Borrower has delivered an Officer’s Certificate delivers to the Lenders a Collateral Agent certifying that all such consents have been obtained. The second priority Liens in Valuation Certificate, duly executed by an Authorized Officer and showing a ratio of the ABL Collateral securing the Term Loans that otherwise would have been released pursuant Value to the second sentence Aggregate Commitment of this clause (b) but for at least 1.82 to 1.00 after reflecting the occurrence release of REMIC Certificates referred to below, the Administrative Agent will execute and continuation deliver to the Borrower, as promptly as practicable and at the Borrower's expense, such documents as the Borrower reasonably requests to evidence the release of an Event all REMIC Certificates from the Lien thereon in favor of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to existthe Administrative Agent. (c) Upon satisfaction If (i) the Aggregate Commitment is reduced to $60,000,000 or less and (ii) the Borrower delivers to the Lenders a Collateral Valuation Certificate, duly executed by an Authorized Officer and showing a ratio of all conditions precedent under this Agreement and the Collateral DocumentsValue to the Aggregate Commitment of at least 1.82 to 1.00 after reflecting the release of Mortgage Loans, if any, Mortgage Notes and Mortgages referred to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the Borrowerbelow, the Administrative Agent shallwill execute and deliver to the Borrower, or shall cause the Collateral Agent, to execute, deliver or acknowledge (as promptly as practicable and at the Borrower’s 's expense) , such instruments or releases documents as the Borrower reasonably requests to evidence the release of any Collateral permitted to be released pursuant to this Agreement or all Mortgage Loans, Mortgage Notes and Mortgages from the Collateral Documents or the Intercreditor Agreements. Neither Lien thereon in favor of the Administrative Agent nor the Collateral Agent shall be liable for any such release executed in accordance with the terms hereofAgent.

Release of Collateral. (a) Subject to Sections 12.03(bSection 11.03(b) and 12.04 11.04 hereof, Collateral may be released from the Lien and security interest created by the Collateral Security Documents at any time or from time to time in accordance with the provisions of the Collateral Security Documents, the Intercreditor Agreements Agreement or as provided hereby. The Borrower Company and the Guarantors shall will be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term LoansNotes, and the Collateral Agent Trustee shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the BorrowerCompany’s sole cost and expense, under one or more of the following circumstances: (i1) to enable the Borrower Company and the Guarantors to consummate the sale, transfer, lease or any Guarantor to sell, exchange other disposition of such property or otherwise dispose of any of the Collateral assets to the extent not prohibited under Section 7.05 hereof4.06; (ii2) in the case of a Guarantor that is released from its Guaranty Guarantee with respect to all of the ObligationsNotes, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv3) pursuant to an amendment or waiver in accordance with Article X hereof;9 of this Indenture; or (v4) if all of the Term Loans Notes have been satisfied and defeased or this Indenture has been discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty 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 interest are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-8. The junior priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall Notes will terminate and be released automatically if the first-senior priority liens on the ABL Collateral are released by the ABL Bank Collateral Agent (unlesseven if, at the time of such release of such first-senior priority liens, an Event of Default shall have occurred and be continuing under this AgreementIndenture). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent including, without limitation, in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement (i) effected by the Company or any Guarantor to the extent permitted by the ABL Facility or otherwise permitted with the consent of, or at the direction of, the Bank Collateral Agent or (ii) occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Bank Collateral Agent (except except, in each case, with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit AgreementLenders Debt). Notwithstanding the foregoing, in the event Upon receipt of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent and an Opinion of Counsel certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement Indenture and the Collateral Security Documents, if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerCompany, the Administrative Notes Collateral Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the BorrowerCompany’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Security Documents or the Intercreditor Agreements. Neither Agreement. (b) At any time when a Default or Event of Default has occurred and is continuing and the Administrative Agent nor maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee (if not then the Notes Collateral Agent shall Agent) has delivered a notice of acceleration to the Notes Collateral Agent, no release of Collateral pursuant to the provisions of this Indenture or the Security Documents will be liable for any such release executed effective as against the Holders, except as otherwise provided in accordance with this Indenture, the terms hereofSecurity Documents or the Intercreditor Agreement.

Release of Collateral. (a) Subject to Sections 12.03(bExcept as otherwise provided in subsections (b) and 12.04 hereof(c) of this Section 2.09, Collateral may be released Section 11.01 hereof and the terms of the Basic Documents, the Indenture Trustee shall release property from the Lien lien of this Indenture only upon receipt of an Issuer Request accompanied by an Officer's Certificate, an Opinion of Counsel and security interest created by the Collateral Documents at any time or from time to time Independent Certificates in accordance with the provisions TIA Sections 314(c) and 314(d)(l) or an Opinion of the Collateral Documents, the Intercreditor Agreements or as provided hereby. The Borrower and the Guarantors shall be entitled to a release Counsel in lieu of property and other assets included in the Collateral from the Liens securing the Term Loans, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, under one or more of the following circumstances: (i) to enable the Borrower or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral Independent Certificates to the extent effect that the TIA does not prohibited under Section 7.05 hereof; (ii) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of require any such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty 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 interest are paidIndependent Certificates. (b) Subject The Servicer, on behalf of the Issuer, shall be entitled to obtain a release from the provisions contained lien of this Indenture for any Home Loan and the related Mortgaged Property at any time (i) after a payment by the Transferor or the Issuer of the 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 and the deposit of all recoveries thereon in the Intercreditor AgreementsCollection Account, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding or (iv) upon the termination and repayment of a Home Loan (due to, among other causes, a prepayment in full of the ABL Credit Agreement Home Loan and sale or other disposition of the related Mortgaged Property), if the Issuer delivers to the Indenture Trustee an Issuer Request (A) identifying the Home Loan and the related Mortgaged Property to be released, (B) requesting the release by thereof, (C) setting forth the ABL Agent amount deposited in the Collection Account with respect thereto, and (D) certifying that the amount deposited in the Collection Account (x) equals the Purchase Price of the first-priority liens on Home Loan, in the ABL Collateral. The second-priority event a Home Loan and the related Mortgaged Property are being released from the lien on of this Indenture pursuant to item (i) above, (y) equals the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically Substitution Adjustment related to the extent Qualified Substitute Home Loan and the first-priority liens on Deleted Home Loan released from the ABL Collateral are released by lien of the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or 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, such ABL Collateral by the ABL Agent (except Recoveries received with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of Home Loan and the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, related Mortgaged Property in the event of a release from the lien of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released Indenture pursuant to the second sentence of this clause items (biii) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to existor (iv) above. (c) Upon satisfaction of all conditions precedent under this Agreement and the Collateral DocumentsThe Indenture Trustee shall, if anyrequested by the Servicer, temporarily release or cause the Custodian temporarily to such release to the Servicer the Indenture Trustee's Home Loan File pursuant to the provisions of Section 7.02 of the Sale and Servicing Agreement upon compliance by the Servicer with the provisions thereof; provided, however, that the Indenture Trustee's Home Loan File shall have been met and any necessary or proper instruments of termination, satisfaction or release prepared by stamped to signify the Borrower, Issuer's pledge to the Administrative Agent shall, or shall cause Indenture Trustee under the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Collateral Documents or the Intercreditor Agreements. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release executed in accordance with the terms hereofIndenture.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereofSection 12.02(c), Collateral 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, the Intercreditor Agreements or as provided hereby. The Borrower and the Guarantors shall be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term LoansNotes and the Notes Obligations shall be automatically released, and the Collateral Agent Trustee shall execute documents evidencing such release, or instruct the Notes Collateral Agent in writing to releaseexecute, as applicable, the same from such Liens at the Borrower’s Issuers’ sole cost and expense, under any one or more of the following circumstances: (i1) to enable the Borrower Issuers and/or one or any Guarantor more Guarantors to sellconsummate the sale, exchange transfer or otherwise dispose other disposition (including by the termination of any capital leases or the repossession of the Collateral leased property in a capital lease by the lessor) of such property or assets (to a Person that is not an Issuer or a Subsidiary of an Issuer) to the extent not prohibited under permitted by Section 7.05 4.10 hereof; (ii2) in the case of a Guarantor that is released from its Guaranty Guarantee with respect to all the Notes pursuant to the terms of the Obligationsthis Indenture, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi3) in respect of any property and assets of the Issuers or a Guarantor that would constitute ABL Priority Collateral if at such time it is not subject to a Lien securing ABL Obligations, so long as the ABL Facility is still outstanding. (b) Subject to Section 12.02(c), the Liens on the Collateral securing the Notes and the Guarantees also shall be automatically released, and the Trustee shall execute documents evidencing such release, or instruct the Collateral Agent in writing to execute, as applicable, the same at the Issuers’ sole cost and expense, under any one or more of the following circumstances: (1) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans Notes and all other Obligations related thereto under this AgreementIndenture, the Guaranty Guarantees and the Collateral Security Documents with respect thereto, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest are paid.; (b2) Subject upon the Issuers exercising its legal defeasance option or covenant defeasance option as described under Article VIII hereof or the Issuers’ obligations under this Indenture being discharged in a manner not in violation of the terms of this Indenture, including as described under Article XI hereof; (3) pursuant to the provisions contained in Security Documents, the First Lien Intercreditor Agreements, in general the second-priority lien on Agreement or the ABL Collateral securing Intercreditor Agreement; or (4) with the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full consent of the ABL Credit Agreement and the release by the ABL Agent requisite Holders in accordance with Article IX of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unlessthis Indenture, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent including consents obtained in connection with a saletender offer or exchange offer for, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure purchase of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to existNotes. (c) Upon satisfaction With respect to any release of all conditions precedent under this Agreement and the Collateral Documents, if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerCollateral, the Administrative Agent Trustee shall, or shall cause the Collateral AgentAgent to, to execute, deliver or acknowledge (at the Borrower’s Issuers’ expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Security Documents or the Intercreditor Agreements. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release executed in accordance with the terms hereof.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral 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 terms of the Collateral DocumentsAgency Agreement relating to Pari Passu Obligations, the Intercreditor Agreements or as provided hereby. The Borrower Liens on property and assets constituting Collateral securing the Notes and the Guarantors shall Note Guarantees will be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term Loans, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, released under one or more of the following circumstances: (i1) to enable the Borrower Lien on any property or any Guarantor to sell, exchange asset will be released in connection with the disposition of such property or otherwise dispose of any of the Collateral asset to the extent such disposition is not prohibited under in violation of Section 7.05 hereof4.10(a) hereof or to the extent such property or asset was the subject of an Event of Loss; (ii2) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of Lien on the property and assets of a Grantor will be released upon the release of such Grantor from its Note Guarantee in accordance with Section 11.05 hereof; (3) the Lien on any property or asset of the Company or any other Grantor will be released to the extent such property or asset is or becomes an Excluded Asset; (4) the Lien on any property or asset of the Company or any Grantor Guarantor will be released upon the transfer of such property or asset to a Restricted Subsidiary that is not a Grantor Guarantor in a transaction that complies with Section 4.07 hereof, including pursuant to one or more clauses of the definition of Permitted Investments; provided that in the case of Equity Interests in any Subsidiary transferred to a Pledgor Guarantor, the Lien on such Equity Interests will be released only to the extent necessary in order to permit such transfer and until such Equity Interests are pledged by such Pledgor Guarantor; (iii5) to the extent Lien on the property is subject to and assets of any Grantor Guarantor will be released upon such Grantor Guarantor becoming a lease, upon termination Specified Pledgor Guarantor (except in the case of the leaseany Equity Interests in a Subsidiary constituting Collateral); (iv6) pursuant to an amendment in whole or waiver in accordance with part, as provided under Article X 9 hereof; (v7) if all with respect to the pledge of Equity Interests or other securities of any Subsidiary of the Term Loans have been satisfied Company, at any time that Rule 3-16 or any other law, rule or regulation requires or is interpreted by the SEC to require the filing with the SEC (or any other U.S. federal governmental agency) of separate financial statements of such Subsidiary due to the fact that such Subsidiary’s Equity Interests or other securities are pledged to secure the Notes or any Note Guarantee (in which case Equity Interests or other securities of such Subsidiary shall be released from the pledge); provided that this clause shall only apply to the pledge of Equity Interests of GC UK or GC Argentina or any of their respective Subsidiaries after GC UK and discharged pursuant to Article X hereofeach of its Subsidiaries or GC Argentina and each of its Subsidiaries, as applicable, has become a Grantor Guarantor; orand (vi) upon payment in full 8) the Lien on any equipment will be released if required under the laws of the principal ofrelevant jurisdiction in order to permit the removal of such equipment from such jurisdiction for purposes of repairing or refurbishing the same in the ordinary course of business, together with accrued and unpaid interest onso long as promptly upon completion of such repairs or refurbishment, all of such equipment is subjected to a fully perfected (or the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty 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 interest are paidapplicable equivalent) First Priority Lien. (b) Subject to the provisions contained in terms of the Intercreditor AgreementsCollateral Agency Agreement relating to Pari Passu Obligations, in general the second-priority lien Liens on the ABL all Collateral securing the Term Loans shall remain Notes and the Note Guarantees will be released: (1) upon payment in full force in cash and effect notwithstanding discharge of all Notes then outstanding under this Indenture and the termination full and repayment in full final payment and performance of all other Obligations of the ABL Credit Agreement Company due and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, payable under this Indenture at the time that the Notes are paid in full and discharged, whether at maturity, upon redemption or otherwise; (2) upon Legal Defeasance or Covenant Defeasance pursuant to Article 8 hereof or the satisfaction and discharge of such release this Indenture pursuant to Article 12 hereof; or (3) upon purchase or other acquisition of such first-priority liens, an Event all of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released then outstanding by the ABL Agent Company and/or its Affiliates, including without limitation in connection with a saleChange of Control Offer, transfer or disposition Asset Sale Offer, Event of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, Loss Offer or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer tender offer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to existopen market purchases. (c) Upon satisfaction of all conditions precedent under this Agreement and the Collateral Documents, if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Administrative Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Collateral Documents or the Intercreditor Agreements. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release executed in accordance with the terms hereof.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral may be released from the Lien and security interest created by the Collateral Security Documents at any time or from time to time in accordance with the provisions of the Collateral Security Documents, the Intercreditor Agreements or as provided herebyAgreement and this Indenture. The Borrower and Notwithstanding anything to the Guarantors contrary in any Security Document, the Liens on the Collateral securing the Securities shall be entitled immediately released with respect to a release the relevant Collateral under any one of property and other assets included in the Collateral from the Liens securing the Term Loans, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, under one or more of the following circumstances: : (i1) to enable the Borrower Company or any Subsidiary Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereof; 4.06; (ii2) in the case of a Subsidiary Guarantor that is released from its Guaranty Subsidiary Guarantee with respect to all of the ObligationsSecurities, the release of the property and assets of such Subsidiary Guarantor; ; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv3) pursuant to an amendment or waiver in accordance with Article X hereof; 9; (v4) pursuant to the terms of the Intercreditor Agreement; (5) if all of the Term Loans Securities have been satisfied and discharged or defeased pursuant to Article X hereof8; or or (vi6) upon the payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans Securities and all other Obligations related thereto of the Company and the Subsidiary Guarantors to the Noteholder Secured Parties under this AgreementIndenture, the Guaranty Subsidiary Guarantees, the Intercreditor Agreement and the Collateral Security Documents with respect thereto, that are then due and payable at or prior (other than contingent indemnification obligations, if any, that, pursuant to the terms of this Indenture and the Security Documents, survive the termination thereof); provided that in the case of any release in whole pursuant to clauses (1), (2) and (3) above, all amounts owing at such time such principalto the Trustee under this Indenture, together with accrued and unpaid interest are paid.the (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien Lien on the ABL Priority Collateral securing the Term Loans shall Securities and the Subsidiary Guarantees will terminate and be released automatically if the first-priority liens Liens on the ABL Priority Collateral are released by the ABL Bank Collateral Agent (unless, at the time of such release of such first-priority liensLiens, an Event of Default shall have occurred and be continuing continuing) other than (i) in connection with a Discharge of ABL Obligations under the Credit Agreement or (ii) to the extent prohibited under this Agreement)Indenture. Notwithstanding the existence of an Event of Default, the second-second- priority lien Lien on the ABL Priority Collateral securing the Senior Notes Securities and the Subsidiary Guarantees shall also terminate and be released automatically and unconditionally to the extent the first-priority liens Liens on the ABL Priority Collateral are released by the ABL Bank Collateral Agent in connection with a sale, transfer or disposition of ABL Priority Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Priority Collateral by the ABL Bank Collateral Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreementdisposition). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement and To the Collateral Documents, if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the Borrowerextent applicable, the Administrative Agent shall, or Company shall cause § 313(b) of the Collateral AgentTIA, relating to executereports, deliver or acknowledge (at and § 314(d) of the Borrower’s expense) such instruments or releases TIA, relating to evidence the release of any Collateral permitted property or securities from the Lien hereof and of the Security Documents to be released pursuant complied with. Any certificate or opinion required by TIA § 314(d) may be made by an officer or legal counsel, as applicable, of the Company except in the 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 by or reasonably satisfactory to the Trustee. Notwithstanding anything to the contrary in this Agreement Section 11.04, the Company shall not be required to comply with all or any portion of TIA § 314(d) if it reasonably determines that, under the Collateral terms of TIA § 314(d) 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 any release or series of releases of Collateral. (d) In addition, and without limiting the generality of the foregoing, the Subsidiaries of the Company may, among other things, without any release or consent by the Trustee (and without the delivery of any Officers’ Certificate or any other documents under this Indenture, except as specified in this Section 11.04, but otherwise in compliance with the covenants of this Indenture and the Security Documents), conduct ordinary course activities with respect to the Collateral, including (i) selling or otherwise disposing of, in any transaction or series of related transactions, any property subject to the Liens created by this Indenture or any of the Security Documents which has become worn out, defective or obsolete or not used or useful in the Intercreditor Agreementsbusiness; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Liens created by the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Liens created by the Security Documents which it may own or under which it may be operating; (iv) altering, repairing, (e) Starting with the fiscal year ending December 31, 2014, the Company shall deliver to the Trustee within 30 calendar days following the end of the fiscal year (or such later date as the Trustee shall agree), an Officers’ Certificate to the effect that all releases and withdrawals during the preceding fiscal year (or since the date of this Indenture, in the case of the first such certificate) in which no release or consent of the Trustee was obtained in the ordinary course of the Company’s and its Subsidiaries’ business were not prohibited by this Indenture. Neither Notwithstanding any of the Administrative Agent nor foregoing to the Collateral Agent contrary, the Trustee shall be liable for execute and deliver to the Company all documents reasonably requested to evidence any such release executed of Collateral without any representation or warranty of any kind. In addition, in accordance lieu of releasing the Liens created by any of the mortgages on Material Real Property, the Trustee or the Noteholder Collateral Agent will, at the request of the Company, to the extent necessary to facilitate future savings in connection with the terms hereofmortgage recording taxes in any state that imposes such taxes, assign such Lien to a new lender or collateral agent without any representation or warranty of any kind.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral may be released from the Lien and security interest created by the Collateral Security Documents at any time or from time to time in accordance with the provisions of the Collateral DocumentsSecurity Documents and the Intercreditor Agreements. In addition, the Intercreditor Agreements or as provided hereby. The Borrower Issuer and the Subsidiary Guarantors shall will be entitled to a the release of property and other assets included in the Collateral from the Liens securing the Term LoansNotes, and the Trustee shall (or, if the Trustee is not then the Notes Collateral Agent Agent, shall release, or instruct direct the Notes Collateral Agent to release, as applicable, to) release the same from such Liens at the BorrowerIssuer’s sole cost and expense, under any one or more of the following circumstancescircumstances without the need for any further action by any Person: (i) as to any property or assets to enable the Borrower Issuers or any Guarantor the Subsidiary Guarantors to sell, exchange consummate the disposition of such property or otherwise dispose of any of the Collateral assets to the extent not prohibited under and otherwise in accordance with Section 7.05 hereof3.7; provided, however, that if such property or assets, immediately prior thereto, were subject to any Lien securing any Obligations of the Issuers or Subsidiary Guarantors and such property or assets continue after such disposition to be subject to a Lien securing any such Obligations, no such release shall occur with respect to such property or assets; (ii) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of a Restricted Subsidiary that is a Subsidiary Guarantor, upon the release of such GuarantorSubsidiary Guarantor from its Subsidiary Guarantee of the Notes; (iii) as described under Article IX of this Indenture. For the avoidance of doubt, the assets of the MYT Guarantor Entities shall not be subject to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver foregoing sentence and shall only be released in accordance with Article X hereof;the provisions of the MYT Guarantee and Collateral Agreement. (vb) if The security interests in all of Collateral securing the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) Notes also will be released upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans Notes and all other Obligations related thereto under this AgreementIndenture, the Guaranty Notes, the Guarantees and the Collateral Security Documents with respect thereto, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest are paid. (b) Subject to , or upon the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full Issuers’ exercise of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing a legal defeasance option or covenant defeasance option under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited Indenture as described under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to existArticle VIII. (c) Upon satisfaction the written request of the Issuer pursuant to an Officer’s Certificate and Opinion of Counsel stating that all conditions precedent hereunder and under this Agreement and the Collateral Documents, if any, to such release Security Documents have been met met, and upon receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerIssuer or the Subsidiary Guarantors, as the case may be, the Administrative Agent shall, or shall cause the Notes Collateral Agent, to without the consent of any Holder or the Trustee and at the expense of the Issuer or the Subsidiary Guarantors, shall execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Collateral Documents or the Intercreditor Agreements. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release executed in accordance with the terms hereofSecurity Documents.

Release of Collateral. In addition to and subject to the terms of the Intercreditor Agreement, the Collateral Agent’s Liens upon the Collateral will no longer secure the Notes outstanding or any Note Guarantees under this Indenture, and the right of the Holders to the benefits and proceeds of the Collateral Agent’s Liens on the Collateral will terminate and be discharged: (a) Subject to Sections 12.03(b) and 12.04 hereofin whole, Collateral 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, the Intercreditor Agreements or as provided hereby. The Borrower and the Guarantors shall be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term Loans, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, under one or more of the following circumstances: (i) to enable the Borrower or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral to the extent not prohibited under Section 7.05 hereof; (ii) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest and premium, if any, on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty 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 interest are paid. Notes; (b) Subject in whole, upon satisfaction and discharge of this Indenture or upon a legal or covenant defeasance pursuant to the provisions contained Article VIII hereof; (c) in the Intercreditor Agreementswhole, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full respect of the ABL Credit Agreement and Collateral of a Guarantor, upon the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time designation of such release of such first-priority liens, Guarantor to be an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, Unrestricted Subsidiary in accordance with Section 10.01 hereof4.6 and the definition of “Unrestricted Subsidiary”; (d) in part, as provided for to any property constituting Collateral that is sold, transferred or otherwise disposed of by 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), or otherwise in accordance with this Agreement or Indenture, the Collateral Documents and the Intercreditor Agreement; and (iie) in whole or in part, with the Borrower has delivered an Officer’s Certificate consent of holders of the requisite percentage of notes in accordance with Sections 9.2 and 9.3. provided that, in the case of any release in whole pursuant to clauses (a) and (b) above, all amounts owing to the Trustee and the Collateral Agent certifying that all such consents under this Indenture, the Notes, the Note Guarantees, the Collateral Documents and the Intercreditor Agreement have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that paid or otherwise would have been released pursuant provided for to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon reasonable satisfaction of all conditions precedent under this Agreement the Trustee and the Collateral Documents, if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Administrative Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Collateral Documents or the Intercreditor Agreements. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release executed in accordance with the terms hereof.

Release of Collateral. The Collateral Agent’s Liens upon the Collateral will no longer secure the Notes outstanding under this Indenture or any Guaranteed Obligations, and the right of the Holders to the benefits and proceeds of the Collateral Agent’s Liens on the Collateral will terminate and be discharged: (a) Subject to Sections 12.03(b) in whole, upon satisfaction and 12.04 hereof, Collateral may be released from the Lien and security interest created by the Collateral Documents at any time or from time to time discharge of this Indenture in accordance with the provisions Article Four hereof; (b) in whole, upon a Defeasance or Covenant Defeasance of the Collateral DocumentsNotes in accordance with Article Thirteen hereof; (c) in part, the Intercreditor Agreements or as provided hereby. The Borrower upon Payment in Full and discharge of all Notes outstanding under this Indenture and all other Guaranteed Obligations that are outstanding, due and payable under this Indenture and the Guarantors shall be entitled to a release of property and other assets included in Note Documents at the Collateral from the Liens securing the Term Loans, and the Collateral Agent shall release, or instruct time the Notes are Paid in Full; (d) as to any Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, under one or more of the following circumstances: (i) to enable Company or a Guarantor that is sold, transferred or otherwise disposed of by the Borrower Company or any Guarantor to sella Person that is not (either before or after such sale, exchange transfer or otherwise dispose of any disposition) the Company or a Material Subsidiary of the Collateral to the extent not prohibited under Company in a transaction or other circumstance that complies with Section 7.05 hereof; (ii) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty 1014 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 interest are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unlessother Note Documents, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or other disposition or to the extent of ABL Collateral that is either not prohibited under this Agreement the interest sold, transferred or occurs otherwise disposed of; (e) in connection whole or in part, with the foreclosure of, or other exercise consent of remedies the Holders of the requisite aggregate principal amount of Notes in accordance with respect to, such ABL Collateral by the ABL Agent Article Nine hereof; (except f) with respect to the assets of any proceeds of such saleGuarantor, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, that such Guarantor is released from its Guarantee in accordance with Article Fourteen; (g) if the Collateral or any portion thereof was disposed of in order to repay the Obligations constituting Priority Lien Obligations or Second Lien Obligations secured by the Collateral in compliance with Section 10.01 1012 hereof, as provided for in this ; or (h) if and to the extent required by Article 5 of the Senior Intercreditor Agreement or Article 5 of the Collateral Documents and (ii) the Borrower has delivered Junior Intercreditor Agreement. With respect to any release of Collateral, upon receipt of an Officer’s Certificate to the Collateral Agent certifying and Opinion of Counsel each stating that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement Indenture and the Collateral Documents, if any, Security Documents and the Intercreditor Agreements to such release have been met satisfied and any necessary or proper instruments of termination, satisfaction or release with respect to such Collateral prepared by the BorrowerCompany, the Administrative Collateral Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the BorrowerCompany’s expense) such instruments or releases to evidence the release or discharge of any Collateral permitted to be released pursuant to this Agreement or Indenture, the Collateral Security Documents or the Intercreditor Agreements. Neither the Administrative Agent nor the The Collateral Agent shall not be liable for any such release executed undertaken in accordance with reliance upon any such Officer’s Certificate or Opinion of Counsel. The release of any Collateral from the terms hereofof 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 is released pursuant to this Indenture and the Security Documents. To the extent permitted under the Trust Indenture Act and/or any interpretation or guidance as 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 the Trust Indenture Act § 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 the Trust Indenture Act §314(d) if under the terms of the Trust Indenture Act §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 the Trust Indenture Act §314(d) is inapplicable to one or a series of released Collateral.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral 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, the Intercreditor Agreements or as provided hereby. The Borrower Issuers and the Guarantors shall will be entitled to a the release of property and other assets included in the constituting Collateral from the Liens securing the Term Loans, Notes and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, Obligations under any one or more of the following circumstances: (i) to enable Cedar Fair and/or one or more Co-Issuers and/or one or more Guarantors to consummate the Borrower sale, transfer or any Guarantor to sell, exchange other disposition (including by the termination of capital leases or otherwise dispose of any the repossession of the Collateral leased property in a capital lease by the lessor) of such property or assets (to a Person that is not Cedar Fair or a Subsidiary of Cedar Fair) to the extent consummated in accordance with, or not prohibited under by, Section 7.05 4.10 hereof; (ii) in the case of a Guarantor that is released from its Guaranty Guarantee with respect to all the Notes pursuant to the terms of the Obligationsthis Indenture (including upon its designation as an Unrestricted Subsidiary), the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination release of Excess Proceeds that remain unexpended after the leaseconclusion of an Excess Proceeds Offer conducted in accordance with this Indenture; (iv) pursuant with respect to an amendment Collateral that is Capital Stock, upon the dissolution or waiver in accordance with Article X hereofliquidation of the issuer of that Capital Stock that is not prohibited by this Indenture; (v) if all in connection with any enforcement action taken by the Applicable Authorized Representative (as defined in the First Lien Intercreditor Agreement) in accordance with the terms of the Term Loans have been satisfied and discharged pursuant to First Lien Intercreditor Agreement; (vi) as described under Article X 9 hereof; or (vivii) upon the release of such Collateral with respect to Obligations under any First Lien Obligations (other than the Notes Obligations), except release of such Collateral as a result of payment in full of such First Lien Obligation. (b) The Liens on the Collateral securing the Notes and the Guarantees also shall be released: (i) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans Notes and all other Obligations related thereto under this AgreementIndenture, the Guaranty 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 interest interest, are paid.; (bii) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing upon a Legal Defeasance or Covenant Defeasance under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate Indenture as described under Section 8.02 and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure ofSection 8.03 hereof, or other exercise a discharge of remedies with respect to, such ABL Collateral by the ABL Agent this Indenture as described under Section 8.01 hereof; or (except with respect iii) pursuant to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) or the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to existFirst Lien Intercreditor Agreement. (c) Upon satisfaction With respect to any release of Collateral, upon receipt of an Opinion of Counsel and an Officer’s Certificate stating that all conditions precedent under this Agreement Indenture, the Collateral Documents and the Collateral DocumentsFirst Lien Intercreditor Agreement, if anyas applicable, to such release have been met and that it is permitted for the Trustee and/or Notes Collateral Agent to execute and deliver the documents requested by Cedar Fair in connection with such release and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerCedar Fair, the Administrative Trustee and the Notes Collateral Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the BorrowerCedar Fair’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Documents or the First Lien Intercreditor AgreementsAgreement and shall do or cause to be done (at Cedar Fair’s expense) all acts reasonably requested of them to evidence or acknowledge the release of such Lien as soon as is reasonably practicable. Neither the Administrative Agent Trustee nor the Notes Collateral Agent shall be liable for any such release executed undertaken in accordance with reliance upon any such Opinion of Counsel and Officer’s Certificate, and notwithstanding any term hereof or in any Collateral Document or in the terms hereofFirst Lien 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 or termination, unless and until it receives such Opinion of Counsel and Officer’s Certificate, upon which it shall be entitled to conclusively rely.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral may be released from the Lien lien and security interest created by the Collateral Security Documents to secure the Notes Obligations at any time or from time to time in accordance with the provisions of the Collateral Documents, the First Lien Intercreditor Agreements Agreement or as provided herebyhereby or in the Security Documents. The Borrower and the Guarantors shall be entitled to a release of property and other applicable assets included in the Collateral shall be automatically released from the Liens liens securing the Term Loans, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, Offered Securities under any one or more of the following circumstances: (i) in respect of the property and assets of a Notes Guarantor, upon the consummation of any transaction permitted by this Indenture as a result of which such Notes Guarantor ceases to be a Subsidiary of Prime Borrower or otherwise ceases to be a Pledgor under the Security Documents, all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to such Guarantor; (ii) to enable the Borrower Issuer or any Notes Guarantor to sell, exchange consummate the disposition of such property or otherwise dispose of any of assets to a Person that is not the Collateral Issuer or a Notes Guarantor to the extent not prohibited under Section 7.05 hereofthis Indenture; (iiiii) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of such a Notes Guarantor; (iii) to the extent property is subject to a lease, upon termination the designation of the leasesuch Notes Guarantor to be an Unrestricted Subsidiary or an Excluded Subsidiary; (iv) pursuant to an amendment in respect of the property or waiver assets of the Issuer, upon the release or discharge of the Issuer’s Notes Obligations in accordance with Article X hereofthis Indenture; (v) if all in respect of the Term Loans have been satisfied property and discharged pursuant to Article X hereof; orassets of a Notes Guarantor, upon the release or discharge of the Offered Securities Guarantee of such Notes Guarantor in accordance with this Indenture; (vi) in respect of any property and assets that are or become Excluded Securities or Excluded Property (each as defined in the First Lien Credit Agreement as in effect on the Issue Date) pursuant to a transaction not prohibited under this Indenture; (vii) in respect of the property and assets of a Notes Guarantor, upon payment the release or discharge of the pledge granted by such Notes Guarantor to secure the First Lien Credit Agreement Obligations or any other Indebtedness the guarantee in respect of which resulted in the obligation to become a Notes Guarantor with respect to the Offered Securities; and (viii) upon any sale or other transfer by the Issuer or any Notes Guarantor of any Collateral that is permitted under this Indenture to any Person that is not the Issuer or a Notes Guarantor (including in connection with a condemnation or casualty event), or upon the effectiveness of any written consent to the release of the security interest granted by the Security Documents in any Collateral pursuant to this Indenture. In addition, the security interests granted pursuant to the Security Documents securing the Notes Obligations with respect to the Offered Securities shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral shall revert to the applicable Pledgors as of the date upon which (i) all Notes Obligations and this Indenture (other than contingent or unliquidated obligations or liabilities not then due) have been paid in full in cash or immediately available funds or (ii) a legal defeasance or covenant defeasance or discharge under Article XV of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty 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 interest are paidIndenture has occurred. (b) Subject Notwithstanding anything herein to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unlesscontrary, at the any time of such release of such first-priority liens, when an Event of Default shall have has occurred and be is continuing under this Agreement). Notwithstanding and the existence maturity of an Event the Offered Securities has been accelerated (whether by declaration or otherwise) and the Trustee has delivered a notice of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically acceleration to the extent the first-priority liens on the ABL First Lien Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral)Agent, no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence provisions of this clause (b) but for Indenture or the occurrence and continuation Security Documents will be effective as against the Holders of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to existthe Offered Securities, except as otherwise provided in the First Lien Intercreditor Agreement. (c) Upon satisfaction To the extent necessary and for so long as required for any Subsidiary of all conditions precedent Prime Borrower not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under this Agreement the Securities Act to file separate financial statements with the Commission (or any other governmental agency), the Capital Stock of such Subsidiary of Prime Borrower shall not be included in the Collateral with respect to the Offered Securities so affected and shall not be subject to the liens securing the Offered Securities and the Collateral Documents, if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Administrative Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement or the Collateral Documents or the Intercreditor Agreements. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release executed Notes Obligations in accordance with and only to the terms hereofextent provided in the Security Documents.

Release of Collateral. (a) Subject to Sections 12.03(bsubsections (b), (c) and 12.04 hereof(d) of this Section 10.03, Collateral may be released from the Lien and security interest created by the Collateral Security Documents at any time or from time to time in accordance with the provisions of the Collateral Security Documents, the Intercreditor Agreements Agreement, or as provided hereby. The Borrower Whether prior to or after the Discharge of Credit Agreement Obligations, upon the request of the Issuers pursuant to an Officers' Certificate certifying that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuers and the Guarantors shall will be entitled to a release releases of property and other assets included in the Collateral from the Liens securing the Term Loans, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, under any one or more of the following circumstances: (i) to enable the Borrower if all other Liens on that asset securing Credit Agreement Obligations or any Guarantor to sellOther Second-Lien Obligations then secured by that asset (including all commitments thereunder) are released; provided, exchange or otherwise dispose of any of the Collateral that after giving effect to the extent not prohibited under Section 7.05 hereofrelease, obligations secured by the first-priority Liens on the remaining Collateral remain outstanding; (ii) in to enable the case Issuers or any Guarantor to consummate any sale, lease, conveyance or other disposition of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and any assets of such Guarantoror rights permitted or not prohibited under Section 4.06 hereof; (iii) to if the extent property is subject to a leaseIssuers provide substitute collateral with at least an equivalent fair value, upon termination as determined in good faith by the Board of the leaseDirectors; (iv) pursuant in respect of assets subject to an amendment or waiver in accordance with Article X hereofa permitted purchase money lien; (v) if all of the Term Loans have been satisfied and discharged pursuant stock of any Subsidiary of the Company that is pledged to Article X hereofthe Collateral Agent is released or if any Subsidiary that is a Note Guarantor is released from its Note Guarantee, such Subsidiary's assets will also be released; (vi) in respect of assets included in the Collateral with a fair value, as determined in good faith by the Board of Directors, of up to $2.0 million in any calendar year, subject to a cumulative carryover for any amount not used in any prior calendar year; or (vivii) upon payment in full of the principal ofpursuant to an amendment, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty and the Collateral Documents with respect thereto, that are due and payable at waiver or prior to the time such principal, together with accrued and unpaid interest are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, supplement in accordance with Section 10.01 Article 9 hereof. Upon receipt of such Officers' Certificate, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement and the Collateral Documentsexecute, if any, to such release have been met and deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Administrative Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Documents or Security Documents. (b) Except as otherwise provided in the Intercreditor AgreementsAgreement, no Collateral may be released from the Lien and security interest created by the Security Documents pursuant to the provisions of the Security Documents unless the Officers' 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 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 Security Documents will be effective as against the Holders, except as otherwise provided in the Intercreditor Agreement. (d) The release of any Collateral from the terms of this Indenture and 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 is released pursuant to the terms of the Security Documents and this Indenture. Neither To the Administrative Agent nor extent applicable, the Issuers will 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 Issuers except in cases where TIA Section 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 Collateral Agent shall be liable for any such release executed in accordance with the terms hereofexercise of reasonable care.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral may shall be released from the Lien and security interest created by the Collateral Security Documents to secure the Notes and obligations under this Indenture at any time or from time to time in accordance with the provisions of the Collateral DocumentsFirst Lien Intercreditor Agreement (and any future First Lien Intercreditor Agreement), the any Junior Lien Intercreditor Agreements Agreement or as provided herebyhereby or in the Security Documents. The Borrower and the Guarantors shall be entitled to a release of property and other applicable assets included in the Collateral shall be automatically released from the Liens securing the Term LoansNotes, and the Collateral Agent applicable Subsidiary Guarantor shall release, or instruct be automatically released from its obligations under this Indenture and the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expenseSecurity Documents, under any one or more of the following circumstancescircumstances or any applicable circumstance as provided in the First Lien Intercreditor Agreement (and any future First Lien Intercreditor Agreement), any Junior Lien Intercreditor Agreement or the Security Documents: (i) to enable the Borrower Company or any Subsidiary Guarantor to sellconsummate the sale, exchange transfer, distribution or otherwise dispose other disposition of any of such property or assets to a Person that is not the Collateral Company or a Subsidiary Guarantor to the extent not prohibited under Section 7.05 hereof4.06; (ii) [reserved]; (iii) in the case of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and assets of such a Subsidiary Guarantor; (iii) to the extent property is subject to a lease, upon termination the designation of such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.04 and the leasedefinition of “Unrestricted Subsidiary,” and such Subsidiary Guarantor shall be automatically released from its obligations hereunder and under the Security Documents; (iv) [reserved]; (v) 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 this Indenture; (vi) in respect of any property or assets of the Company 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 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 such First Priority Lien Obligations; provided that this clause shall not apply with respect to a release of all or substantially all of the Collateral; provided, further, that if such property and assets are subsequently subject to a Lien securing First Priority Lien Obligations, such property and assets (other than Excluded Assets) shall subsequently constitute Collateral under this Indenture; (vii) pursuant to an amendment or waiver in accordance with as described under Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereofIX; or (viviii) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty 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 interest are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent such property or assets constitute Excluded Assets. In addition, the first-priority liens on security interests granted pursuant to the ABL Security Documents securing the Notes Obligations shall automatically terminate and/or be released all without delivery of any instrument or performance of any act by any party, and all rights to the Collateral are released by shall revert to the ABL Agent applicable Pledgor (as defined in connection with a salethe Collateral Agreement), transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full as of the obligations date upon (i) all the Obligations under the ABL Credit Agreement). Notwithstanding Notes and this Indenture and the foregoing, in Security Documents (to the event of a release of liens by extent relating to the ABL Agent on all or substantially all of the ABL Collateral Notes and this Indenture) (other than contingent or unliquidated obligations or liabilities not then due) have been paid in connection with a foreclosure upon full in cash or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral)immediately available funds, no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower Company’s exercise of its legal defeasance option or covenant defeasance option under Article VIII or (iii) the holders of at least two thirds in aggregate principal amount of all Notes issued and outstanding under this Indenture consent to the termination of the Security Documents. In connection with any termination or release pursuant to this Section 12.04(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, Uniform Commercial Code termination statements, intellectual property security agreement releases and mortgage releases), and will duly assign and transfer to such Pledgor, such of the Pledged Collateral (as defined in the Collateral Agreement) that may be in the possession of the Collateral Agent and has delivered 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 12.04(a) shall be without recourse to or warranty by the Collateral Agent. In connection with any release pursuant to this Section 12.04(a), the Pledgors shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of Uniform Commercial Code termination statements. Upon the receipt of an Officer’s Certificate to from the Collateral Agent certifying that all such consents have been obtained. The second priority Liens Company or Opinion of Counsel, as described in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (bSection 12.04(b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement and the Collateral Documentsbelow, if anyapplicable, to such release have been met and any necessary or proper instruments of termination, subordination, satisfaction or release prepared by the BorrowerCompany, the Administrative Collateral Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release or subordination of any Collateral permitted to be released or subordinated pursuant to this Agreement Indenture or the Collateral Security Documents or the First Lien Intercreditor Agreements. Neither Agreement. (b) Notwithstanding anything herein to the Administrative Agent nor contrary, in connection with any release of Collateral pursuant to Section 12.04(a), the Collateral Agent shall not be liable for required to execute, deliver or acknowledge any instruments of termination, satisfaction or release unless, in each case, an Officer’s Certificate or Opinion of Counsel certifying that all conditions precedent, including, without limitation, this Section 12.04, have been met and stating under which of the circumstances set forth in Section 12.04(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 release executed in accordance with the terms hereofinstrument.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral may be released from the Lien and security interest created by the Collateral Documents at any time or and from time to time in accordance with the provisions of the Collateral Documents, the Intercreditor Agreements or as provided herebyAgreement and this Indenture. The Borrower Notwithstanding anything to the contrary in the Collateral Documents, the Intercreditor Agreement and this Indenture, the Guarantors shall be entitled to a release of property and other assets included in of the Issuers and the Guarantors constituting Collateral shall be automatically released from the Liens securing the Term Loans, Notes and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, Obligations under any one or more of the following circumstances: (i1) to enable the Borrower Issuers and/or one or any Guarantor more Guarantors to sellconsummate the sale, exchange transfer or otherwise dispose other disposition (including by the termination of any capital leases or the repossession of the Collateral leased property in a capital lease by the lessor) of such property or assets (to a Person that is not the Issuer or a Subsidiary of the Issuer) to the extent not prohibited under permitted by Section 7.05 hereof;3.5; or (ii2) in the case of a Guarantor that is released from its Guaranty Guarantee with respect to all the Notes pursuant to the terms of the Obligationsthis Indenture, the release of the property and assets of such Guarantor;. (iiib) to The Liens on the extent property is subject to a lease, upon termination of Collateral securing the lease;Notes and the Note Guarantees also will be automatically released: (iv) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi1) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans Notes and all other Obligations related thereto under this AgreementIndenture, the Guaranty 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 interest interest, are paid., (b2) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing upon a Legal Defeasance or Covenant Defeasance under this Agreement). Notwithstanding Indenture as described under Section 8.2 and Section 8.3, respectively, or a discharge of this Indenture as described under Section 11.1, (3) upon the existence occurrence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically Investment Grade Event; or (4) pursuant to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) or the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to existIntercreditor Agreement. (c) Upon satisfaction Notwithstanding Section 12.2(b)(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 Issuers shall use commercially reasonable efforts to take all actions reasonably necessary to (i) cause Holdings, Holdings GP and the Issuer’s Restricted Subsidiaries, other than Excluded Subsidiaries, to provide Note Guarantees in favor of the Trustee and (ii) to provide to the Notes Collateral Agent for its benefit and the benefit of the Trustee and the Holders of the Notes valid, perfected, first 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. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate stating that all conditions precedent under this Agreement Indenture, the Collateral Documents and the Collateral DocumentsIntercreditor Agreement, if anyas applicable, to such release have been met and that it is permitted for the Trustee and/or Notes Collateral Agent to execute and deliver the documents requested by the Issuers in connection with such release and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerIssuers, the Administrative Trustee and the Notes Collateral Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s Issuers’ expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Documents or the Intercreditor AgreementsAgreement and shall do or cause to be done (at the Issuers’ expense) all acts reasonably requested of them to release such Lien as soon as is reasonably practicable. Neither the Administrative Agent Trustee nor the Notes Collateral Agent shall be liable for any such release executed undertaken in accordance with reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in any Collateral Document or in the terms hereofIntercreditor 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 or termination, unless and until it receives such Officer’s Certificate, upon which it shall be entitled to conclusively rely.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereof, Collateral may be released from the Lien Liens and security interest interests created by the Collateral Security Documents at any time or and from time to time in accordance with the provisions of the Collateral Security Documents, the Equal Priority Intercreditor Agreements or as provided herebyAgreement and this Indenture. The Borrower Notwithstanding anything to the contrary in the Security Documents, the Equal Priority Intercreditor Agreement and this Indenture, the Guarantors applicable property and assets shall be entitled to a release of property and other assets included in the Collateral automatically released from the Liens securing the Term Loans, Notes and Note Guarantees without the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, need for any further action by any Person under any one or more of the following circumstances: (i1) to enable the Borrower Issuer or any Note Guarantor to sellconsummate any sale, exchange transfer or otherwise dispose other disposition of such Collateral to any of Person other than the Collateral Issuer or a Note Guarantor, to the extent such sale, transfer or other disposition is not prohibited under Section 7.05 hereof4.12; (ii2) in the case of a Note Guarantor that is released from its Guaranty Note Guarantee, with respect to all the property and other assets of the Obligationssuch Note Guarantor, upon the release of the property and assets of such GuarantorNote Guarantor from its Note Guarantee; (iii3) with respect to Collateral that is Capital Stock, upon (i) the dissolution or liquidation of the issuer of that Capital Stock that is not prohibited by this Indenture or (ii) upon the designation by Holdings that such issuer of Capital Stock is an Unrestricted Subsidiary under this Indenture; (4) with respect to any Collateral that becomes an “Excluded Asset,” upon it becoming an Excluded Asset; (5) in accordance with Section 4.10(b); (6) to the extent property is subject to the Liens on the Collateral securing the Senior Credit Facilities Obligations are released by the Senior Credit Facilities Collateral Agent (other than any release by, or as a leaseresult of, payment of the Senior Credit Facilities Obligations), upon termination the release of the leasesuch Liens; (iv7) pursuant to an amendment or waiver in connection with any enforcement action taken by the Controlling Collateral Agent in accordance with Article X hereof; (v) if all the terms of the Term Loans have been satisfied and discharged pursuant to Article X hereofEqual Priority Intercreditor Agreement; or (vi8) as described under Article 9. (b) The Liens on the Collateral securing the Notes and the related Note Guarantees also shall automatically and without the need for any further action by any Person be terminated and released: (1) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans Notes and all other Obligations related thereto in respect of the Notes under this AgreementIndenture, the Guaranty related Note Guarantees and the Collateral Security Documents with respect thereto, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest interest, are paid.; (b2) Subject upon a Legal Defeasance or Covenant Defeasance with respect to the provisions contained in Notes under this Indenture as described under Sections 8.02 and 8.03, respectively, or a satisfaction and discharge of this Indenture with respect to the Notes as described under Section 11.01; or (3) pursuant to the Equal Priority Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except Security Documents with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoingNotes, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (each case, other than in connection with a foreclosure upon any contingent obligations (including contingent indemnity obligations not yet due or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateralpayable), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction In addition, any Lien on any Collateral may be subordinated to the holder of any Lien on such Collateral that is created, incurred or assumed pursuant to clauses (1), (4), (5), (6) (solely to the extent such Lien related to Indebtedness incurred under Section 4.06(b)(4)), (7), (8), (9), (11), (12), (14) (other than any Lien on the Equity Interests of any Subsidiary Guarantor), (17), (18), (19), (20), (22), (23), (25), (26) (to the extent the relevant Lien covers cash collateral posted to secure the relevant obligation), (29), (30), (31), (32), (33), (35), (37), (38), (39) (to the extent the relevant Lien is of the type to which the Lien of the Notes Collateral Agent is otherwise required or, if requested by Holdings, permitted to be subordinated pursuant to any of the other exceptions included in this paragraph), (42), (44) and/or (46) of the definition of “Permitted Liens” to the extent required by the terms of the Obligations secured by such Liens. (d) With respect to any release of Collateral, upon receipt of an Officer’s Certificate stating that all conditions precedent under this Agreement Indenture and the Collateral DocumentsSecurity Documents and the Equal Priority Intercreditor Agreement, if anyas 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 Holdings in connection with such release and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerIssuer, the Administrative Trustee and the Notes Collateral Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s Holdings’ expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Security Documents or the Equal Priority Intercreditor AgreementsAgreement and shall do or cause to be done (at the Issuer’s expense) all acts reasonably requested of them to release such Lien as soon as is reasonably practicable. Neither the Administrative Agent Trustee nor the Notes Collateral Agent shall be liable for any such release executed undertaken in accordance with reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or in any Security Document or in the terms hereofEqual Priority 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 or termination, unless and until it receives such Officer’s Certificate.

Release of Collateral. (a) Subject to Sections 12.03(bsubsections (b) and 12.04 hereof(c) of this Section 10.07, Collateral may be released from the Lien and security interest created by the Collateral Security Documents at any time or from time to time in accordance with the provisions of the Collateral Documents, the Intercreditor Agreements Security Documents or as provided hereby. The Borrower Upon the request of the Company pursuant to an Officers’ Certificate certifying that all conditions precedent hereunder have been met, the Company, Parent and the Subsidiary Guarantors shall will be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term LoansNotes, and the Collateral Agent Trustee shall release, or instruct the Notes Note Collateral Agent to release, as applicable, the same from such Liens at the BorrowerCompany’s sole cost and expense, under one or more of the following circumstances:circumstances (whether prior to or after the discharge of the Priority Lien Obligations): (i1) to enable the Borrower Company to consummate the disposition of such property or any Guarantor to sell, exchange or otherwise dispose of any of the Collateral assets to the extent not prohibited under Section 7.05 hereof4.10; (ii2) in the case of if a Guarantor that is released from its Guaranty with respect to all of the Obligationsa Note Guarantee, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv3) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all 9 of the Term Loans have been satisfied and discharged pursuant to Article X hereofthis Indenture; or (vi4) upon payment in full defeasance of the principal of, together with accrued and unpaid interest on, all of the Term Loans and all other Obligations related thereto under this Agreement, the Guaranty and the Collateral Documents with respect thereto, that are due and payable at or prior Notes pursuant to the time such principal, together with accrued and unpaid interest are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien Article 8. The Lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall Notes will terminate and be released automatically if the first-priority liens Liens on the ABL Collateral securing Priority Lien Obligations are released by the ABL Bank Collateral Agent (unless, at the time of such release of such first-priority liensLiens, an Event of a Default shall have occurred and be continuing under this AgreementIndenture). Notwithstanding the existence of an Event of a Default, the second-priority lien Lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens Liens on the ABL Collateral securing Priority Lien Obligations are released by the ABL Bank Collateral Agent in connection with a sale, transfer or disposition of ABL Collateral that is either (i) not prohibited under this Agreement Indenture or (ii) occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Bank Collateral Agent (a “Foreclosure Release”), in either case except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement)Priority Lien Obligations. Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens The Liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans Notes that otherwise would have been released pursuant to the second first sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall paragraph will be released when such Event of Default and all other Events of Default Defaults under this Agreement Indenture cease to exist. (c) . Upon satisfaction receipt of an Officers’ Certificate and an Opinion of Counsel certifying that all conditions precedent under this Agreement Indenture and the Collateral Security Documents, if any, to such release have been met and any necessary or proper instruments of termination, discharge, satisfaction or release prepared by the BorrowerCompany, the Administrative Note Collateral Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the BorrowerCompany’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. Notwithstanding the foregoing, the Note Collateral Agent may execute, deliver and acknowledge any such acknowledgement or release without previously receiving an Officers’ Certificate or an Opinion of Counsel in connection with a Foreclosure Release. (b) At any time when a Default has occurred and is continuing and the maturity of the Notes has been accelerated (whether by declaration or otherwise) and the Trustee (if not then the Note Collateral Agent) has delivered a notice of acceleration to the Note 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 Intercreditor Agreement or the Collateral Documents or the Intercreditor Agreements. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release executed in accordance with the terms hereofas otherwise contemplated under this Indenture.

Release of Collateral. (a) Subject to Sections 12.03(b) and 12.04 hereofSection 12.02(c), Collateral 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, the Intercreditor Agreements or as provided hereby. The Borrower and the Guarantors shall be entitled to a release of property and other assets included in the Collateral from the Liens securing the Term LoansNotes and the Notes Obligations shall be automatically released, and the Collateral Agent Trustee, at the written request of the Issuer accompanied by and Officer’s Certificate and Opinion of Counsel reasonably satisfactory to the Trustee, shall execute documents evidencing such release, or instruct the Notes Collateral Agent in writing to releaseexecute, as applicable, the same from such Liens at the BorrowerIssuer’s sole cost and expense, under any one or more of the following circumstances: (i1) to enable the Borrower Issuer and/or one or any Guarantor more Guarantors to sellconsummate the sale, exchange transfer or otherwise dispose other disposition (as defined under the definition of any “Asset Sale”) (including by the termination of capital leases or the repossession of the Collateral leased property in a capital lease by the lessor) of such property or assets (to a Person that is not the Issuer or a Guarantor) to the extent not prohibited under permitted by Section 7.05 4.10 hereof; (ii2) in the case of a Guarantor that is released from its Guaranty Guarantee with respect to all the Notes pursuant to the terms of the Obligationsthis Indenture, the release of the property and assets of such Guarantor; (iii) to the extent property is subject to a lease, upon termination of the lease; (iv) pursuant to an amendment or waiver in accordance with Article X hereof; (v) if all of the Term Loans have been satisfied and discharged pursuant to Article X hereof; or (vi3) in respect of any property and assets of the Issuer or a Guarantor that would constitute ABL Priority Collateral (as defined in the ABL Intercreditor Agreement) if at such time it is not subject to a Lien securing Secured Obligations (as defined in the ABL Credit Agreement), so long as the ABL Facility is still outstanding. (b) Subject to Section 12.02(c), the Liens on the Collateral securing the Notes and the Guarantees also shall be automatically released, and the Trustee, at the written request of the Issuer accompanied by and Officer’s Certificate and Opinion of Counsel reasonably satisfactory to the Trustee, shall execute documents evidencing such release, or instruct the Notes Collateral Agent in writing to execute, as applicable, the same at the Issuer’s sole cost and expense, under any one or more of the following circumstances: (1) upon payment in full of the principal of, together with accrued and unpaid interest on, all of the Term Loans Notes and all other Obligations related thereto under this AgreementIndenture, the Guaranty Guarantees and the Collateral Security Documents with respect thereto, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest are paid.; (b2) Subject upon the Issuer exercising its legal defeasance option or covenant defeasance option as described under Article VIII hereof or the Issuer’s obligations under this Indenture being discharged in a manner not in violation of the terms of this Indenture, including as described under Article XI hereof; (3) pursuant to the provisions contained in Security Documents, the Pari Passu Intercreditor Agreements, in general the second-priority lien on Agreement or the ABL Collateral securing Intercreditor Agreement; or (4) with the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full consent of the ABL Credit Agreement and the release by the ABL Agent requisite Holders in accordance with Article IX of the first-priority liens on the ABL Collateral. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unlessthis Indenture, at the time of such release of such first-priority liens, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent including consents obtained in connection with a saletender offer or exchange offer for, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure purchase of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to existNotes. (c) Upon satisfaction With respect to any release of all conditions precedent under this Agreement and the Collateral Documents, if any, to such release have been met and any necessary or proper instruments of termination, satisfaction or release prepared by the BorrowerCollateral, the Administrative Agent Trustee, at the written request of the Issuer accompanied by and Officer’s Certificate and Opinion of Counsel reasonably satisfactory to the Trustee, shall, or shall cause the Notes Collateral AgentAgent to, to execute, deliver or acknowledge (at the BorrowerIssuer’s expenseexpense and request) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Security Documents or the Intercreditor Agreements. Neither the Administrative Agent nor the Collateral Agent shall be liable for any such release executed in accordance with the terms hereof.

Release of Collateral. (a) Subject to Sections 12.03(bsubsections (b), (c) and 12.04 hereof(d) of this Section 15.03, Collateral may be released from the Lien and security interest created by the Collateral Security Documents at any time or from time to time in accordance with the provisions of the Collateral Security Documents, the Intercreditor Agreements or as provided hereby. The Borrower Whether prior to or after the termination of Credit Agreement Obligations, upon the request of the Company pursuant to an Officers' Certificate certifying that all conditions precedent hereunder have been met and without the consent of any Holder, the Company and the Subsidiary Guarantors shall will be entitled to a release releases of property and other assets included in the Collateral from the Liens securing the Term Loans, and the Collateral Agent shall release, or instruct the Notes Collateral Agent to release, as applicable, the same from such Liens at the Borrower’s sole cost and expense, Securities under any one or more of the following circumstances: (i) to enable the Borrower or any Guarantor to sellif all other Liens on that asset securing Credit Agreement Obligations then secured by that asset (including all commitments thereunder) are released; provided, exchange or otherwise dispose of any of the Collateral that after giving effect to the extent not prohibited under Section 7.05 hereofrelease, obligations secured by the first priority and second priority Liens on the remaining Collateral remain outstanding; (ii) in to enable the case Company or any Subsidiary Guarantor to consummate any sale, lease, conveyance or other disposition of a Guarantor that is released from its Guaranty with respect to all of the Obligations, the release of the property and any assets of such Guarantoror rights permitted or not prohibited under Section 4.06 hereof; (iii) to if the extent property is subject to a leaseCompany provides substitute collateral with at least an equivalent fair value, upon termination as determined in good faith by the Board of the leaseDirectors; (iv) pursuant in respect of assets subject to an amendment or waiver in accordance with Article X hereofa permitted purchase money lien; (v) if all of the Term Loans have been satisfied and discharged stock of any Subsidiary of the Company that is pledged to the Collateral Agent is released or if any Subsidiary that is a Subsidiary Guarantor is released from its Subsidiary Guarantee, such Subsidiary's assets will also be released; (vi) pursuant to an amendment, waiver or supplement in accordance with Article X 9 hereof; or (vivii) upon payment in full of the principal of, together with accrued and unpaid interest on, if all of the Term Loans Capital Stock of such Subsidiary Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by this Indenture and all other Obligations related thereto if such Subsidiary Guarantor's assets are released under this Agreementthe Credit Agreements, the Guaranty and the Collateral Documents with respect thereto, that are due and payable at or prior to the time Liens securing such principal, together with accrued and unpaid interest are paid. (b) Subject to the provisions contained in the Intercreditor Agreements, in general the second-priority lien on the ABL Collateral securing the Term Loans shall remain in full force and effect notwithstanding the termination and repayment in full of the ABL Credit Agreement and the release by the ABL Agent of the first-priority liens on the ABL CollateralSubsidiary Guarantor's assets will be released. The second-priority lien on the ABL Collateral securing the Term Loans shall terminate and be released automatically if the first-priority liens on the ABL Collateral are released by the ABL Agent (unless, at the time Upon receipt of such release of such first-priority liensOfficers' Certificate, an Event of Default shall have occurred and be continuing under this Agreement). Notwithstanding the existence of an Event of Default, the second-priority lien on the ABL Collateral securing the Senior Notes shall also terminate and be released automatically to the extent the first-priority liens on the ABL Collateral are released by the ABL Agent in connection with a sale, transfer or disposition of ABL Collateral that is either not prohibited under this Agreement or occurs in connection with the foreclosure of, or other exercise of remedies with respect to, such ABL Collateral by the ABL Agent (except with respect to any proceeds of such sale, transfer or disposition that remain after satisfaction in full of the obligations under the ABL Credit Agreement). Notwithstanding the foregoing, in the event of a release of liens by the ABL Agent on all or substantially all of the ABL Collateral (other than in connection with a foreclosure upon or other exercise of rights and remedies by the ABL Agent with respect to such ABL Collateral), no release of the second-priority liens on the ABL Collateral securing the Term Loans shall be made unless (i) consent to such release has been given by the requisite percentage or number of the holders of the Lenders at the time outstanding, in accordance with Section 10.01 hereof, as provided for in this Agreement or the Collateral Documents and (ii) the Borrower has delivered an Officer’s Certificate to the Collateral Agent certifying that all such consents have been obtained. The second priority Liens in the ABL Collateral securing the Term Loans that otherwise would have been released pursuant to the second sentence of this clause (b) but for the occurrence and continuation of an Event of Default shall be released when such Event of Default and all other Events of Default under this Agreement cease to exist. (c) Upon satisfaction of all conditions precedent under this Agreement and the Collateral Documentsexecute, if any, to such release have been met and deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release prepared by the Borrower, the Administrative Agent shall, or shall cause the Collateral Agent, to execute, deliver or acknowledge (at the Borrower’s expense) such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Agreement Indenture or the Collateral Documents or Security Documents. (b) Except as otherwise provided in the Intercreditor AgreementsAgreement, no Collateral may be released from the Lien and security interest created by the Security Documents pursuant to the provisions of the Security Documents unless the Officers' Certificate required by this Section 15.03 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 maturity of the Securities 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 Security Documents will be effective as against the Holders, except as otherwise provided in the Intercreditor Agreement. (d) The release of any Collateral from the terms of this Indenture and 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 is released pursuant to the terms of the Security Documents and this Indenture. Neither To the Administrative Agent nor extent applicable, the Company will cause TIA ss. 313(b), relating to reports, and TIA ss. 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 ss. 314(d) may be made by an Officer of the Company except in cases where TIA ss. 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 Collateral Agent shall be liable for any such release executed in accordance with the terms hereofexercise of reasonable care.