Common use of Specified Releases of Collateral Clause in Contracts

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) Upon receipt of an Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof12.03, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof4.11, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) Upon receipt of an Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Issuer or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.

Specified Releases of Collateral. (aA) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may shall be released from the Lien and security interest Liens created by the Collateral Agreements Security Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, Security Documents or as provided herebyin this Indenture. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the The Liens securing the obligations under this Indenture, Collateral shall be automatically released without the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, need for further action by any Person under any one or more of the following circumstances: (1i) in part, as to enable any property that is sold, transferred, disbursed or otherwise disposed of by the Issuer Company or any Guarantor (other than to the Company or a any Guarantor) to consummate asset sales and dispositions permitted or in a transaction not prohibited under Section 4.11 hereofby this Indenture at the time of such sale, in each case to a Person other than the Issuerstransfer, any New Parent, the Parent disbursement or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewithdisposition; (2ii) if any Subsidiary that is a Guarantor is released from its Note Guaranteein whole or in part, such Subsidiary’s assets will also be released from with the Liens securing consent of the Holders of the requisite percentage of Notes and in accordance with the Note Guarantee; orprovisions in Section 8.02; (3iii) as set forth, and subject in whole with respect to the conditions statedCollateral of any Guarantor, upon the release of the Guarantee of such Guarantor in accordance with this Indenture; (iv) in whole or in part, as applicable, as to all or any portion of the Collateral which has been taken by eminent domain, condemnation or similar circumstances; and (v) in part, in Sections 8.03, 9.01 and 9.02accordance with the applicable provisions of the Security Documents. (bB) Upon receipt the request of the Company pursuant to an Officers’ Officer’s Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Security Documents, if any, have been met, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge or authorize the filing by Company or the Guarantors of such instruments or releases (in form reasonably satisfactory to the Collateral Agent) reasonably requested by the Company in order to evidence the release from the Liens created by the Security Documents of any Collateral permitted to be released pursuant to this Indenture Indenture, the Security Documents, any such release to be made without any recourse, representation or warranty of the Collateral Agreements, including the Intercreditor AgreementAgent.

Specified Releases of Collateral. (a) Notwithstanding anything Subject to the contrary in Section 12.03 13.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor AgreementDocuments, or as provided hereby. Upon the request of the Issuer Company pursuant to an Officers’ Certificate certifying, and receipt of an Opinion of Counsel statingCounsel, in each case, stating that all conditions precedent and covenants hereunder and under the other Notes Documents have been met and meeting the other requirements of Section 12.04 and Section 12.05 hereof and without the consent of any Holder, the Issuer Company and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, Guarantees under any one or more of the following circumstances: (1) to enable the Issuer (Collateral that is sold, transferred, disbursed or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case otherwise disposed of to a Person other than the Issuers, any New Parent, the Parent Company or a GuarantorGuarantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of this Indenture; provided that any products or proceeds received by the Company or a Guarantor in respect of any such Liens will not be released if such sale or disposition is prohibited Collateral shall continue to constitute Collateral to the extent required by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof this Indenture and the Issuers are not in compliance therewithCollateral Documents; (2) if any Subsidiary that is the property and assets of a Guarantor is released upon the release of such Guarantor from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; orGuarantee in accordance with Section 10.05 hereof; (3) as set forth, and subject any property or asset of the Company or a Guarantor that is or becomes an Excluded Asset; (4) any Collateral upon consent of Holders of a majority in aggregate principal amount of Notes outstanding; and (5) to the conditions statedextent required by the Intercreditor Agreement; provided that, in Sections 8.03notwithstanding any other provision of this Indenture or the Collateral Documents, 9.01 and 9.02. (b) Liens securing all or substantially all of the Collateral may be released only pursuant to Section 13.05 hereof. Upon receipt of an such Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may beCompany, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor AgreementDocuments.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may shall be released from the Lien and security interest Liens created by the Collateral Agreements Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, Documents or as provided herebyin this Indenture. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the The Liens securing the obligations under this Indenture, Collateral shall be automatically released without the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, need for any further action by any Person under any one or more of the following circumstances: (1i) to enable the Issuer (Company or a Guarantor) Guarantor to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith5.10; (2ii) if any Subsidiary that is a Guarantor is released from its Note GuaranteeNotes Guarantee in accordance with the terms of this Indenture (including by virtue of such Guarantor ceasing to be a Restricted Subsidiary of the Company), such Subsidiarythat Guarantor’s assets will also be released from the Liens securing the its Notes Guarantee and the Note Guaranteeother Indenture Obligations; (iii) if required in accordance with the terms of the Intercreditor Agreement; (iv) as described under Section 13.05; or (3v) as set forth, and subject to with the conditions stated, consent of the Holders of the Notes in Sections 8.03, 9.01 and 9.02accordance with Section 10.02. (b) Upon receipt the written request of the Company accompanied by an Officers’ Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Collateral Documents and Intercreditor Agreement have been met, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release from the Liens created by the Collateral Documents of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor AgreementDocuments.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest Liens created by the Collateral Agreements Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Documents and the Intercreditor Agreement, Agreement or as provided herebyin this Indenture. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the The Liens securing the obligations under this Indenture, Collateral shall be automatically released without the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, need for any further action by any Person under any one or more of the following circumstances: (1) to enable the Issuer (Company or a GuarantorGuarantor (if any) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent 4.10 or a Guarantorsale and leaseback transactions permitted under Section 4.20; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers subject to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith5.01; (2) if any Subsidiary that is a Guarantor is released from its Note GuaranteeGuarantee in accordance with the terms of this Indenture (including by virtue of such Guarantor ceasing to be a Restricted Subsidiary), such Subsidiarythat Guarantor’s assets will also be released from the Liens securing the Notes its Guarantee and the Note Guaranteeother Indenture Obligations; (3) if required in accordance with the terms of the Intercreditor Agreement; (4) as described under Section 10.05; or (35) as set forth, and subject to with the conditions stated, consent of Holders in Sections 8.03, 9.01 and accordance with Section 9.02. (b) Upon receipt the request of the Company pursuant to an Officers’ Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Collateral Documents and Intercreditor Agreement have been met, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Company or the GuarantorsGuarantors (if any), as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the GuarantorsGuarantors (if any), shall execute, deliver or acknowledge such instruments or releases to evidence the release from the Liens created by the Collateral Documents of any Collateral permitted to be released pursuant to this Indenture or Indenture, the Collateral Agreements, including Documents or the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Documents and the Intercreditor Agreement, Agreement or as provided herebyin this Indenture. Upon the request of the Issuer pursuant Company, whether prior to an Officers’ Certificate certifying, and an Opinion or after the Discharge of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any HolderFirst Priority Claims, the Issuer Company and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations Obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) to enable the Issuer (Company or a Guarantor) Guarantor to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 4.10 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent Company or a GuarantorGuarantor or any of their respective Restricted Subsidiaries; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers subject to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith5.01 hereof; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; orGuarantees; (3) as set forth, and subject to the conditions stated, in described under Sections 8.03, 9.01 and 9.029.02 hereof; or (4) as described under Section 10.05 hereof. (b) Upon receipt the request of the Company pursuant to an Officers’ Certificate and Opinion of Counsel stating that all conditions precedent hereunder and under the Collateral Documents and Intercreditor Agreement have been met, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or Indenture, the Collateral Agreements, including Documents or the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may shall be released from the Lien and security interest Liens created by the Collateral Agreements Security Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Security Documents and this Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the The Liens securing the obligations under this Indenture, Collateral shall be automatically released without the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, need for further action by any Person under any one or more of the following circumstances: : (1i) in part, as to enable any property that is sold, transferred, disbursed or otherwise disposed of by the Issuer Borrower or any Guarantor (other than to the Borrower, any Guarantor, any Subsidiary of the Borrower or any Affiliate of the foregoing) in a transaction expressly permitted by this Agreement, the Security Documents and the other Loan Documents at the time of such sale, transfer, disbursement or disposition; (ii) in whole or in part, with the consent of the Lender; (iii) in whole with respect to the Collateral of any Guarantor, upon the release of the Guaranty of such Guarantor in accordance with this Agreement; (iv) in whole or in part, as applicable, as to consummate asset sales all or any portion of the Collateral which has been taken by eminent domain, condemnation or similar circumstances; and dispositions permitted or not prohibited under Section 4.11 hereof(v) in part, in each case to a Person other than accordance with the Issuers, any New Parent, applicable provisions of the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof Security Documents and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02this Agreement. (b) Upon receipt a release in accordance with Section 8.04(a) and the request of the Borrower pursuant to an Officers’ Officer’s Certificate (in form and Opinion substance reasonably satisfactory to the Lender) that a specified release of Counsel Collateral is requested in accordance therewith and confirming the satisfaction of the requirements under this Agreement and the Security Documents, as applicable, have been met, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Borrower or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee Lender and at the expense of the Issuers Borrower or the Guarantors, shall execute, deliver or acknowledge such instruments or releases (in form and substance reasonably satisfactory to the Lender) reasonably requested by the Borrower in order to evidence the release from the Liens created by the Security Documents of any Collateral permitted to be released pursuant to this Indenture Agreement or the Collateral Agreements, including the Intercreditor AgreementSecurity Documents.

Specified Releases of Collateral. (a) Notwithstanding anything The Company, the Guarantors and the Foreign Grantors shall be entitled to obtain a full release of items of Collateral (the contrary in Section 12.03 hereof, Collateral may be released "Released Interests") from the Lien and security interest interests created by this Indenture and the Collateral Agreements at any time or from time to time in accordance upon compliance with the provisions conditions precedent set forth in Section 4.10, 8.01 or 8.02 of this Indenture and the applicable Collateral AgreementsAgreements or pursuant to any other asset sale not prohibited by Section 4.10 and otherwise permitted hereunder. So long as no Default or Event of Default exists, including any Intercreditor Agreement, or as provided hereby. Upon upon the written request of the Issuer pursuant Company, any Guarantor or any Foreign Grantor and the furnishing of each of the items required by Section 12.04(b), the Collateral Agent upon the direction of the Trustee (or the Trustee if acting as the Collateral Agent) shall forthwith take such action (at the written request of and the expense of the Company, such Guarantor or such Foreign Grantor, without recourse or warranty and without any representation of any kind), including the delivery of appropriate UCC-3 termination statements, to release and reconvey to the Company, such Guarantor or such Foreign Grantor all of the Released Interests, and shall deliver such Released Interests in its possession to the Company, such Guarantor or such Foreign Grantor. (b) So long as no Default or Event of Default exists, the Company, the Guarantors and the Foreign Grantors shall be entitled to obtain a release of, and the Trustee shall release, the Released Interests upon compliance with the condition precedent that the Company, such Guarantor or such Foreign Grantor shall have satisfied all applicable conditions precedent to any such release set forth in this Indenture and the applicable Collateral Agreements as set forth in an Officers’ ' Certificate certifying, and an Opinion of Counsel statingdelivered to the Trustee and the Collateral Agent and shall have delivered to the Trustee and the Collateral Agent the following, as applicable: (i) in connection with release of Collateral resulting from an Asset Sale under Section 4.10 or other asset sale permitted hereunder, notice from the Company requesting the release of Released Interests: (A) describing the proposed Released Interests; (B) specifying the estimated value of such Released Interests on a date within sixty (60) days of such notice (the "Valuation Date"); (C) stating that the purchase price received is at least equal to the fair market value of the Released Interests; (D) stating that the release of such Released Interests, taking into account any concurrent replacement of such assets, would not be expected to interfere in any material respect with the Collateral Agent's ability to realize the value of the remaining Collateral and shall not impair in any material respect the maintenance and operation of the remaining Collateral; and (E) certifying that such Asset Sale or such other asset sale complies with the terms and conditions of this Indenture with respect thereto and the applicable Collateral Agreements with respect thereto; (ii) in connection with release of Collateral resulting from an Asset Sale under Section 4.10 or other asset sale permitted hereunder, an Officers' Certificate of the Company stating that (A) the release of such Released Interests would not be expected to interfere in any material respect with the Collateral Agent's ability to realize the value of the remaining Collateral and will not impair in any material respect the maintenance and operation of the remaining Collateral; (B) such Asset Sale or such other asset sale covers only the Released Interests and complies with the terms and conditions of this Indenture; (C) there is no Default or Event of Default in effect or continuing on the date thereof, the Valuation Date or the date of such Asset Sale or such other asset sale; (D) the release of the Collateral shall not result in a Default or Event of Default under this Indenture; and (E) all conditions precedent in this Indenture relating to the release in question have been or shall be complied with; (iii) in connection with release of Collateral resulting from an Asset Sale under Section 4.10, the Net Cash Proceeds and other non-cash consideration from the Asset Sale required to be delivered to the Trustee pursuant to this Indenture; (iv) to the extent required by the TIA, an Officers' Certificate of the Company and an Opinion of Counsel certifying that all conditions precedent hereunder to the release of the Released Interests have been met and without that such release complies with the consent terms and conditions of this Indenture and the applicable Collateral Agreements; and (v) all additional certificates, opinions and other documentation required by the TIA, if any. If the Company or any Domestic Restricted Subsidiary engage in any direct or indirect sale, issuance, conveyance, transfer, lease, assignment or other transfer for value of any HolderCollateral of the type described in clause (a), (c), (d), or (e), of the Issuer and proviso to the Guarantors will be entitled to releases definition of assets included in the term "Asset Sale," the Liens of the Collateral from Agent on such Collateral shall automatically terminate and be released without any action by the Liens securing the obligations under this Indenture, the Notes and the Note GuaranteesCollateral Agent, and the Collateral Agent shall release shall, at the same from such Liens, under any one or more sole cost and expense of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 Company or such release would cause the Issuers to have to comply with Section 4.10 hereof Domestic Restricted Subsidiary, execute and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject deliver to the conditions statedCompany or such Domestic Restricted Subsidiary such documents, in Sections 8.03without any representation, 9.01 and 9.02. (b) Upon receipt warranty or recourse of an Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantorskind whatsoever, as the case may be, the Collateral Agent, without the consent of any Holder Company or the Trustee and at the expense of the Issuers such Domestic Restricted Subsidiary shall reasonably request to effect or the Guarantors, shall execute, deliver or acknowledge evidence such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreementtermination.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may shall be released from the Lien and security interest Liens created by the Collateral Agreements Security Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Security Documents and the Intercreditor Agreement, Agreement or as provided herebyin this Indenture. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the The Liens securing the obligations under this Indenture, Collateral shall be automatically released without the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, need for further action by any Person under any one or more of the following circumstances: (1i) in part, as to enable any property that is sold, transferred, disbursed or otherwise disposed of by the Issuer Company or any Guarantor (other than to the Company or a any Guarantor) to consummate asset sales and dispositions permitted or in a transaction not prohibited under Section 4.11 hereofby this Indenture at the time of such sale, in each case to a Person other than the Issuerstransfer, any New Parent, the Parent disbursement or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewithdisposition; (2ii) if in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with the provisions in Section 10.02; (iii) in whole with respect to the Collateral of any Subsidiary that is a Guarantor is released from its Note GuaranteeGuarantor, such Subsidiary’s assets will also be released from upon the Liens securing the Notes and release of the Note Guarantee; orGuarantee of such Guarantor in accordance with this Indenture; (3iv) in whole or in part, as set forthapplicable, and subject as to all or any portion of the conditions statedCollateral which has been taken by eminent domain, condemnation or similar circumstances; (v) upon the request of the Company pursuant to an Officer’s Certificate at any time following the consummation of a Qualified IPO, all Intellectual Property constituting Collateral; and (vi) in part, in Sections 8.03, 9.01 and 9.02accordance with the applicable provisions of the Security Documents. (b) Upon receipt the request of the Company pursuant to an Officers’ Officer’s Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Security Documents, if any, have been met, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases (in form reasonably satisfactory to the Collateral Agent) reasonably requested by the Company in order to evidence the release from the Liens created by the Security Documents of any Collateral permitted to be released pursuant to this Indenture Indenture, the Security Documents or the Collateral Agreements, including the Intercreditor Agreement, any such release to be made without any recourse, representation or warranty of the Collateral Agent.

Specified Releases of Collateral. (aA) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may shall be released from the Lien and security interest Liens created by the Collateral Agreements Security Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, Security Documents or as provided herebyin this Indenture. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the The Liens securing the obligations under this Indenture, Collateral shall be automatically released without the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, need for further action by any Person under any one or more of the following circumstances: (1i) in part, as to enable any property that is sold, transferred, disbursed or otherwise disposed of by the Issuer Company or any Guarantor (other than to the Company or a any Guarantor) to consummate asset sales and dispositions permitted or in a transaction not prohibited under Section 4.11 hereofby this Indenture at the time of such sale, in each case to a Person other than the Issuerstransfer, any New Parent, the Parent disbursement or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewithdisposition; (2ii) if in whole with respect to the Collateral of any Subsidiary that is a Guarantor, upon the release of the Guarantee of such Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; orin accordance with this Indenture; (3iii) in whole or in part, as set forthapplicable, and subject as to all or any portion of the conditions statedCollateral which has been taken by eminent domain, condemnation or similar circumstances; and (iv) in part, in Sections 8.03, 9.01 and 9.02accordance with the applicable provisions of the Security Documents. (bB) Upon receipt the request of the Company pursuant to an Officers’ Officer’s Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Security Documents, if any, have been met, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge or authorize the filing by Company or the Guarantors of such instruments or releases (in form reasonably satisfactory to the Collateral Agent) reasonably requested by the Company in order to evidence the release from the Liens created by the Security Documents of any Collateral permitted to be released pursuant to this Indenture Indenture, the Security Documents, any such release to be made without any recourse, representation or warranty of the Collateral Agreements, including the Intercreditor AgreementAgent.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien Satisfaction and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided herebyDischarge; Defeasance. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will The Company shall be entitled to releases obtain a full release of assets included in all of the Collateral from the Liens securing of this Indenture and of the obligations under Security Documents upon compliance with the conditions precedent set forth in Section 8.02 for satisfaction and discharge of this IndentureIndenture or for Legal Defeasance pursuant to Section 8.01(b). Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel, each to the effect that such conditions precedent have been complied with (and which may be the same Officers' Certificate and Opinion of Counsel required by Article Eight), the Notes Trustee shall forthwith take all necessary action (at the request of and the Note Guaranteesexpense of the Company) to cause the release and reconveyance to the Company of all of the Collateral, and shall deliver such Collateral in its possession to the Collateral Agent shall release the same from such LiensCompany including, under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parentwithout limitation, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof execution and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes delivery of releases and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02satisfactions wherever required. (b) Upon receipt Dispositions of an Officers’ Certificate Collateral Permitted by Section 4.16. The Company shall be entitled to obtain a release of, and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at shall cause to be released, items of Collateral (the expense "Released Interests") subject to an Asset Sale upon compliance with the condition precedent that the Company shall have delivered to the Trustee the following: (i) Company Order. A Company Order requesting release of Released Interests, such Company Order (A) specifically describing the proposed Released Interests, (B) specifying the value of such Released Interests on a date within 60 days of the Issuers or Company Order (the Guarantors"Valuation Date"), shall execute(C) stating that the purchase price to be received is at least equal to the fair market value of the Released Interests, deliver or acknowledge such instruments or releases to evidence (D) stating that the release of any such Released Interests will not interfere with or impede the Trustee's ability to realize the value of the remaining Collateral permitted and will not impair the maintenance and operation of the remaining Collateral, (E) confirming the sale of, or an agreement to sell, such Released Interests in a bona fide sale to a Person that is not an Affiliate of the Company or, in the event that such sale is to a Person that is such an Affiliate, confirming that such sale is being made in accordance with Section 4.12, (F) certifying that such Asset Sale complies with the terms and conditions of Section 4.16 hereof and (G) in the event that there is to be released pursuant to this Indenture or a substitution of property for the Collateral Agreementssubject to the Asset Sale, including specifying the Intercreditor Agreement.property intended to be substituted for the Collateral to be disposed of;

Specified Releases of Collateral. (a) Notwithstanding anything Subject to the contrary in Section 12.03 13.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor AgreementDocuments, or as provided hereby. Upon the request of the Issuer Company pursuant to an Officers’ Certificate certifying, and receipt of an Opinion of Counsel statingCounsel, in each case, stating that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer Company and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, Guarantees under any one or more of the following circumstances: (1) to enable the Issuer (Collateral that is sold, transferred, disbursed or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case otherwise disposed of to a Person other than the Issuers, any New Parent, the Parent Company or a GuarantorGuarantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of this Indenture; provided that any products or proceeds received by the Company or a Guarantor in respect of any such Liens will not be released if such sale or disposition is prohibited Collateral shall continue to constitute Collateral to the extent required by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof this Indenture and the Issuers are not in compliance therewithCollateral Documents; (2) if any Subsidiary that is the property and assets of a Guarantor is released upon the release of such Guarantor from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; orGuarantee in accordance with Section 10.05 hereof; (3) as set forth, and subject any property or asset of the Company or a Guarantor that is or becomes an Excluded Asset; (4) any Collateral upon consent of Holders of a majority in aggregate principal amount of Notes outstanding; and (5) to the conditions statedextent required by the Intercreditor Agreement; provided that, in Sections 8.03notwithstanding any other provision of this Indenture or the Collateral Documents, 9.01 and 9.02. (b) Liens securing all or substantially all of the Collateral may be released only pursuant to Section 13.05 hereof. Upon receipt of an such Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may beCompany, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor AgreementDocuments.

Specified Releases of Collateral. (a) Notwithstanding anything Subject to the contrary in Section 12.03 hereof12.03, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, certifying that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, Guarantees under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and or dispositions that are not Asset Sales or that are Asset Sales permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith4.11; (2) with the consent of the Holders of not less than a majority of the aggregate principal amount of Notes outstanding pursuant to Section 9.02; (3) if any Subsidiary that is a Guarantor is released from its Note GuaranteeGuarantee in accordance with the terms of this Indenture, such Subsidiary’s assets will also be released from released; (4) if the Liens securing Issuer exercise its legal defeasance option or covenant defeasance option as described above under Section 8.01; (5) upon satisfaction and discharge of this Indenture in accordance with Section 8.02 or payment in full in cash of the principal of and premium, if any, and accrued and unpaid interest and Additional Interest, if any, and Additional Amounts, if any, on the Notes and all other Obligations under this Indenture and the Note Guaranteeother Indenture Documents that are then due and payable; or (36) as set forth, and subject to if such release is required under the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) Senior Intercreditor Agreement. Upon receipt of an such Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may beCompany, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases provided to it to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, The Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, certifying that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Subsidiary Guarantors will shall be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, Subsidiary Guarantees under any one or more of the following circumstances, and such Liens on such assets shall automatically, without the need for any further action by any Person, be released, terminated and discharged: (1) in connection with asset sales or dispositions to enable a Person other than the Issuer (or a Guarantor) to consummate asset sales and dispositions any Subsidiary Guarantor permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) with the requisite consent of the Holders of Notes pursuant to Section 9.02 hereof; (3) if any Subsidiary that is a Guarantor is released from its Note GuaranteeGuarantee in accordance with the terms of this Indenture (including by virtue of such Subsidiary Guarantor ceasing to be a Restricted Subsidiary), such Subsidiary’s assets will shall also be released from the Liens securing the Notes its Guarantee and the Note Guaranteeother Indenture Obligations; (4) with respect to any property and assets owned by the Issuer or any Subsidiary Guarantor that are the subject of Permitted Liens described in clause (10) or (11) of the definition thereof so long as such Permitted Liens are in effect and the Indebtedness secured thereby otherwise prohibits any other Liens thereon or creates a right of termination in favor of any party (other than the Issuer or any Subsidiary Guarantor); (5) if such release is required in accordance with the terms of the Intercreditor Agreement or any Collateral Agreements; or (36) as set forthupon legal defeasance or covenant defeasance or satisfaction and discharge of this Indenture. In addition, and subject upon the request of the Issuer pursuant to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) Upon receipt of an Officers’ Certificate certifying that all conditions precedent hereunder have been met and Opinion without the consent of Counsel any Holder, the Collateral Agent shall subordinate or release any Mortgage to any ground leases, easements, rights of way and other similar rights which are requested by the Issuer or any Restricted Subsidiary pursuant to the transactions contemplated by clause (6) of the definition of “Permitted Liens.” Upon receipt of such Officers’ Certificate and any necessary or proper instruments of termination, satisfaction satisfaction, release or release subordination prepared by the Issuers or the Guarantors, as the case may beIssuer, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases as the Issuer or any Subsidiary Guarantor may reasonably request to evidence the release of any Collateral or the Subordination of any Lien on the Collateral permitted to be released or subordinated pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything Subject to the contrary in Section 12.03 hereof12.03, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer Company pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, certifying that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer Company and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, Guarantees under any one or more of the following circumstances: (1) to enable the Issuer Company (or a Guarantor) to consummate asset sales and or dispositions that are not Asset Sales or that are Asset Sales permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith4.11; (2) with the consent of the Holders of not less than a majority of the aggregate principal amount of Notes outstanding pursuant to Section 9.02; (3) if any Subsidiary that is a Guarantor is released from its Note GuaranteeGuarantee in accordance with the terms of this Indenture, such Subsidiary’s assets will also be released from released; (4) if the Liens securing Company exercise its legal defeasance option or covenant defeasance option as described above under Section 8.01; (5) upon satisfaction and discharge of this Indenture in accordance with Section 8.02 or payment in full in cash of the principal of and premium, if any, and accrued and unpaid interest on the Notes and all other Obligations under this Indenture and the Note Guaranteeother Indenture Documents that are then due and payable; or (36) as set forth, and subject to if such release is required under the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) Senior Intercreditor Agreement. Upon receipt of an such Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may beCompany, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.

Specified Releases of Collateral. (aA) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may shall be released from the Lien and security interest Liens created by the Collateral Agreements Security Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, Security Documents or as provided herebyin this Indenture. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the The Liens securing the obligations under this Indenture, Collateral shall be automatically released without the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, need for further action by any Person under any one or more of the following circumstances: (1i) in part, as to enable any property that is sold, transferred, disbursed or otherwise disposed of by the Issuer Company or any Guarantor (other than to the Company or a any Guarantor) to consummate asset sales and dispositions permitted or in a transaction not prohibited under Section 4.11 hereof, by this Indenture and in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply compliance with Section 4.10 hereof and 3.09 at the Issuers are not in compliance therewithtime of such sale, transfer, disbursement or disposition; (2ii) if any Subsidiary that is a Guarantor is released from its Note Guaranteein whole or in part, such Subsidiary’s assets will also be released from with the Liens securing consent of the Holders of the requisite percentage of Notes and in accordance with the Note Guarantee; orprovisions in Section 8.02; (3iii) as set forth, and subject in whole with respect to the conditions statedCollateral of any Guarantor, upon the release of the Guarantee of such Guarantor in accordance with this Indenture; (iv) in whole or in part, as applicable, as to all or any portion of the Collateral which has been taken by eminent domain, condemnation or similar circumstances; and (v) in part, in Sections 8.03, 9.01 and 9.02accordance with the applicable provisions of the Security Documents. (bB) Upon receipt the request of the Company pursuant to an Officers’ Officer’s Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Security Documents, if any, have been met, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver and acknowledge and/or authorize the filing by Company or acknowledge the Guarantors of such instruments or releases (in form reasonably satisfactory to the Collateral Agent) reasonably requested by the Company in order to evidence the release from the Liens created by the Security Documents of any Collateral permitted to be released pursuant to this Indenture Indenture, the Security Documents, any such release to be made without any recourse, representation or warranty of the Collateral Agreements, including the Intercreditor AgreementAgent.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will The Issuers shall be entitled to releases obtain a full release of assets included in items of Collateral (the Collateral "Released Interests") from the Liens securing the obligations under Security Interests created by this Indenture, the Notes and the Note GuaranteesCollateral Agreements upon compliance with the conditions precedent set forth in Sections 8.01 or 8.02 of this Indenture, the applicable Collateral Agreements and to the extent applicable, the Intercreditor Agreement. So long as no Default or Event of Default exists, upon the request of the Issuers and the furnishing of each of the items required by Section 12.05(b), the Collateral Agent upon the direction of the Trustee (or the Trustee if acting as Collateral Agent) shall forthwith take such action (at the request of and the expense of the Issuers, without recourse or warranty and without any representation of any kind), including the execution of appropriate UCC-3 termination statements, to release and reconvey to the Issuers all of the Released Interests, and shall deliver such Released Interests in its possession to the Issuers and their applicable Subsidiary Guarantors. (b) So long as no Default or Event of Default exists, the Issuers shall be entitled to obtain a release of, and the Collateral Agent and the Trustee shall release, the Released Interests upon compliance with the condition precedent that the Issuers shall have satisfied all applicable conditions precedent to any such release set forth in this Indenture, the same from such Liensapplicable Collateral Agreements and to the extent applicable, under any one or more the Intercreditor Agreement as set forth in an Officers' Certificate and an Opinion of Counsel delivered to the following circumstancesTrustee and shall have delivered to the Trustee and the Collateral Agent the following, as applicable: (1i) [INTENTIONALLY DELETED]; (ii) [INTENTIONALLY DELETED]; (iii) [INTENTIONALLY DELETED]; (iv) to enable the Issuer extent required by the TLA, an Officers' Certificate of the Issuers and an Opinion of Counsel certifying that all conditions precedent to the release of the Released Interests have been met and that such release complies with the terms and conditions of this Indenture, the applicable Collateral Agreements and to the extent applicable, the Intercreditor Agreement; and (v) all applicable certificates, opinions and other documentation required by the TIA or a Guarantor) this Indenture, if any. Upon compliance by the Issuers with the conditions precedent set forth above, the Trustee shall cause to consummate asset sales be released and dispositions permitted reconveyed, without recourse and without representation or not prohibited under Section 4.11 hereofwarranty of any kind, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02Released Interests. (b) Upon receipt of an Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything The Company shall be entitled to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions obtain a full release of all of the Collateral Agreements, including from any Intercreditor Agreement, or as provided hereby. Upon the request Note Liens created by this Indenture and of the Issuer pursuant to an Officers’ Certificate certifyingSecurity Documents: (i) upon payment in full of all principal, premium, if any, and an Opinion interest and Additional Interest, if any, on the Notes and of Counsel stating, that all conditions precedent hereunder have been met other obligations for the payment of money due and without owing to the consent of any Holder, Trustee or the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations Holders under this Indenture, the Notes and Notes, the Note Guarantees, if any, and the Security Documents; (ii) upon satisfaction and discharge of this Indenture in accordance with Article XIII; (iii) upon a Legal Defeasance or Covenant Defeasance in accordance with Article VIII; or (iv) on the date on which all Liens (whether on Collateral Agent shall release or other assets) are released in whole under the Credit Agreement or any successor Credit Facility; provided, however, that in the case of clause (iv) above, if the applicable Credit Facility is subsequently secured by a Lien on assets that would constitute Collateral, the Notes will then be secured again by a Note Lien on such Collateral, subject to the provisions of the security agreements, the Intercreditor Agreement and other documents relating to such Credit Facility, to the same from extent provided under the Security Documents. Upon payment specified in clause (i) above or upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel, each to the effect that at least one of such Liensconditions precedent has been complied with (and which may be the same Officers' Certificate and Opinion of Counsel required by Article VIII), under any one together with such documentation, if any, as may be required by the TIA (including, without limitation, TIA Section 314(c) or more Section 314(d)) or reasonably required by the Trustee prior to the release of such Collateral, the Trustee shall forthwith take all action that is necessary or reasonably requested by the Company (in each case at the expense of the following circumstancesCompany) to release and reconvey to the Company without recourse, representation or warranty of any kind all of the Collateral, and shall deliver such Collateral in its possession to the Company and shall execute and deliver to the Company releases and satisfactions, in recordable or fileable form, to the extent reasonably requested by the Company. (b) In addition to paragraph (a) above, the Note Liens on the Collateral will be automatically released with respect to any asset constituting Collateral: (1i) to enable that is sold or otherwise disposed of by the Issuer (Company or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case one of its Restricted Subsidiaries to a Person other than the Issuers, any New Parent, the Parent Company or a Guarantor; provided that such Liens will not be released if Restricted Subsidiary in a transaction permitted by this Indenture at the time of such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith;disposition; or (2ii) if any Subsidiary other than as described in paragraph (a) above, that is a Guarantor is released from its Note Guarantee, Lien in accordance with the Credit Agreement or any other Credit Facility and in accordance with the Intercreditor Agreement (whether pursuant to a foreclosure or other exercise of remedies by the secured parties under such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note GuaranteeCredit Facility or otherwise); or (3iii) to the extent permitted by any Credit Facility then in effect, if the Company or any Restricted Subsidiary provides substitute assets with at least an equivalent fair value, as set forthdetermined in good faith by the Board of Directors of the Company, and such assets are made subject to the conditions stated, Note Lien in Sections 8.03, 9.01 and 9.02accordance with the Security Documents. (b) Upon receipt of an Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may shall be released from the Lien and security interest Liens created by the Collateral Agreements Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, Documents or as provided herebyin this Indenture. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the The Liens securing the obligations under this Indenture, Collateral shall be automatically released without the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, need for any further action by any Person under any one or more of the following circumstances: (1i) to enable the Issuer (Company or a Guarantor) Guarantor to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith5.10; (2ii) if any Subsidiary that is a Guarantor is released from its Note GuaranteeNotes Guarantee in accordance with the terms of this Indenture (including by virtue of such Guarantor ceasing to be a Subsidiary of the Company), such Subsidiarythat Guarantor’s assets will also be released from the Liens securing the its Notes Guarantee and the Note Guaranteeother Indenture Obligations; (iii) if required in accordance with the terms of the Intercreditor Agreements; (iv) as described under Section 13.05; or (3v) as set forth, and subject to with the conditions stated, consent of the Holders in Sections 8.03, 9.01 and 9.02accordance with Section 10.02. (b) Upon receipt the written request of the Company accompanied by an Officers’ Officer’s Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Collateral Documents and Intercreditor Agreements have been met, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release from the Liens created by the Collateral Documents of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor AgreementDocuments.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may shall be released from the Lien and security interest Liens created by the Collateral Agreements Security Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Security Documents and this Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the The Liens securing the obligations under this Indenture, Collateral shall be automatically released without the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, need for further action by any Person under any one or more of the following circumstances: : (1i) in part, as to enable any property that is sold, transferred, disbursed or otherwise disposed of by the Issuer Company or any Guarantor (other than to the Company, any Guarantor, any Subsidiary of the Company or any Affiliate of the foregoing) in a transaction expressly permitted by this Agreement, the Security Documents and the other Agreement Documents at the time of such sale, transfer, disbursement or disposition; (ii) in whole or in part, with the consent of the Holders of a Minimum Principal Amount of Notes in accordance with the provisions in Section 10.02; (iii) in whole with respect to the Collateral of any Guarantor, upon the release of the Note Guarantee of such Guarantor in accordance with this Agreement; (iv) in whole or in part, as applicable, as to consummate asset sales all or any portion of the Collateral which has been taken by eminent domain, condemnation or similar circumstances; and dispositions permitted or not prohibited under Section 4.11 hereof(v) in part, in each case to a Person other than accordance with the Issuers, any New Parent, applicable provisions of the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof Security Documents and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02this Agreement. (b) Upon receipt a release in accordance with Section 17.04(a) and the request of the Company that a specified release of Collateral is requested and delivery of an Officers’ Officer’s Certificate and an Opinion of Counsel (to the extent requested by Collateral Agent) confirming the satisfaction of the requirements under this Agreement and the Security Documents, as applicable, have been met, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Company or the Guarantors, as the case may be, the Collateral Agent, without with the consent of any Holder or the Trustee Representative and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases (in form and substance reasonably satisfactory to the Collateral Agent and the Representative) reasonably requested by the Company in order to evidence the release from the Liens created by the Security Documents of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.pursuant

Specified Releases of Collateral. (a) Notwithstanding anything The Issuers and the Subsidiary Guarantors shall be entitled to obtain a full release of all of the contrary in Section 12.03 hereof, Collateral may be released from the Lien of this Indenture and security interest created of the Security Documents upon compliance with the conditions precedent set forth in Section 8.01 for satisfaction and discharge of this Indenture or for Legal Defeasance pursuant to Section 8.01. Upon delivery by the Collateral Agreements at any time or from time Issuers to time in accordance with the provisions Trustee of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ ' Certificate certifying, and an Opinion of Counsel statingCounsel, each to the effect that all such conditions precedent hereunder have been met complied with (and without which may be the consent same Officers' Certificate and Opinion of any HolderCounsel required by Article Eight), the Issuer Trustee shall forthwith take all necessary action (at the request of and the Guarantors will be entitled expense of the Issuers) to releases release and reconvey to the relevant Person all of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note GuaranteesCollateral, and the shall deliver such Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) in its possession to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parentincluding, without limitation, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof execution and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes delivery of releases and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02satisfactions wherever required. (b) Upon receipt compliance by the Issuers with the conditions set forth below in respect of an Officers’ Certificate any sale, transfer or other disposition, the Trustee shall release the Released Interests from the Lien of this Indenture and Opinion of Counsel the Security Documents and any necessary or proper instruments of termination, satisfaction or release prepared by reconvey the Released Interests to the Issuers or the Guarantorsgrantor of the Lien on such property. The Issuers will have the right to obtain a release of items of Collateral (the "Released Interests") subject to any sale, transfer or other disposition, or owned by a Restricted Subsidiary the Capital Stock of which is sold in compliance with the terms of this Indenture such that it ceases to be a Restricted Subsidiary, upon compliance with the condition that such Issuers deliver to the Trustee the following: (i) a written notice in the form of an Officers' Certificate from Abraxas requesting the release of Released Interests: (A) describing the proposed Released Interests, (B) specifying the value of such Released Interests or such Capital Stock, as the case may be, on a date within 60 days of the Abraxas notice (the "Valuation Date"), (C) stating that the consideration to be received is at least equal to the fair market value of the Released Interests, (D) stating that the release of such Released Interests will not interfere with the Trustee's ability to realize the value of the remaining Collateral Agentand will not impair the maintenance and operation of the remaining Collateral, (E) confirming the sale or exchange of, without or an agreement to sell or exchange, such Released Interests or such Capital Stock, as the consent of any Holder case may be, is a bona fide sale to or the Trustee and at the expense exchange with a Person that is not an Affiliate of the Issuers or, in the event that such sale or exchange is to or with a Person that is an Affiliate, confirming that such sale or exchange is made in compliance with the provisions set forth in Section 4.11, (F) in the event there is to be a contemporaneous substitution of property for the Collateral subject to the sale, transfer or other disposition, specifying the property intended to be substituted for the Collateral to be disposed of, (ii) an Officers' Certificate of Abraxas stating that: (A) such sale, transfer or other disposition or such redesignation, as the case may be, complies with the terms and conditions of this Indenture, including the provisions set forth in Sections 4.10, 4.11, 4.14 and 4.16, to the extent any of the foregoing are applicable, (B) all Net Cash Proceeds from the sale, transfer or other disposition of any of the Released Interests or such Capital Stock, as the case may be, will be applied pursuant to the provisions of this Indenture in respect of the deposit of proceeds into the Collateral Account or with the First Lien Notes Representative as contemplated by this Indenture and in respect of Asset Sales, to the extent applicable, (C) there is no Default or Event of Default in effect or continuing on the date thereof or the Guarantorsdate of such sale, shall executetransfer or other disposition or such redesignation, deliver or acknowledge such instruments or releases to evidence as the case may be, (D) the release of the Collateral will not result in a Default or Event of Default under this Indenture, (E) upon the delivery of such Officers' Certificate, all conditions precedent in this Indenture relating to the release in question will have been complied with, (F) such sale, transfer or other disposition is not between Abraxas and any of its Restricted Subsidiary or between Restricted Subsidiaries, and (G) such sale, transfer or other disposition is not a sale, transfer or other disposition that is excluded from the definition of "Asset Sale" because it was a sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Issuers in a transaction which made in compliance with the provisions of Section 5.01. (iii) all documentation required by the TIA, if any, prior to the release of Collateral permitted by the Trustee and, in the event there is to be released pursuant a contemporaneous substitution of property for the Collateral subject to such sale, transfer or other disposition, all documentation necessary to effect the substitution of such new Collateral. (c) Notwithstanding the provisions of Section 12.04(b), so long as no Event of Default shall have occurred and be continuing, the Issuers may, without satisfaction of the conditions set forth in Section 12.04(b) above, all to the extent consistent with Sections 4.03, 4.05 and 4.07: (i) sell or otherwise dispose of any equipment or inventory subject to the Lien of this Indenture and the Security Documents, which may have become worn out or obsolete, (ii) abandon, terminate, cancel, release or make alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents, (iii) surrender or modify any franchise, license or permit subject to the Lien of this Indenture or any of the Security Documents which it may own or under which it may be operating, (iv) alter, repair, replace, change the location or position of and add to its structures, machinery, systems, equipment, fixtures and appurtenances, (v) demolish, dismantle, tear down or scrap any obsolete Collateral Agreementsor abandon any portion thereof, including (vi) grant farm-outs, leases or sub-leases in respect of real property to the Intercreditor Agreementextent the foregoing does not constitute an Asset Sale, and (vii) dispose of Hydrocarbons or other mineral products for value in the ordinary course of business all in accordance with the terms of the TIA.

Specified Releases of Collateral. (a) Notwithstanding anything The Company and the Guarantors shall be entitled to obtain a full release of items of Collateral (the contrary in Section 12.03 hereof, Collateral may be released "RELEASED INTERESTS") from the Lien and security interest interests created by the Collateral Agreements at any time or from time to time in accordance upon compliance with the provisions of conditions precedent set forth in SECTION 4.16, 8.01 or 8.02, the applicable Collateral AgreementsAgreements and to the extent applicable, including any the Intercreditor Agreement. So long as no Default or Event of Default exists, or as provided hereby. Upon upon the written request of the Issuer pursuant Company or any Guarantor and the furnishing of each of the items required by SECTION 12.05(b), the Collateral Agent upon the direction of the Trustee (or the Trustee if acting as Collateral Agent) shall forthwith take such action (at the written request of and the expense of the Company or such Guarantor, without recourse or warranty and without any representation of any kind), including the delivery of appropriate UCC-3 termination statements, to an Officers’ Certificate certifyingrelease and reconvey to the Company or such Guarantor all of the Released Interests, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without shall deliver such Released Interests in its possession to the consent of any Holder, the Issuer Company or such Guarantor. (b) The Company and the Guarantors will shall be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guaranteesobtain a release of, and the Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parentrelease, the Parent or a Guarantor; provided Released Interests upon compliance with the condition precedent that such Liens will not be released if such sale or disposition is prohibited by Article 5 the Company or such Guarantor shall have satisfied all applicable conditions precedent to any such release would cause set forth in this Indenture, the Issuers applicable Collateral Agreements and to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guaranteeextent applicable, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) Intercreditor Agreement as set forth, and subject to the conditions stated, forth in Sections 8.03, 9.01 and 9.02. (b) Upon receipt of an Officers’ ' Certificate and an Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or delivered to the Trustee and at the expense of the Issuers or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral AgreementsAgent and shall have delivered to the Trustee and the Collateral Agent the following, including the Intercreditor Agreement.as applicable:

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, The Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer Company pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, certifying that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer Company and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, Guarantees under any one or more of the following circumstances, and such Liens on such assets shall automatically, without the need for any further action by any Person, be released, terminated and discharged: (1) to enable the Issuer (or a Guarantor) to consummate in connection with asset sales and or dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith4.11; (2) with the requisite consent of the Holders of Notes pursuant to Section 9.02; (3) if any Subsidiary that is a Guarantor is released from its Note GuaranteeGuarantee in accordance with the terms of this Indenture (including by virtue of such Guarantor becoming an Immaterial Subsidiary or ceasing to be a Restricted Subsidiary), such SubsidiaryGuarantor’s assets will also be released from the Liens securing the Notes its Guarantee and the Note Guaranteeother Indenture Obligations; (4) if such release is required in accordance with the terms of the Intercreditor Agreement or any Collateral Agreements; (5) in the event that any assets constituting Collateral become Excluded Assets; or (36) as set forth, upon legal defeasance or covenant defeasance or satisfaction and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) discharge of this Indenture. Upon receipt of an such Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may beCompany, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer The Company and the Guarantors will shall be entitled to releases obtain a full release of assets included in items of Collateral (the Collateral “Released Interests”) from the Liens securing the obligations under security interests created by this Indenture, the Notes and the Note GuaranteesSecurity Documents upon compliance with the conditions precedent set forth in Section 4.16, 8.01 or 8.02 of this Indenture, the applicable Security Documents and to the extent applicable, the Intercreditor Agreement. So long as no Default or Event of Default exists, upon the request of the Company or any Guarantor and the furnishing of each of the items required by Section 12.05(b), the Collateral Agent upon the direction of the Trustee (or the Trustee if acting as Collateral Agent) shall forthwith take such action (at the request of and the expense of the Company or such Guarantor, without recourse or warranty and without any representation of any kind), including the delivery of appropriate UCC-3 termination statements, to release and reconvey to the Company or such Guarantor all of the Released Interests, and shall deliver such Released Interests in its possession to the Company or such Guarantor. (b) So long as no Default or Event of Default exists, the Company and the Guarantors shall be entitled to obtain a release of, and the Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parentrelease, the Parent or a Guarantor; provided Released Interests upon compliance with the condition precedent that such Liens will not be released if such sale or disposition is prohibited by Article 5 the Company or such Guarantor shall have satisfied all applicable conditions precedent to any such release would cause set forth in this Indenture, the Issuers applicable Security Documents and to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guaranteeextent applicable, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) Intercreditor Agreement as set forth, and subject to the conditions stated, forth in Sections 8.03, 9.01 and 9.02. (b) Upon receipt of an Officers’ Certificate and an Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or delivered to the Trustee and at the expense Collateral Agent and shall have delivered to the Trustee and the Collateral Agent the following, as applicable: (i) in connection with release of Collateral resulting from an Asset Sale or other sale, lease, conveyance or other disposition under Section 4.16, notice from the Issuers or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence Company requesting the release of any Released Interests describing the proposed Released Interests; and (ii) in connection with release of Collateral permitted to be released pursuant to resulting from an Asset Sale or other sale, lease, conveyance or other disposition under Section 4.16, an Officers’ Certificate of the Company stating that (A) such Asset Sale or other disposition complies with the terms and conditions of this Indenture; (B) there is no Default or Event of Default in effect or continuing on the date thereof, or the date of such Asset Sale; (C) the release of the Collateral shall not result in a Default or Event of Default under this Indenture; and (D) all conditions precedent in this Indenture relating to the release in question have been or the Collateral Agreements, including the Intercreditor Agreementshall be complied with.

Specified Releases of Collateral. (a) Notwithstanding anything Subject to the contrary in Section 12.03 hereof12.03, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any the Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will . (b) The Issuers shall be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) Issuers and their Subsidiaries to consummate asset sales and dispositions Asset Sales or Transfers that are not Asset Sales permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith4.12; (2) if any Subsidiary that is a Guarantor is released from its Note GuaranteeGuarantee in accordance with the terms of the Indenture, such that Subsidiary’s assets will also be released from released; (3) if the Liens securing Issuers exercise their Legal Defeasance or Covenant Defeasance option as described in Section 9.01; (4) upon satisfaction and discharge of the Indenture or payment in full in cash of the principal of, and premium, if any, accrued and unpaid interest, if any, on the Notes and all other obligations that are then due and payable; (5) with the Note Guaranteeconsent of the Holders of at least 66⅔% (or, with respect to the release of all or substantially all of the Collateral otherwise than in accordance with the Indenture or the Collateral Agreements, 75%) of the aggregate principal amount of the outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes); (6) if any Collateral is condemned, seized or taken by the power of eminent domain or otherwise confiscated pursuant to an Event of Loss; or (37) as set forth, and subject to in connection with the conditions stated, in Sections 8.03, 9.01 and 9.02exercise of remedies by the lenders under the Credit Agreement or Letters of Credit Facility. (bc) Upon receipt To the extent required under the TIA or by the terms of the Collateral Agreements or the Indenture and except as provided in Section 12.03(b), (d) or (e) above, the Issuers shall furnish to the Trustee, prior to each proposed release of Collateral by the Issuers or a Guarantor: (1) an Officers’ Certificate and Opinion of Counsel and any necessary such other documentation as required by the Indenture; (2) all documents required by §314(d) of the TIA, the Collateral Agreement, the Intercreditor Agreement and the Indenture; and (3) an Opinion of Counsel to the effect that such accompanying documents constitute all documents required by §314(d) of the TIA, the Collateral Agreements, the Intercreditor Agreement and the Indenture. Upon compliance by the Issuers, with the conditions precedent set forth above, and upon delivery by the Issuers to the Trustee of an Opinion of Counsel to the effect that such conditions precedent have been complied with the security interests in the released Collateral shall be automatically released and the Trustee or proper instruments of termination, satisfaction or release prepared by the Collateral Agent shall promptly cause to be released and reconveyed to the Issuers or the Guarantors, as applicable Guarantor the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor AgreementCollateral.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may shall be released from the Lien and security interest Liens created by the Collateral Agreements Security Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Security Documents and the Intercreditor Agreement, Agreement or as provided herebyin this Indenture. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the The Liens securing the obligations under this Indenture, Collateral shall be automatically released without the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, need for further action by any Person under any one or more of the following circumstances: (1i) in part, as to enable any property that is sold, transferred, disbursed or otherwise disposed of by the Issuer Company or any Guarantor (other than to the Company or a any Guarantor) to consummate asset sales and dispositions permitted or in a transaction not prohibited under Section 4.11 hereofby this Indenture at the time of such sale, in each case to a Person other than the Issuerstransfer, any New Parent, the Parent disbursement or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewithdisposition; (2ii) if in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with the provisions in Section 10.02; (iii) in whole with respect to the Collateral of any Subsidiary that is a Guarantor is released from its Note GuaranteeGuarantor, such Subsidiary’s assets will also be released from upon the Liens securing the Notes and release of the Note Guarantee; orGuarantee of such Guarantor in accordance with this Indenture; (3iv) in whole or in part, as set forthapplicable, and subject as to all or any portion of the conditions statedCollateral which has been taken by eminent domain, condemnation or similar circumstances; (v) upon the request of the Company pursuant to an Officer’s Certificate at any time after the Qualified Capital Raise, all Intellectual Property constituting Collateral; and (vi) in part, in Sections 8.03, 9.01 and 9.02accordance with the applicable provisions of the Security Documents. (b) Upon receipt the request of the Company pursuant to an Officers’ Officer’s Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Security Documents, if any, have been met, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases (in form reasonably satisfactory to the Collateral Agent) reasonably requested by the Company in order to evidence the release from the Liens created by the Security Documents of any Collateral permitted to be released pursuant to this Indenture Indenture, the Security Documents or the Collateral Agreements, including the Intercreditor Agreement, any such release to be made without any recourse, representation or warranty of the Collateral Agent.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will The Company shall be entitled to releases obtain a full release of assets included in items of Collateral (the Collateral "Released Interests") from the Liens securing the obligations under Security Interests created by this Indenture, the Notes and the Note GuaranteesCollateral Agreements upon compliance with the conditions precedent set forth in Sections 4.15, 8.01 and 8.02 of this Indenture, the applicable Collateral Agreements and to the extent applicable, the New Intercreditor Agreements. So long as no Default or Event of Default exists, upon the request of the Company and the furnishing of each of the items required by Section 10.05(b), the Collateral Agent upon the direction of the Trustee (or the Trustee if acting as Collateral Agent) shall forthwith take all necessary action (at the request of and the expense of the Company, without recourse or warranty) to release and reconvey to the Company all of the Released Interests, and shall deliver such Released Interests in its possession to the Company and its applicable Subsidiary Guarantors. (b) So long as no Default or Event of Default exists, the Company shall be entitled to obtain a release of, and the Collateral Agent and the Trustee shall release, the Released Interests upon compliance with the condition precedent that the Company shall have satisfied all applicable conditions precedent to any such release set forth in this Indenture, the same from such Liensapplicable Collateral Agreements and to the extent applicable, under the New Intercreditor Agreements and shall have delivered to the Trustee and the Collateral Agent the following, as applicable; provided, however, that any one or more release pursuant to the Escrow Agreement shall be made in accordance with Section 10.10 hereof and the terms and provisions of the following circumstancesEscrow Agreement: (1i) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited in connection with release of Collateral resulting from an Asset Sale under Section 4.11 hereof4.15, in each case to notice from the Company requesting the release of Released Interests: (A) describing the proposed Released Interests; (B) specifying the value of such Released Interests on a Person other than date within 60 days of such notice (the Issuers, any New Parent, "Valuation Date"); (C) stating that the Parent or a Guarantor; provided that release of such Liens Released Interests will not be released if expected to interfere with the Collateral Agent's ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral; and (D) certifying that such sale or disposition is prohibited by Article 5 or such release would cause Asset Sale complies with the Issuers to have to comply with Section 4.10 hereof terms and conditions of this Indenture and the Issuers are not in compliance therewithapplicable Collateral Agreements with respect thereto; (2ii) if any Subsidiary in connection with release of Collateral resulting from an Asset Sale under Section 4.15, an Officers' Certificate of the Company stating that is a Guarantor is released from its Note Guarantee, (A) such Subsidiary’s assets will also be released Asset Sale covers only the Released Interests and complies with the terms and conditions of this Indenture with respect to Asset Sales; (B) all Net Cash Proceeds from the Liens securing sale of any of the Notes Released Interests will be applied pursuant to the provisions of this Indenture in respect of Asset Sales; (C) there is no Default or Event of Default in effect or continuing on the date thereof, the Valuation Date or the date of such Asset Sale; (D) the release of the Collateral will not result in a Default or Event of Default under this Indenture; and (E) all conditions precedent in this Indenture relating to the Note Guarantee; orrelease in question have been or will be complied with; (3iii) as set forthin connection with release of Collateral resulting from an Asset Sale under Section 4.15, the Net Cash Proceeds and subject other non-cash consideration from the Asset Sale required to be delivered to the conditions stated, in Sections 8.03, 9.01 and 9.02.Collateral Agent pursuant to this Indenture; (biv) Upon receipt of to the extent required by the TIA, an Officers’ ' Certificate of the Company and an Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, shall execute, deliver or acknowledge such instruments or releases certifying that all conditions precedent to evidence the release of any the Released Interests have been met and that such release complies with the terms and conditions of this Indenture, the applicable Collateral permitted Agreements and to the extent applicable, the New Intercreditor Agreements; and (v) all applicable certificates, opinions and other documentation required by the TIA or this Indenture, if any. Upon compliance by the Company with the conditions precedent set forth above, the Trustee shall cause to be released and reconveyed to the Company, the Released Interests. Notwithstanding anything to the contrary in this Article Ten, nothing herein shall prevent, impede, compromise or limit in any manner whatsoever, the full release of the McDonald's Collateral pursuant to this Indenture or the Collateral Agreementsterms of the McDonald's Documents, including the Intercreditor AgreementSubordination Agreement and any Mortgages securing the Company's obligations to McDonald's under the McDonald's Documents.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest The Liens created by the Collateral Agreements at any time or from time shall automatically be released: (i) upon payment in full of all principal, premium, if any, and interest on the Notes and of all other obligations for the payment of money due and owing to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any HolderAgent, the Issuer and Trustee or the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations Holders under this Indenture, the Notes and Notes, the Note Subsidiary Guarantees, if any, and the Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewithAgreements; (2ii) if any Subsidiary that is upon a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes Satisfaction and the Note GuaranteeDischarge in accordance with Article Eight; (iii) upon a Legal Defeasance or Covenant Defeasance in accordance with Article Eight; or (3iv) following the occurrence of the Merger Event (other than the Post-Merger Event Liens on the Post-Merger Event Collateral that arise as set fortha result of compliance by the surviving entity of the Merger Event with its obligations under Section 11.02(b)). Upon payment specified in clause (i) above, and subject or upon delivery by the Company to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) Upon receipt Collateral Agent of an Officers’ Certificate and an Opinion of Counsel, each to the effect that at least one of such conditions precedent (other than the condition precedent set forth in clause (iv) above) has been complied with (and which may be the same Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of terminationrequired by Article Eight), satisfaction or release prepared together with such documentation, if any, as may be required by the Issuers TIA (including, without limitation, TIA § 314(c) or § 314(d)) or reasonably required by the Guarantors, as Collateral Agent prior to the case may berelease of such Collateral, the Collateral Agent, without Agent shall forthwith take all action that is necessary or reasonably requested by the consent of any Holder or the Trustee and Company (in each case at the expense of the Issuers Company) to release and reconvey to the Company without recourse, representation or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release warranty of any kind all of the Collateral, and shall deliver such Collateral permitted in its possession to the Company and shall execute and deliver to the Company releases and satisfactions with respect to such released Collateral, in recordable or fileable form, to the extent reasonably requested by the Company. (b) In addition to paragraph (a) above, the Liens on the Collateral will be automatically released with respect to any asset constituting Collateral: (i) that is sold or otherwise disposed of by the Company or Laundry Corp. to a Person other than the Company or Laundry Corp. in a transaction not prohibited by this Indenture at the time of such sale or disposition; or (ii) other than as described in paragraph (a) above, that is released from its Lien in accordance with the Credit Agreement and in accordance with the Intercreditor Agreement (whether pursuant to this Indenture a foreclosure or other exercise of remedies by the secured parties under the Credit Agreement or otherwise); or (iii) to the extent permitted by the Credit Agreement, if the Company or Laundry Corp. provides substitute assets with at least an equivalent fair value, as determined in good faith by the Board of Directors of the Company, and such assets are made subject to the Lien in accordance with the Collateral Agreements, including the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer The Company and the Guarantors will shall be entitled to releases obtain a full release of assets included in items of Collateral subject to an Asset Sale (the Collateral "Released Interests") from the Liens securing the obligations under security interests created by this Indenture, the Notes and the Note GuaranteesSecurity Agreement upon compliance with the conditions precedent set forth in Section 4.16 of this Indenture. So long as no Default or Event of Default exists, upon the request of the Company or any Guarantor and the furnishing of each of the items required by Section 12.04(b), the Collateral Agent upon the direction of the Trustee (or the Trustee if acting as Collateral Agent) shall forthwith take such action (at the request of and the expense of the Company or such Guarantor, without recourse or warranty and without any representation of any kind), including the delivery of appropriate UCC-3 termination statements prepared and delivered to it at the expense of the Company, to release and reconvey to the Company or such Guarantor all of the Released Interests, and shall deliver such Released Interests in its possession to the Company or such Guarantor. (b) So long as no Default or Event of Default exists, the Company and the Guarantors shall be entitled to obtain a release of, and the Collateral Agent shall release, the Released Interests upon compliance with the condition precedent that the Company or such Restricted Subsidiary shall have satisfied all applicable conditions precedent to any such release set forth in this Indenture or the same from such LiensSecurity Agreement as set forth in an Officers' Certificate and an Opinion of Counsel delivered to the Trustee and the Collateral Agent and shall have delivered to the Trustee and the Collateral Agent the following, under any one or more of the following circumstancesas applicable: (i) notice from the Company requesting the release of Released Interests: (A) describing the proposed Released Interests; (B) specifying the value of such Released Interests as of the most recent Appraisal Date (or if any such Released Interests were not owned by the Company or any Restricted Subsidiary as of the most recent Appraisal Date then as of a date within 60 days of such notice) (the "Valuation Date"); (C) stating that the purchase price received is at least equal to the appraised value of the Released Interests as of such Valuation Date; and (D) certifying that such Asset Sale complies with the terms and conditions of this Indenture with respect thereto; and (ii) an Officers' Certificate of the Company stating that (A) such Asset Sale covers only the Released Interests (and other Property that is not part of the Collateral) and complies with the terms and conditions of this Indenture with respect to Asset Sales; (B) there is no Default or Event of Default in effect or continuing on the date thereof, the Valuation Date or the date of such Asset Sale; (C) the release of the Collateral shall not result in a Default or Event of Default under this Indenture; and (D) all conditions precedent in this Indenture relating to the release in question have been or shall be complied with. (c) The Company and the Restricted Subsidiaries have the right to obtain a release of items of specifically identified Collateral if the Company delivers to the Collateral Agent a Collateral Value Coverage Charge Certificate, dated as of the date of such release, together with an Appraisal as of a date within 30 days of the proposed release and calculated as such release occurred, which Collateral Value Coverage Charge Certificate shall (1) set forth a Collateral Value Coverage Charge Ratio (based on such Appraisal) determined on a pro forma basis after giving effect to enable the Issuer (or a Guarantor) such proposed release of at least 2.0 to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof1.0, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary stating that there is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from no Default or Event of Default in effect or continuing on the Liens securing date of the Notes release and the Note Guarantee; or (3) as set forth, and subject to stating that the conditions stated, release will not result in Sections 8.03, 9.01 and 9.02Default or Event of Default under the Indenture. (bd) Upon receipt If the Company or any Restricted Subsidiary engages in any direct or indirect sale, issuance, conveyance, transfer, lease, assignment or other transfer for value of an Officers’ Certificate and Opinion any Collateral of Counsel and any necessary or proper instruments the type that is excluded from the definition of termination, satisfaction or release prepared the term "Asset Sale" either by the Issuers parenthetical to clause (2) of that definition or by the Guarantorsproviso to that definition (other than as a result of clause (f) of such proviso), as the case may be, Liens of the Collateral Agent on such Collateral shall automatically terminate and be released without any action by the Collateral Agent, without and the consent Collateral Agent shall, at the sole cost and expense of any Holder the Company or such Restricted Subsidiary, execute and deliver to the Trustee Company or such Restricted Subsidiary such documents, prepared and delivered to it at the expense of the Issuers Company, without any representation, warranty or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release recourse of any Collateral permitted kind whatsoever, as the Company or such Restricted Subsidiary shall reasonably request to be released pursuant to this Indenture effect or the Collateral Agreements, including the Intercreditor Agreementevidence such termination.

Specified Releases of Collateral. (a) Notwithstanding anything The Issuer shall be entitled to obtain a full release of items of Collateral (the contrary in Section 12.03 hereof, Collateral may be released "Released Interests") from the Lien and security interest Security Interests created by this Indenture and the Collateral Agreements at any time or from time to time in accordance upon compliance with the provisions conditions precedent set forth in Sections 4.16, 8.01 or 8.02 of this Indenture and the applicable Collateral Agreements. So long as no Default or Event of Default exists, including any Intercreditor Agreement, or as provided hereby. Upon upon the request of the Issuer pursuant and the furnishing of each of the items required by Section 10.04(b), the Collateral Agent upon the direction of the Trustee (or the Trustee if acting as Collateral Agent) shall forthwith take all necessary action (at the request of and the expense of the Issuer, without recourse or warranty and without any representation of any kind), including the delivery of appropriate UCC-3 termination statements (and authorization to an Officers’ Certificate certifyingfile such termination statements) or any other filing required to be made, to release and reconvey to the Issuer all of the Released Interests, and an Opinion shall deliver such Released Interests in its possession to the Issuer. (b) So long as no Default or Event of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any HolderDefault exists, the Issuer and the Guarantors will shall be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guaranteesobtain a release of, and the Collateral Agent shall release, the Released Interests upon compliance with the condition precedent that the Issuer shall have satisfied all applicable conditions precedent to any such release set forth in this Indenture, the same from such Liensapplicable Collateral Agreements and shall have delivered to the Trustee and the Collateral Agent the following, under any one or more of the following circumstancesas applicable: (1i) in connection with release of Collateral resulting from an Asset Sale under Section 4.16, written notice from the Company requesting the release of the Released Interests: (A) describing the proposed Released Interests; and (B) specifying the Fair Market Value of such Released Interests on a date within 60 days of such notice (the "Valuation Date"); (ii) in connection with release of Collateral resulting from an Asset Sale under Section 4.16, an Officers' Certificate of the Company certifying that: (A) such Asset Sale complies with the terms and conditions of this Indenture with respect to enable such Asset Sale to the extent such terms and conditions are required to be satisfied hereunder either prior to or concurrent with the consummation of such Asset Sale; (B) there is no Default or Event of Default in effect or continuing on the date thereof or the date of such Asset Sale; (C) the release of the Collateral will not result in a Default or Event of Default under this Indenture; (D) the purchase price received is at least equal to the Fair Market Value of the Released Interests; (E) the release of such Released Interests would not be expected to interfere in any material respect with the Collateral Agent's ability to realize the value of the remaining Collateral and will not impair in any material respect the maintenance and operation of the remaining Collateral; and (F) all conditions precedent in this Indenture relating to the release in question have been or will be complied with; and (iii) in connection with release of Collateral resulting from an Asset Sale under Section 4.16, an Opinion of Counsel certifying that all conditions precedent to the release of the Released Interests have been met and that such release complies with the terms and conditions of this Indenture and the applicable Collateral Agreements. (iv) all applicable certificates, opinions and other documentation required by the TIA or this Indenture, if any. Upon compliance by the Issuer with the conditions precedent set forth above, the Collateral Agent shall cause to be released and reconveyed, without recourse and without representation or warranty of any kind, to the Issuer, the Released Interests. (c) So long as no Default or Event of Default exists, the Issuer shall be entitled to obtain a release of the Liens granted in favor of the Collateral Agent for the benefit of itself, the Trustee and the Holders on Collateral (including Collateral consisting of the Capital Stock of any Restricted Subsidiary and any equipment that is obsolete or no longer useful in the business of the Issuer) and proceeds thereof that is sold, conveyed or otherwise disposed of by the Issuer (including by way of a sale-and-leaseback) in the ordinary course of business, whether in a single transaction or a Guarantor) series of related transactions, to consummate asset sales and dispositions permitted any Person for Net Proceeds of $250,000 or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not less shall be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to termination and release upon the conditions statedconsummation of any such sale, in Sections 8.03, 9.01 and 9.02conveyance or disposition. (bd) Upon receipt of an Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared compliance by the Issuers Issuer with the conditions precedent set forth in clause (c) above, the Lien granted under the Collateral Agreements on such items of Collateral shall terminate and be released automatically and without any action by or the Guarantors, as the case may be, on behalf of the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer The Company and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, Indenture Obligations under any one or more of the following circumstances, and such Liens on such assets shall immediately and automatically, without the need for any further action by any Person, be released, terminated and discharged: (1) in part, as to enable any property constituting Collateral that is sold, transferred or otherwise disposed of by the Issuer (Company or any of the Guarantors to a Person that is not the Company or a Guarantor) to consummate asset sales and dispositions Guarantor in a transaction permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith4.11; (2) if any Subsidiary that is in whole as to a Guarantor’s assets where such Guarantor is being released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes Guarantee and the Note Guaranteeother Indenture Obligations in accordance with the terms of this Indenture (including by virtue of such Guarantor ceasing to be a Restricted Subsidiary); or (3) in whole or in part, as set forthapplicable, and subject if required in accordance with the terms of any Collateral Agreement. Prior to any release of assets under this Section 12.04, the Company shall deliver to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) Upon receipt of Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to such release of assets have been complied with. Upon receipt of such Officers’ Certificate and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may beCompany, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer The Company and the Guarantors will Domestic Restricted Subsidiaries shall be entitled to releases obtain a full release of assets included in items of Collateral (the Collateral "Released Interests") from the Liens securing the obligations under security interests created by this Indenture, the Notes and the Note GuaranteesCollateral Agreements upon compliance with the conditions precedent set forth in Section 4.16, 8.01 or 8.02 of this Indenture, the applicable Collateral Agreements and to the extent applicable, the Intercreditor Agreement. So long as no Default or Event of Default exists, upon the request of the Company or any Domestic Restricted Subsidiary and the furnishing of each of the items required by Section 12.05(b), and upon delivery by the Company to the Collateral Agent an Opinion of Counsel to the effect that such conditions have been met, the Collateral Agent upon the direction of the Trustee (or the Trustee if acting as Collateral Agent) shall forthwith take such action (at the request of and the expense of the Company or such Domestic Restricted Subsidiary, without recourse or warranty and without any representation of any kind), terminate its Lien on the applicable Released Interests, and shall deliver such Released Interests in its possession to the Company or such Domestic Restricted Subsidiary. (b) So long as no Default or Event of Default exists, the Company and the Domestic Restricted Subsidiary shall be entitled to obtain a release of, and the Collateral Agent shall release, the Released Interests upon compliance with the condition precedent that the Company or such Domestic Restricted Subsidiary shall have satisfied all applicable conditions precedent to any such release set forth in this Indenture, the same from such Liensapplicable Collateral Agreements and to the extent applicable, under any one or more the Intercreditor Agreement as set forth in an Officers' Certificate and an Opinion of Counsel delivered to the following circumstancesTrustee and the Collateral Agent and shall have delivered to the Trustee and the Collateral Agent the following, as applicable: (1i) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited in connection with release of Collateral resulting from an Asset Sale under Section 4.11 hereof4.16, notice from the Company requesting the release of Released Interests: (A) describing the proposed Released Interests; (B) specifying the Fair Market Value of such Released Interests on a date within sixty (60) days of such notice (the "Valuation Date"); (C) stating that the purchase price received is at least equal to the Fair Market Value of the Released Interests; (D) stating that the release of such Released Interests, taking into account any concurrent replacement of such assets, would not be expected to interfere in each case any material respect with the Collateral Agent's ability to a Person other than realize the Issuers, value of the remaining Collateral and shall not impair in any New Parent, material respect the Parent or a Guarantormaintenance and operation of the remaining Collateral; provided and (E) certifying that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause Asset Sale complies with the Issuers to have to comply terms and conditions of this Indenture with Section 4.10 hereof respect thereto and the Issuers are not in compliance therewithapplicable Collateral Agreements with respect thereto; (2ii) if any Subsidiary in connection with release of Collateral resulting from an Asset Sale under Section 4.16, an Officers' Certificate of the Company stating that (A) such Asset Sale covers only the Released Interests and complies with the terms and conditions of this Indenture with respect to Asset Sales; (B) there is no Default or Event of Default in effect or continuing on the date thereof, the Valuation Date or the date of such Asset Sale; (C) the release of the Collateral shall not result in a Guarantor is released Default or Event of Default under this Indenture; and (D) all conditions precedent in this Indenture relating to the release in question have been or shall be complied with; (iii) in connection with release of Collateral resulting from its Note Guaranteean Asset Sale under Section 4.16, such Subsidiary’s assets will also be released the Net Cash Proceeds and other non-cash consideration from the Liens securing Asset Sale required to be delivered to the Notes and the Note Guarantee; orCollateral Agent pursuant to this Indenture; (3iv) as set forth, and subject to the conditions statedextent required by the TIA, in Sections 8.03, 9.01 and 9.02. (b) Upon receipt of an Officers’ ' Certificate of the Company and an Opinion of Counsel certifying that all conditions precedent to the release of the Released Interests have been met and any necessary or proper instruments that such release complies with the terms and conditions of terminationthis Indenture, satisfaction or release prepared the applicable Collateral Agreements and to the extent applicable, the Intercreditor Agreement; and (v) all applicable certificates, opinions and other documentation required by the Issuers TIA or this Indenture, if any. If the GuarantorsCompany or any Domestic Restricted Subsidiary engages in any direct or indirect sale, as issuance, conveyance, transfer, lease, assignment or other transfer for value of any Collateral of the case may betype described in clause (a), (c), (d) or (e) of the proviso to the definition of the term "Asset Sale," the Liens of the Collateral Agent on such Collateral shall automatically terminate and be released without any action by the Collateral Agent, without and the consent of any Holder or the Trustee and Collateral Agent shall, at the sole cost and expense of the Issuers Company or such Domestic Restricted Subsidiary, execute and deliver to the GuarantorsCompany or such Domestic Restricted Subsidiary such documents, shall executewithout any representation, deliver warranty or acknowledge such instruments or releases to evidence the release recourse of any Collateral permitted kind whatsoever, as the Company or such Domestic Restricted Subsidiary shall reasonably request to be released pursuant to this Indenture effect or the Collateral Agreements, including the Intercreditor Agreementevidence such termination.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof12.02, Collateral may be released from the Lien and security interest created by the Second Lien Collateral Agreements Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, Agreements or as provided hereby. Upon the request of the Issuer Company pursuant to an Officers’ ' Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, whether prior to or after the Issuer Discharge of First Lien Obligations, the Company and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) to enable the Issuer Company (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof4.10, in each case to a Person other than the Issuers, any New Parent, the Parent Company or a GuarantorGuarantor or any of their respective Subsidiaries; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers subject to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith5.01; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s Guarantor's assets will also be released from the Liens securing the Notes and the Note GuaranteeGuarantees; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, described under Section 9.01 and Section 9.02. (b) Upon receipt of an Officers’ ' Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything The Issuers and the Subsidiary Guarantors shall be entitled to obtain a full release of all of the contrary in Section 12.03 hereof, Collateral may be released from the Lien of this Indenture and security interest created of the Security Documents upon compliance with the conditions precedent set forth in Section 8.01 for satisfaction and discharge of this Indenture or for Legal Defeasance or Covenant Defeasance pursuant to Section 8.01. Upon delivery by the Collateral Agreements at any time or from time Issuers to time in accordance with the provisions Trustee of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ ' Certificate certifying, and an Opinion of Counsel statingCounsel, each to the effect that all such conditions precedent hereunder have been met complied with (and without which may be the consent same Officers' Certificate and Opinion of any HolderCounsel required by Article Eight), the Issuer Trustee shall forthwith take all necessary action (at the request of and the Guarantors will be entitled expense of the Issuers) to releases release and reconvey to the relevant Person all of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note GuaranteesCollateral, and the shall deliver such Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) in its possession to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parentincluding, without limitation, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof execution and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes delivery of releases and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02satisfactions wherever required. (b) Upon receipt compliance by the Issuers with the conditions set forth below in respect of an Officers’ Certificate any sale, transfer or other disposition, the Trustee shall release the Released Interests from the Lien of this Indenture and Opinion of Counsel the Security Documents and any necessary or proper instruments of termination, satisfaction or release prepared by reconvey the Released Interests to the Issuers or the Guarantorsgrantor of the Lien on such property. The Issuers will have the right to obtain a release of items of Collateral (the "Released Interests") subject to any sale, transfer or other disposition, or owned by a Restricted Subsidiary the Capital Stock of which is sold in compliance with the terms of this Indenture such that it ceases to be a Restricted Subsidiary, upon compliance with the condition that such Issuers deliver to the Trustee the following: (i) a written notice in the form of an Officers' Certificate from Abraxas requesting the release of Released Interests: (A) describing the proposed Released Interests, (B) specifying the value of such Released Interests or such Capital Stock, as the case may be, on a date within 60 days of the Abraxas notice (the "Valuation Date"), (C) stating that the consideration to be received is at least equal to the fair market value of the Released Interests, (D) stating that the release of such Released Interests will not interfere with the Trustee's ability to realize the value of the remaining Collateral Agentand will not impair the maintenance and operation of the remaining Collateral, (E) confirming the sale or exchange of, without or an agreement to sell or exchange, such Released Interests or such Capital Stock, as the consent of any Holder case may be, is a bona fide sale to or the Trustee and at the expense exchange with a Person that is not an Affiliate of the Issuers or, in the event that such sale or exchange is to or with a Person that is an Affiliate, confirming that such sale or exchange is made in compliance with the provisions set forth in Section 4.11, (F) in the event there is to be a contemporaneous substitution of property for the Collateral subject to the sale, transfer or other disposition, specifying the property intended to be substituted for the Collateral to be disposed of, (ii) an Officers' Certificate of Abraxas stating that: (A) such sale, transfer or other disposition complies with the terms and conditions of this Indenture, including the provisions set forth in Sections 4.10, 4.11, 4.14 and 4.16, to the extent any of the foregoing are applicable, (B) all Net Cash Proceeds from the sale, transfer or other disposition of any of the Released Interests or such Capital Stock, as the case may be, will be applied pursuant to the provisions of this Indenture in respect of the deposit of proceeds into the Collateral Account or with the First Lien Notes Representative as contemplated by this Indenture and in respect of Asset Sales, to the extent applicable, (C) there is no Default or Event of Default in effect or continuing on the date thereof or the Guarantorsdate of such sale, shall execute, deliver transfer or acknowledge such instruments or releases to evidence other disposition, (D) the release of the Collateral will not result in a Default or Event of Default under this Indenture, (E) upon the delivery of such Officers' Certificate, all conditions precedent in this Indenture relating to the release in question will have been complied with, (F) such sale, transfer or other disposition is not between Abraxas and any of its Restricted Subsidiary or between Restricted Subsidiaries, and (G) such sale, transfer or other disposition is not a sale, transfer or other disposition that is excluded from the definition of "Asset Sale" because it was a sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of Abraxas in a transaction which made in compliance with the provisions of Section 5.01. (iii) all documentation required by the TIA, if any, prior to the release of Collateral permitted by the Trustee and, in the event there is to be released pursuant a contemporaneous substitution of property for the Collateral subject to such sale, transfer or other disposition, all documentation necessary to effect the substitution of such new Collateral. (c) Notwithstanding the provisions of Section 12.04(b), so long as no Event of Default shall have occurred and be continuing, the Issuers may, without satisfaction of the conditions set forth in Section 12.04(b) above, all to the extent consistent with Sections 4.03, 4.05 and 4.07: (i) sell or otherwise dispose of any equipment or inventory subject to the Lien of this Indenture and the Security Documents, which may have become worn out or obsolete, (ii) abandon, terminate, cancel, release or make alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents, (iii) surrender or modify any franchise, license or permit subject to the Lien of this Indenture or any of the Security Documents which it may own or under which it may be operating, (iv) alter, repair, replace, change the location or position of and add to its structures, machinery, systems, equipment, fixtures and appurtenances, (v) demolish, dismantle, tear down or scrap any obsolete Collateral Agreementsor abandon any portion thereof, including (vi) grant farm-outs, leases or sub-leases in respect of real property to the Intercreditor Agreementextent the foregoing does not constitute an Asset Sale, and (vii) dispose of Hydrocarbons or other mineral products for value in the ordinary course of business all in accordance with the terms of the TIA.

Specified Releases of Collateral. (a) Notwithstanding anything to Collateral securing the contrary in Section 12.03 hereof, Collateral Notes may be released from the Lien and security interest created by the Collateral Agreements Security Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Security Documents and the Intercreditor Agreement, or as provided hereby. Upon . (1) The Company and each Guarantor, as applicable, will be entitled to releases of property and other assets included in its Collateral from the request Liens securing the Obligations under the Notes or the Note Guarantees under any one or more of the Issuer pursuant following circumstances: (A) to an Officers’ Certificate certifyingenable the Company or such Guarantor, and an Opinion of Counsel statingas the case may be, that all conditions precedent hereunder have been met and without the consent to sell, exchange or otherwise Dispose of any Holder, of the Issuer Collateral to the extent not prohibited under Section 4.10 hereof; (B) if such Guarantor is released from its Note Guarantee in accordance with the terms of this Indenture; or (C) if required in accordance with the terms of the Intercreditor Agreement. (2) The Company and the Guarantors each Guarantor will be entitled to releases of assets included in the Collateral from the Liens securing the obligations Obligations under this Indenture, the Notes Notes, the Note Guarantees and the Note Guarantees, Security Documents with the consent of Holders in compliance with the amendment and the Collateral Agent shall release the same from such Liens, under any one or more waiver provisions of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited this Indenture as described under Section 4.11 9.02 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) Upon receipt of an Officers’ Officer’s Certificate and Opinion of Counsel certifying that all conditions precedent under this Indenture, the Security Documents and the Intercreditor Agreement have been satisfied and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Company or the Guarantorsa Guarantor, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or Indenture, the Collateral Agreements, including Security Documents and the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will The Company shall be entitled to releases obtain a full release of assets included in items of Collateral (the Collateral "Released Interests") from the Liens securing the obligations under Security Interests created by this Indenture, the Notes and the Note GuaranteesCollateral Agreements upon compliance with the conditions precedent set forth in Sections 4.15, 8.01 or 8.02 of this Indenture, the applicable Collateral Agreements and to the extent applicable, the Intercreditor Agreement. So long as no Default or Event of Default exists, upon the request of the Company and the furnishing of each of the items required by Section 10.05(b), the Collateral Agent upon the direction of the Trustee (or the Trustee if acting as Collateral Agent) shall forthwith take all necessary action (at the request of and the expense of the Company, without recourse or warranty and without any representation of any kind), including the execution of appropriate UCC-3 termination statements, to release and reconvey to the Company all of the Released Interests, and shall deliver such Released Interests in its possession to the Company and its applicable Subsidiary Guarantors. (b) So long as no Default or Event of Default exists, the Company shall be entitled to obtain a release of, and the Collateral Agent and the Trustee shall release, the Released Interests upon compliance with the condition precedent that the Company shall have satisfied all applicable conditions precedent to any such release set forth in this Indenture, the same from such Liensapplicable Collateral Agreements and to the extent applicable, under any one or more of the following circumstancesIntercreditor Agreement and shall have delivered to the Trustee and the Collateral Agent the following, as applicable: (1i) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited in connection with release of Collateral resulting from an Asset Sale under Section 4.11 hereof4.15, in each case to notice from the Company requesting the release of Released Interests: (A) describing the proposed Released Interests; (B) specifying the value of such Released Interests on a Person other than date within 60 days of such notice (the Issuers, any New Parent, "Valuation Date"); (C) stating that the Parent or a Guarantor; provided that release of such Liens Released Interests will not be released if expected to interfere with the Collateral Agent's ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral; and (D) certifying that such sale or disposition is prohibited by Article 5 or such release would cause Asset Sale complies with the Issuers to have to comply with Section 4.10 hereof terms and conditions of this Indenture and the Issuers are not in compliance therewithapplicable Collateral Agreements with respect thereto; (2ii) if any Subsidiary in connection with release of Collateral resulting from an Asset Sale under Section 4.15, an Officers' Certificate of the Company stating that is a Guarantor is released from its Note Guarantee, (A) such Subsidiary’s assets will also be released Asset Sale covers only the Released Interests and complies with the terms and conditions of this Indenture with respect to Asset Sales; (B) all Net Cash Proceeds from the Liens securing sale of any of the Notes Released Interests will be applied pursuant to the provisions of this Indenture in respect of Asset Sales; (C) there is no Default or Event of Default in effect or continuing on the date thereof, the Valuation Date or the date of such Asset Sale; (D) the release of the Collateral will not result in a Default or Event of Default under this Indenture; and (E) all conditions precedent in this Indenture relating to the Note Guarantee; orrelease in question have been or will be complied with; (3iii) as set forthin connection with release of Collateral resulting from an Asset Sale under Section 4.15, the Net Cash Proceeds and subject other non-cash consideration from the Asset Sale required to be delivered to the conditions stated, in Sections 8.03, 9.01 and 9.02.Collateral Agent pursuant to this Indenture; (biv) Upon receipt of to the extent required by the TIA, an Officers’ ' Certificate of the Company and an Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, shall execute, deliver or acknowledge such instruments or releases certifying that all conditions precedent to evidence the release of any the Released Interests have been met and that such release complies with the terms and conditions of this Indenture, the applicable Collateral permitted Agreements and to the extent applicable, the Intercreditor Agreement; and (v) all applicable certificates, opinions and other documentation required by the TIA or this Indenture, if any. Upon compliance by the Company with the conditions precedent set forth above, the Trustee shall cause to be released pursuant and reconveyed, without recourse and without representation or warranty of any kind, to this Indenture or the Collateral AgreementsCompany, including the Intercreditor AgreementReleased Interests.

Specified Releases of Collateral. (a) Notwithstanding anything The Issuer and the Subsidiary Guarantors shall be entitled to obtain a full release of all of the contrary in Section 12.03 hereof, Collateral may be released from the Lien of this Indenture and security interest created of the Security Documents or an assignment of such Lien to a Person designated by the Collateral Agreements at any time or from time to time in accordance Issuer upon compliance with the provisions conditions precedent set forth in Section 8.01 for satisfaction and discharge of the Collateral Agreements, including any Intercreditor Agreement, this Indenture or as provided herebyfor Legal Defeasance or Covenant Defeasance pursuant to Section 8.01. Upon the request of delivery by the Issuer pursuant to the Trustee of an Officers’ ' Certificate certifying, and an Opinion of Counsel statingCounsel, each to the effect that all such conditions precedent hereunder have been met complied with (and without which may be the consent same Officers' Certificate and Opinion of any HolderCounsel required by Article Eight), the Issuer Trustee shall forthwith take all necessary action (at the request of and the Guarantors will be entitled expense of the Issuer) to releases release and reconvey to the relevant Person all of assets included the Collateral, and shall deliver such Collateral in its possession to the Collateral from the Liens securing the obligations under this IndentureIssuer, including, without limitation, the Notes execution and the Note Guarantees, delivery of releases and the Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02satisfactions wherever required. (b) Upon receipt compliance by the Issuer with the conditions set forth below in respect of any sale, transfer or other disposition, the Trustee shall release the Released Interests from the Lien of this Indenture and the Security Documents and reconvey the Released Interests to the Issuer or the grantor of the Lien on such property. The ISSUER will have the right to obtain a release of items of Collateral (the "RELEASED INTERESTS") subject to any sale, transfer or other disposition, or owned by a Subsidiary the Capital Stock of which is sold in compliance with the terms of this 69 Indenture such that it ceases to be a Subsidiary, or that is the subject of a farmout allowed by the terms of Section 4.31, upon compliance with the condition that the Issuer deliver to the Trustee the following: (i) a written notice in the form of an Officers’ ' Certificate and Opinion requesting the release of Counsel and any necessary Released Interests: (A) describing the proposed Released Interests, (B) specifying the value of such Released Interests or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantorssuch Capital Stock, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense on a date within 60 days of the Issuers or Issuer notice (the Guarantors"VALUATION DATE"), (C) stating that the consideration to be received is at least equal to the fair market value of the Released Interests, shall execute, deliver or acknowledge such instruments or releases provided that this clause (C) is not applicable with respect to evidence a release to be given in connection with a farmout permitted pursuant to Section 4.31, (D) stating that the release of any such Released Interests will not interfere with the Trustee's ability to realize the value of the remaining Collateral permitted and will not impair the maintenance and operation of the remaining Collateral, (E) confirming the sale or exchange of, or an agreement to sell or exchange, such Released Interests or such Capital Stock, as the case may be, is a bona fide sale to or exchange with a Person that is not an Affiliate of the ISSUER or, in the event that such sale or exchange is to or with a Person that is an Affiliate, confirming that such sale or exchange is made in compliance with the provisions set forth in Section 4.11, provided that this clause (E) is not applicable with respect to a release to be released given in connection with a farmout permitted pursuant to Section 4.31, (F) in the event there is to be a contemporaneous substitution of property for the Collateral subject to the sale, transfer or other disposition, specifying the property intended to be substituted for the Collateral to be disposed of, and (G) with respect to a release to be given in connection with a farmout permitted pursuant to Section 4.31, stating that the farmout to which the Released Interests are (or are to be) subject complies with Section 4.31 of this Indenture, (ii) an Officers' Certificate stating that: (A) such sale, transfer or other disposition complies with the terms and conditions of this Indenture, including the provisions set forth in Sections 4.10, 4.11, 4.14, 4.16 and 4.31, to the extent any of the foregoing are applicable, (B) all Net Cash Proceeds from the sale, transfer or other disposition of any of the Released Interests or such Capital Stock, as the case may be, will be applied pursuant to the provisions of this Indenture in respect of the deposit of proceeds into the Collateral Account as contemplated by this Indenture and in respect of Asset Sales, to the extent applicable, provided that this clause (B) is not applicable with respect to a release to be given in connection with a farmout permitted pursuant to Section 4.31, (C) there is no Default or Event of Default in effect or continuing on the date thereof or the date of such sale, transfer or other disposition, (D) the release of the Collateral will not result in a Default or Event of Default under this Indenture, (E) upon the delivery of such Officers' Certificate, all conditions precedent in this Indenture relating to the release in question will have been complied with, (F) such sale, transfer or other disposition is not between the Issuer and any of its Subsidiaries or between Subsidiaries, provided that this clause (F) is not applicable with respect to a release to be given in connection with a farmout permitted pursuant to Section 4.31, and (G) such sale, transfer or other disposition is not a sale, transfer or other disposition that is excluded from the definition of "Asset Sale" because it was a sale, lease, conveyance, disposition or other transfer of all or substantially all of the assets of the Issuer in a transaction which was made in compliance with the provisions of Section 5.01, provided that this clause (G) is not applicable with respect to a release to be given in connection with a farmout permitted pursuant to Section 4.31, and (iii) all documentation required by the TIA, if any, prior to the release of Collateral by the Trustee and, in the event there is to be a contemporaneous substitution of property for the Collateral subject to such sale, transfer or other disposition, all documentation necessary to effect the substitution of such new Collateral. (c) Notwithstanding the provisions of Section 12.04(b), so long as no Event of Default shall have occurred and be continuing, the ISSUER may, without satisfaction of the conditions set forth in Section 12.04(b) above, all to the extent consistent with Sections 4.03, 4.05, and 4.07: (i) sell or otherwise dispose of any equipment or inventory subject to the Lien of this Indenture and the Security Documents, which may have become worn out or obsolete, (ii) abandon, terminate, cancel, release or make alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents, (iii) surrender or modify any franchise, license or permit subject to the Lien of this Indenture or any of the Security Documents which it may own or under which it may be operating, (iv) alter, repair, replace, change the location or position of and add to its structures, machinery, systems, equipment, fixtures and appurtenances, (v) demolish, dismantle, tear down or scrap any obsolete Collateral Agreementsor abandon any portion thereof, including (vi) grant leases or sub-leases in respect of real property to the Intercreditor Agreementextent the foregoing does not constitute an Asset Sale, and (vii) dispose of Hydrocarbons or other mineral products for value in the ordinary course of business all in accordance with the terms of the TIA.

Specified Releases of Collateral. (a) Notwithstanding anything a. Subject to the contrary in Section 12.03 13.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor AgreementDocuments, or as provided hereby. Upon the request of the Issuer Company pursuant to an Officers’ Certificate certifying, and receipt of an Opinion of Counsel statingCounsel, in each case, stating that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer Company and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, Guarantees under any one or more of the following circumstances: (1) to enable the Issuer (. Collateral that is sold, transferred, disbursed or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case otherwise disposed of to a Person other than the Issuers, any New Parent, the Parent Company or a GuarantorGuarantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of this Indenture; provided that any products or proceeds received by the Company or a Guarantor in respect of any such Liens will not be released if such sale or disposition is prohibited Collateral shall continue to constitute Collateral to the extent required by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof this Indenture and the Issuers are not in compliance therewithCollateral Documents; (2) if any Subsidiary that is . the property and assets of a Guarantor is released upon the release of such Guarantor from its Note GuaranteeGuarantee in accordance with Section 10.05 hereof; 3. any property or asset of the Company or a Guarantor that is or becomes an Excluded Asset; 4. any Collateral upon consent of Holders of a majority in aggregate principal amount of Notes outstanding; and 5. to the extent required by the Intercreditor Agreement; provided that, such Subsidiary’s assets will also notwithstanding any other provision of this Indenture or the Collateral Documents, Liens securing all or substantially all of the Collateral may be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject only pursuant to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) Section 13.05 hereof. Upon receipt of an such Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may beCompany, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor AgreementDocuments.

Specified Releases of Collateral. (a) Notwithstanding anything The Issuer shall be entitled to obtain a full release of all of the contrary Liens evidenced by the Company Pledge Agreement and MRO Pledge Agreement upon compliance with the conditions precedent set forth in Section 12.03 hereof, 8.01 for satisfaction and discharge of this Indenture or for Legal Defeasance pursuant to Section 8. 01. The Issuer shall be entitled to obtain a full release of all of the Collateral may be released from the Lien of this Indenture and security interest created of the Security Documents upon (i) complinace with the conditions precedent set forth in Section 8.01 for satisfaction and discharge of this Indenture or for Legal Defeasance pursuant to Section 8.01 and (ii) payment in full of all Indebtedness under the Permitted Credit Facility. Upon delivery by the Collateral Agreements at any time or from time Issuer to time in accordance with the provisions Trustee of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ ' Certificate certifying, and an Opinion of Counsel statingCounsel, each to the effect that all such conditions precedent hereunder have been met complied with (and without which may the consent same Officers' Certificate and Opinion of any HolderCounsel required by Article Eight), the Issuer Trustee shall forthwith take all necessary action (as the request of and the Guarantors will be entitled expense of the Issuer) to releases release and reconvey to the Issuer all of assets included in the Collateral from on which it then holds any Lien, and shall deliver such Collateral then in its possession to the Liens securing the obligations under this IndentureIssuer, including, without limitation, the Notes execution and the Note Guarantees, delivery of releases and the Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02satisfactions wherever required. (b) Upon receipt compliance with the conditions and requirements set forth in Section 4.16, 11.03(a), 11.03(b), and this subsection 11.04(b) regarding the delivery of an Officers’ ' Certificate and an Opinion of Counsel and any necessary or proper instruments of terminationCounsel, satisfaction or the Issuer shall be entitled to obtain a release prepared by the Issuers or the Guarantors, as Trustee's consent to a release of any Liens on Collateral disposed of in an Asset Sale or the case may be, proceeds of such Collateral held in any cash collateral account pursuant to the Collateral Agent, without Trust Agreement or otherwise. The Trustee shall take all necessary action (at the consent request of any Holder or the Trustee and at the expense of the Issuers Issuer) to consent to a release or to release the GuarantorsLiens on such Collateral, shall executeinclduing delivering such Collateral in its possession to the Issuer, deliver only after the Issuer delivers to the Trustee an Officers' Certificate and an Opinion of Counsel, each to the effect that all of the conditions for the sale or acknowledge such instruments disposition of, or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or Liens on, the Collateral Agreementsset forth under Sections 4.16, including the Intercreditor Agreement.11.30(a) and 11.03

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may shall be released from the Lien and security interest Liens created by the Collateral Agreements Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Documents and the Intercreditor Agreement, Agreement or as provided herebyin this Indenture. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the The Liens securing the obligations under this Indenture, Collateral shall be automatically released without the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, need for any further action by any Person under any one or more of the following circumstances: (1i) to enable the Issuer (or a Guarantor) to consummate in connection with asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith5.10; (2ii) if any Subsidiary that is a Guarantor is released from its Note GuaranteeGuarantee in accordance with the terms of this Indenture (including by virtue of such Guarantor ceasing to be a Restricted Subsidiary), such Subsidiarythat Guarantor’s assets will also shall be released from the Liens securing the Notes its Guarantee and the Note Guaranteeother Indenture Obligations; (iii) if required in accordance with the terms of the Intercreditor Agreement or any Collateral Document; (iv) as described under Section 13.05; or (3v) as set forth, and subject to with the conditions stated, consent of Holders in Sections 8.03, 9.01 and 9.02accordance with Section 10.02. (b) Upon receipt the request of the Company pursuant to an Officers’ Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Collateral Documents and Intercreditor Agreement have been met, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release from the Liens created by the Collateral Documents of any Collateral permitted to be released pursuant to this Indenture or Indenture, the Collateral Agreements, including Documents or the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, Agreements or as provided herebyin this Indenture. Upon the written request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any HolderCompany, the Issuer Company and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations Obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note GuaranteeGuarantee pursuant to the terms hereof, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; orGuarantees; (2) if any assets are sold, leased, conveyed, disposed of or otherwise transferred pursuant to the terms of this Indenture, such assets will be released from the Liens securing the Notes and the Note Guarantees; (3) as set forth, and subject to the conditions stated, in described under Sections 8.03, 9.01 and 9.02.9.02 hereof; or (b4) as described under Section 10.05 hereof. Upon receipt the request of the Company pursuant to an Officers’ Officer’s Certificate and Opinion of Counsel stating that all conditions precedent hereunder and under the Collateral Agreements have been met, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or Indenture, the Collateral Agreements, including the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may shall be released from the Lien and security interest Liens created by the Collateral Agreements Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Documents and the Intercreditor Agreement, or if any, and as provided herebyin this Indenture. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the The Liens securing the obligations under this Indenture, Collateral shall be automatically released without the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, need for any further action by any Person under any one or more of the following circumstances: (1i) to enable the Issuer (or a Guarantor) Guarantor to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor5.10; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith;or (2ii) if any Subsidiary that is a Guarantor is released from its Note GuaranteeGuarantee in accordance with the terms of this Indenture (including by virtue of such Guarantor ceasing to be a Restricted Subsidiary), such Subsidiarythat Guarantor’s assets will also be released from the Liens securing the Notes its Guarantee and the Note Guaranteeother Indenture Obligations; (iii) as described under Section 13.05; (iv) with the consent of Holders in accordance with Section 10.02; or (3v) as set forth, if and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02when any such Collateral becomes Excluded Property. (b) Upon receipt the written request of the Issuer accompanied by an Officers’ Certificate and Opinion of Counsel delivered to the Trustee and the Collateral Agent confirming that all conditions precedent hereunder and under the Collateral Documents and Intercreditor Agreement, if any, have been met, and any necessary or proper instruments of termination, satisfaction or release have been prepared by the Issuers Issuer or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee Trustee, and at the expense of the Issuers Issuer or the Guarantors, shall promptly execute, deliver or acknowledge such instruments or releases as are reasonably requested by the Issuer to evidence the release from the Liens created by the Collateral Documents of any Collateral permitted to be released pursuant to this Indenture and the Collateral Documents and Intercreditor Agreement, if any, and promptly release (to or as directed by the Issuer) such Collateral that is in the Collateral Agent’s possession and that is to be released, any such release to be made without any recourse, representation or warranty of the Trustee or the Collateral AgreementsAgent, including and to be in a form reasonably acceptable to the Intercreditor AgreementCollateral Agent. Neither the Trustee nor the Collateral Agent shall have any liability to any Holder or any other Person for any releases delivered in reliance on such Officers’ Certificate and Opinion of Counsel.

Specified Releases of Collateral. (a) Notwithstanding anything The Company and the Subsidiary Guarantors shall be entitled to obtain a full release of all of the contrary in Section 12.03 hereof, Collateral may be released from the Lien of this Indenture and security interest created of the Security Documents upon compliance with the conditions precedent set forth in Section 8.01 for satisfaction and discharge of this Indenture or for Legal Defeasance pursuant to Section 8.02. Upon delivery by the Collateral Agreements at any time or from time Company to time in accordance with the provisions Trustee of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ ' Certificate certifying, and an Opinion of Counsel statingCounsel, each to the effect that all such conditions precedent hereunder have been met complied with (and without which may be the consent same Officers' Certificate and Opinion of any HolderCounsel required by Article 8), the Issuer Trustee shall forthwith take all necessary action (at the request of and the Guarantors will be entitled expense of the Company) to releases release and reconvey to the relevant Person all of assets included the Collateral, and shall deliver such Collateral in its possession to the Collateral from the Liens securing the obligations under this IndentureCompany, including, without limitation, the Notes execution and the Note Guarantees, delivery of releases and the Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02satisfactions wherever required. (b) Upon receipt compliance by the Company with the conditions set forth below in respect of any sale, lease transfer or other disposition to any Person involving Collateral (including the disposition of all of the Capital Stock of a Subsidiary Guarantor), the Trustee will release the Released Interests (as defined below) from the Lien of this Indenture and the Security Documents and reconvey the Released Interests to the Company or such other Person as the Company may direct in writing. The Company will have the right to obtain a release of items of Collateral subject to any sale, lease, transfer or other disposition, or owned by a Subsidiary Guarantor all of the Capital Stock of which is the subject of a disposition (the "Released Interests") upon compliance with the condition that the Company deliver to the Trustee the following: (i) a written notice from the Company signed by two Officers requesting the release of Released Interests: (A) describing the proposed Released Interests, (B) specifying the value of such Released Interests on a date within 60 days of the Company notice (the "Valuation Date"), (C) stating that the purchase price or other property to be received in consideration for such Released Interests is at least equal to the fair market value of the Released Interests, (D) stating that the release of such Released Interests will not interfere with the Trustee's ability to materially realize the value of the remaining Collateral and will not materially impair the maintenance and operation of the remaining Collateral, (E) confirming the sale, lease, transfer or other disposition of, or an agreement to sell, lease, transfer or dispose of, such Released Interests in a bona fide transaction to a Person that is not an Affiliate of the Company or, in the event that such disposition is to a Person that is an Affiliate, confirming that such disposition is made in compliance with the provisions set forth in Section 4.07, (F) in the event there is to be a substitution of property for the Collateral subject to the sale, lease, transfer or other disposition, specifying the property intended to be substituted for the Collateral to be disposed of; (ii) an Officers’ ' Certificate and Opinion of Counsel and any necessary the Company stating that: (A) such sale, transfer or proper instruments of termination, satisfaction other disposition or release prepared by the Issuers or the Guarantorssuch redesignation, as the case may be, complies with the Collateral Agentterms and conditions of this Indenture with respect to Asset Dispositions and Restricted Payments to the extent applicable, (B) all Net Available Cash from such sale, without lease, transfer or other disposition will be applied pursuant to the consent provisions of any Holder this Indenture to the extent applicable, (C) there is no Event of Default in effect or continuing on the date thereof or the Trustee and at the expense date of the Issuers such sale, lease, transfer or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence other disposition, (D) the release of any the Collateral permitted will not result in an Event of Default under this Indenture, and (E) upon the delivery of such Officers' Certificate, all conditions precedent in this Indenture relating to the release in question will have been complied with; and (iii) all other documentation required by the TIA, if any, prior to the release of Collateral by the Trustee and, in the event there is to be released pursuant a contemporaneous substitution of property for the Collateral subject to such sale, lease, transfer or other disposition, all documentation necessary to effect the substitution of such new Collateral. (c) Notwithstanding the provisions of Section 10.04(b), so long as no Event of Default shall have occurred and be continuing, the Company may, without satisfaction of the conditions set forth in Section 10.04(b) above: (i) sell or otherwise dispose of any property subject to the Lien of this Indenture and the Security Documents, which may have become worn out or obsolete, (ii) abandon, terminate, cancel, release or make alterations in or substitutions of any leases or contracts subject to the Lien of this Indenture or any of the Security Documents, (iii) surrender or modify any franchise, license or permit subject to the Lien of this Indenture or any of the Security Documents which it may own or under which it may be operating, (iv) alter, repair, replace, change the location or position of and add to its structures, machinery, systems, equipment, fixtures and appurtenances, (v) demolish, dismantle, tear down or scrap any obsolete Collateral Agreementsor abandon any portion thereof and (vi) grant farm-outs, including leases or sub-leases in respect of real property to the Intercreditor Agreementextent any of the preceding does not constitute an Asset Disposition.

Specified Releases of Collateral. (a) Notwithstanding anything Subject to Section 12.03, Collateral not constituting all or substantially all of the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Documents and the Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer Company pursuant to an Officers’ Officer’s Certificate certifying, and an Opinion of Counsel stating, certifying that all conditions precedent hereunder under the Indenture Documents have been met and without the consent of any Holder, the Issuer Company and the Guarantors will be entitled to releases of assets not constituting all or substantially all of the Collateral that are included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, Guarantees under any one or more of the following circumstances: (1) to enable the Issuer Company (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith4.12; (2) if any Restricted Subsidiary that is a Guarantor is released from its Note GuaranteeGuarantee in accordance with the terms of this Indenture, such Restricted Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guaranteereleased; or (3) as set forth, and subject required pursuant to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) terms of the Intercreditor Agreement. Upon receipt of an Officers’ such Officer’s Certificate and such Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may beCompany, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including Documents and the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything Subject to the contrary in Section 12.03 hereof12.03, Collateral may be released from the Lien and security interest created by the Collateral Agreements Security Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Agreements and the Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer Company pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, certifying that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer Company and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, Guarantees under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) Company to consummate asset sales and or dispositions that are not Asset Sales or that are Asset Sales permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith4.10; (2) if any Subsidiary that is a Guarantor is released from its Note GuaranteeGuarantee in accordance with the terms of this Indenture, such that Subsidiary’s assets will also be released from released; (3) if the Liens securing Company exercises its legal defeasance option or covenant defeasance option pursuant to Section 8.01; (4) upon satisfaction and discharge of this Indenture in accordance with Section 8.02 or payment in full in cash of the principal of, and premium, if any, accrued and unpaid interest and Additional Interest, if any, on, the Notes and the Note Guaranteeall other Obligations that are then due and payable; or (35) as set forth, and subject required pursuant to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) terms of the Intercreditor Agreement. Upon receipt of an such Officers’ Certificate and such Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may beCompany, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including Agreements and the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything The Issuers shall be entitled to obtain a full release of items of Collateral (the contrary in Section 12.03 hereof, Collateral may be released "Released Interests") from the Lien and security interest Security Interests created by this Indenture and the Collateral Agreements at any time or from time to time in accordance upon compliance with the provisions conditions precedent set forth in Sections 4.16, 8.01 or 8.02 of this Indenture, the applicable Collateral AgreementsAgreements and to the extent applicable, including any the Intercreditor Agreement. So long as no Default or Event of Default exists, or as provided hereby. Upon upon the request of the Issuer pursuant Issuers and the furnishing of each of the items required by Section 10.05(b), the Collateral Agent upon the direction of the Trustee (or the Trustee if acting as Collateral Agent) shall forthwith take all necessary action (at the request of and the expense of the Issuers, without recourse or warranty and without any representation of any kind), including the delivery of appropriate UCC-3 termination statements (and authorization to an Officers’ Certificate certifyingfile such termination statements) or any other filing required to be made, to release and reconvey to the Issuers all of the Released Interests, and an Opinion shall deliver such Released Interests in its possession to the Issuers and the applicable Guarantors. (b) So long as no Default or Event of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any HolderDefault exists, the Issuer and the Guarantors will Issuers shall be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guaranteesobtain a release of, and the Collateral Agent shall release, the Released Interests upon compliance with the condition precedent that the Issuers shall have satisfied all applicable conditions precedent to any such release set forth in this Indenture, the same from such Liensapplicable Collateral Agreements and to the extent applicable, under any one or more of the following circumstancesIntercreditor Agreement and shall have delivered to the Trustee and the Collateral Agent the following, as applicable: (1i) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited in connection with release of Collateral resulting from an Asset Sale under Section 4.11 hereof4.16, in each case to written notice from the Company requesting the release of the Released Interests: (A) describing the proposed Released Interests; and (B) specifying the Fair Market Value of such Released Interests on a Person other than date within 60 days of such notice (the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith"Valuation Date"); (2ii) if in connection with release of Collateral resulting from an Asset Sale under Section 4.16, an Officers' Certificate of the Company certifying that: (A) such Asset Sale complies with the terms and conditions of this Indenture with respect to such Asset Sale to the extent such terms and conditions are required to be satisfied hereunder either prior to or concurrent with the consummation of such Asset Sale; (B) there is no Default or Event of Default in effect or continuing on the date thereof or the date of such Asset Sale; (C) the release of the Collateral will not result in a Default or Event of Default under this Indenture; (D) the purchase price received is at least equal to the Fair Market Value of the Released Interests; (E) the release of such Released Interests would not be expected to interfere in any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets material respect with the Collateral Agent's ability to realize the value of the remaining Collateral and will also not impair in any material respect the maintenance and operation of the remaining Collateral; and (F) all conditions precedent in this Indenture relating to the release in question have been or will be released from the Liens securing the Notes and the Note Guaranteecomplied with; orand (3iii) as set forthin connection with release of Collateral resulting from an Asset Sale under Section 4.16, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) Upon receipt of an Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, shall execute, deliver or acknowledge such instruments or releases certifying that all conditions precedent to evidence the release of any the Released Interests have been met and that such release complies with the terms and conditions of this Indenture, the applicable Collateral permitted Agreements and to be released pursuant to this Indenture or the Collateral Agreementsextent applicable, including the Intercreditor Agreement. (iv) all applicable certificates, opinions and other documentation required by the TIA or this Indenture, if any. Upon compliance by the Issuers with the conditions precedent set forth above, the Collateral Agent shall cause to be released and reconveyed, without recourse and without representation or warranty of any kind, to the Issuers, the Released Interests. (c) So long as no Default or Event of Default exists, the Issuers shall be entitled to obtain a release of the Liens granted in favor of the Collateral Agent for the benefit of itself, the Trustee and the Holders on Collateral (including Collateral consisting of the Capital Stock of any Restricted Subsidiary and any equipment that is obsolete or no longer useful in the business of the applicable Issuer or Guarantor) and proceeds thereof that is sold, conveyed or otherwise disposed of by the applicable Issuer or Guarantor (including by way of a sale-and-leaseback) in the ordinary course of business, whether in a single transaction or a series of related transactions, to any Person (other than to the Company or any Guarantor) for Net Proceeds of $250,000 or less shall be subject to termination and release upon the consummation of any such sale, conveyance or disposition. (d) So long as no Default or Event of Default exists, and notwithstanding any provision to the contrary in this Indenture, Collateral comprised of accounts receivable, inventory or the proceeds of the foregoing shall be subject to termination and release upon sales of such inventory and collection of the proceeds of such receivables in the ordinary course of business. (e) Upon compliance by the Issuers with the conditions precedent set forth in clauses (c) and (d) above, the Lien granted under the Collateral Agreements on such items of Collateral shall terminate and be released automatically and without any action by or on behalf of the Collateral Agent.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien Liens and security interest interests created by the Collateral Agreements Documents at any time or from time to time in accordance with the provisions of this Indenture, the Collateral AgreementsDocuments, the Intercreditor Agreement and the TIA, and the rules, regulations and no-action positions and other interpretations thereof by the SEC as applicable. The Issuer and the Guarantors will be entitled to releases of property and assets included in the Collateral from the Liens securing Indenture Obligations under any one or more of the following circumstances, and such Liens on such assets shall automatically, without requirement for consent or approval from the Holders, the Trustee or the Collateral Agent and without the need for any further action by any Person, be released, terminated and discharged: (1) if Collateral is sold, transferred, disbursed or otherwise disposed of to a Person (other than the Issuer or a Guarantor) to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of this Indenture; provided that any products or proceeds received by the Issuer or a Guarantor in respect of any such Collateral shall continue to constitute Collateral to the extent required by this Indenture and the Collateral Documents; (2) if any Guarantor is released from its Note Guarantee in accordance with the terms of this Indenture (including any by virtue of such Guarantor ceasing to be a Restricted Subsidiary of the Issuer), that Guarantor’s property and assets will also be released from the Liens securing its Note Guarantee and the other Indenture Obligations; (3) if required or permitted in accordance with the terms of the Intercreditor Agreement; (4) as described under Sections 9.01 and 9.02; (5) as described under Section 10.05; or (6) if such property or assets become Excluded Assets; or (7) all or a portion of the Collateral which has been taken by eminent domain, condemnation or other similar circumstances. (b) Notwithstanding anything to the contrary contained in this Indenture, if at any time after the Issue Date the Issuer reasonably determines in its sole discretion that the provision of a Note Guarantee by a Foreign Subsidiary would result in a material adverse tax consequence, the Note Guarantee of such Foreign Subsidiary will be automatically released upon written notice of such determination by the Issuer to the Collateral Agent and the Trustee, and such Foreign Subsidiary will cease to be a Guarantor for so long as provided hereby. a material adverse tax consequence would result from its Note Guarantee. (c) Upon the written request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, stating that all conditions precedent hereunder and under the Collateral Documents, the Intercreditor Agreement and the TIA, as applicable, have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guaranteesmet, and the Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) Upon upon receipt of an Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Issuer or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Issuer or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to give effect to or to evidence the release of any Collateral permitted to be released pursuant to this Indenture or Indenture, the Collateral Agreements, including Documents or the Intercreditor Agreement. The Trustee and the Collateral Agent shall take such action under this Indenture and the Collateral Documents or otherwise as may be reasonably requested by the Issuer or the Guarantors, as the case may be, to give effect to or evidence any such release.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may shall be released from the Lien and security interest Liens created by the Collateral Agreements Security Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Security Documents and this Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the The Liens securing the obligations under this Indenture, Collateral shall be automatically released without the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, need for further action by any Person under any one or more of the following circumstances: (1i) in part, as to enable any property that is sold, transferred, disbursed or otherwise disposed of by the Issuer Company or any Guarantor (other than to the Company, any Guarantor, any Subsidiary of the Company or any Affiliate of the foregoing) in a transaction expressly permitted by this Agreement, the Security Documents and the other Agreement Documents at the time of such sale, transfer, disbursement or disposition; (ii) in whole or in part, with the consent of the Holders of a Minimum Principal Amount of Notes in accordance with the provisions in Section 10.02; (iii) in whole with respect to the Collateral of any Guarantor, upon the release of the Note Guarantee of such Guarantor in accordance with this Agreement; (iv) in whole or in part, as applicable, as to consummate asset sales all or any portion of the Collateral which has been taken by eminent domain, condemnation or similar circumstances; and dispositions permitted or not prohibited under Section 4.11 hereof(v) in part, in each case to a Person other than accordance with the Issuers, any New Parent, applicable provisions of the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof Security Documents and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02this Agreement. (b) Upon receipt a release in accordance with Section 17.04(a) and the request of the Company that a specified release of Collateral is requested and delivery of an Officers’ Officer’s Certificate and an Opinion of Counsel confirming the satisfaction of the requirements under this Agreement and the Security Documents, as applicable, have been met, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Company or the Guarantors, as the case may be, the Collateral Agent, without with the consent of any Holder or the Trustee Representative and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases (in form and substance reasonably satisfactory to the Collateral Agent and the Representative) reasonably requested by the Company in order to evidence the release from the Liens created by the Security Documents of any Collateral permitted to be released pursuant to this Indenture Agreement or the Security Documents, any such release to be made without any recourse, representation or warranty of the Collateral Agreements, including the Intercreditor AgreementAgent.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest created by any of the Collateral Agreements Documents at any time or from time to time in accordance with the provisions of the applicable Collateral Agreements, including any Intercreditor AgreementDocuments, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without Without the consent of any Holder, the Issuer Collateral Agent or the Trustee, the Company, the Guarantors and the Guarantors Pledgors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes Securities and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, Securities Guarantees under any one or more of the following circumstances, and any such release pursuant to this Section 13.04 shall be automatic without the need for any further action by any Person: (1) to enable Collateral of the Issuer (Company or a Guarantor) to consummate asset sales and dispositions permitted any Guarantor that is sold, transferred, disbursed or not prohibited under Section 4.11 hereof, in each case otherwise disposed of to a Person other than the Issuers, any New Parent, the Parent Company or a GuarantorGuarantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of this Indenture; provided that any products or proceeds received by the Company or a Guarantor in respect of any such Liens will not be released if such sale or disposition is prohibited Collateral shall continue to constitute Collateral to the extent required by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof this Indenture and the Issuers are not in compliance therewithapplicable Collateral Documents; (2) if Collateral of any Subsidiary Pledgor that is sold, transferred, disbursed or otherwise disposed of to a Guarantor Person other than Noble Parent Company or a Subsidiary thereof to the extent such sale, transfer, disbursement or disposition is released from its Note Guarantee, not prohibited by the provisions of this Indenture; provided that any products or proceeds received by such Subsidiary’s assets will also be released from Pledgor in respect of any such Collateral shall continue to constitute Collateral to the Liens securing the Notes extent required by this Indenture and the Note Guarantee; orapplicable Collateral Documents; (3) the property and assets of a Guarantor and the Capital Stock of such Guarantor (to the extent directly owned by a Person other than the Company or another Guarantor), in such case, upon the release of such Guarantor from its Securities Guarantee in accordance with Section 11.07 hereof; (4) any Collateral upon consent of Holders of a majority in aggregate principal amount of Securities outstanding (other than any release of all or substantially all of the value of the Collateral); (5) to the extent required by or pursuant to the terms of any Intercreditor Agreement; (6) any Collateral that is or becomes Excluded Property; and/or (7) to the extent such release is approved, authorized or ratified in writing in accordance with Section 10.01 or 10.02, as applicable. In addition, the Trustee and/or Collateral Agent shall, without the need for any further action by any Person, subordinate or release any Lien on any Collateral granted to or held by it under any Securities Document to the holder of any Permitted Lien described in clause (l) or (bb) of the definition of “Permitted Liens” (or any modification, replacement, renewal, extension or refinancing thereof permitted by clause (gg) of the definition of “Permitted Liens”). Upon the request of the Company pursuant to an Officer’s Certificate and the Collateral Agent’s receipt of (x) an Opinion of Counsel, in each case, stating that all conditions precedent and covenants hereunder and under the other Securities Documents have been met for any release or subordination, as applicable, pursuant to this Section 13.04 and meeting the other requirements of Section 14.02 and Section 14.03 hereof and stating under which of the circumstances set forthforth in Sections 13.03 or 13.04 the Collateral is being released or the Lien on any Collateral is being subordinated, as applicable, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02. (by) Upon receipt of an Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction satisfaction, release or release subordination, as applicable, prepared by the Issuers or the Guarantors, as the case may beCompany, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release or subordination, as applicable, of any Liens on any Collateral permitted to be released or subordinated, as applicable, pursuant to this Indenture or the applicable Collateral AgreementsDocuments. Notwithstanding anything herein to the contrary, including in no event shall the Intercreditor AgreementCollateral Agent be required to execute, deliver or acknowledge any instruments of termination, satisfaction, release or subordination unless, in each case, the Collateral Agent has received an Opinion of Counsel complying with this paragraph.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will The Issuers shall be entitled to releases obtain a full release of assets included in items of Collateral (the Collateral "RELEASED INTERESTS") from the Liens securing the obligations under Security Interests created by this Indenture, the Notes and the Note GuaranteesCollateral Agreements upon compliance with the conditions precedent set forth in SECTIONS 4.16, 8.01 OR 8.02 of this Indenture, the applicable Collateral Agreements and to the extent applicable, the Intercreditor Agreement. So long as no Default or Event of Default exists, upon the request of the Issuers and the furnishing of each of the items required by SECTION 12.05(b), the Collateral Agent upon the direction of the Trustee (or the Trustee if acting as Collateral Agent) shall forthwith take such action (at the request of and the expense of the Issuers, without recourse or warranty and without any representation of any kind), including the execution of appropriate UCC-3 termination statements, to release and reconvey to the Issuers all of the Released Interests, and shall deliver such Released Interests in its possession to the Issuers and their applicable Subsidiary Guarantors. (b) So long as no Default or Event of Default exists, the Issuers shall be entitled to obtain a release of, and the Collateral Agent and the Trustee shall release, the Released Interests upon compliance with the condition precedent that the Issuers shall have satisfied all applicable conditions precedent to any such release set forth in this Indenture, the same from such Liensapplicable Collateral Agreements and to the extent applicable, under any one or more the Intercreditor Agreement as set forth in an Officers' Certificate and an Opinion of Counsel delivered to the following circumstancesTrustee and shall have delivered to the Trustee and the Collateral Agent the following, as applicable: (1i) in connection with release of Collateral resulting from an Asset Sale under SECTION 4.15, notice from the Issuers requesting the release of Released Interests: (A) describing the proposed Released Interests; (B) specifying the value of such Released Interests on a date within 60 days of such notice (the "VALUATION DATE"); (C) stating that the purchase price received is at least equal to the fair market value of the Released Interests; (D) stating that the release of such Released Interests will not be expected to interfere with the Trustee's or Collateral Agent's ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral; and (E) certifying that such Asset Sale complies with the terms and conditions of this Indenture and the applicable Collateral Agreements with respect thereto; (ii) in connection with release of Collateral resulting from an Asset Sale under SECTION 4.15, an Officers' Certificate of the Issuers stating that (A) such Asset Sale covers only the Released Interests and complies with the terms and conditions of this Indenture with respect to Asset Sales; (B) all Net Cash Proceeds from the sale of any of the Released Interests will be applied pursuant to the provisions of this Indenture in respect of Asset Sales; (C) there is no Default or Event of Default in effect or continuing on the date thereof, the Valuation Date or the date of such Asset Sale; (D) the release of the Collateral will not result in a Default or Event of Default under this Indenture; and (E) all conditions precedent in this Indenture relating to the release in question have been or will be complied with; (iii) in connection with release of Collateral resulting from an Asset Sale under SECTION 4.15, the Net Cash Proceeds and other non-cash consideration from the Asset Sale required to be delivered to the Collateral Agent pursuant to this Indenture; -77- (iv) to enable the Issuer extent required by the TIA, an Officers' Certificate of the Issuers and an Opinion of Counsel certifying that all conditions precedent to the release of the Released Interests have been met and that such release complies with the terms and conditions of this Indenture, the applicable Collateral Agreements and to the extent applicable, the Intercreditor Agreement; and (v) all applicable certificates, opinions and other documentation required by the TIA or a Guarantor) this Indenture, if any. Upon compliance by the Issuers with the conditions precedent set forth above, the Trustee shall cause to consummate asset sales be released and dispositions permitted reconveyed, without recourse and without representation or not prohibited under Section 4.11 hereofwarranty of any kind, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02Released Interests. (b) Upon receipt of an Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may will be released from the Lien Liens and security interest interests created by the Collateral Agreements Documents at any time or from time to time in accordance with the provisions of this Indenture, the Collateral Agreements, including any Documents and the Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer The Company and the Guarantors will be entitled to releases of property and assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, Indenture Obligations under any one or more of the following circumstances, and such Liens on such assets shall automatically, without requirement for consent or approval from the Holders, the Trustee or the Collateral Agent and without the need for any further action by any Person, be released, terminated and discharged: (1) if Collateral is sold, transferred, disbursed or otherwise disposed of to enable a Person (other than the Issuer (Company or a Guarantor) to consummate asset sales and dispositions permitted the extent such sale, transfer, disbursement or disposition is not prohibited under Section 4.11 hereof, in each case to a Person other than by the Issuers, any New Parent, the Parent or a Guarantorprovisions of this Indenture; provided that any products or proceeds received by the Company or a Guarantor in respect of any such Liens will not be released if such sale or disposition is prohibited Collateral shall continue to constitute Collateral to the extent required by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof this Indenture and the Issuers are not in compliance therewithCollateral Documents; (2) if any Subsidiary that is a Guarantor is released from its Note GuaranteeGuarantee in accordance with the terms of this Indenture (including by virtue of such Guarantor ceasing to be a Restricted Subsidiary of the Company), such Subsidiarythat Guarantor’s property and assets will also be released from the Liens securing the Notes its Note Guarantee and the Note Guaranteeother Indenture Obligations; (3) if required or permitted in accordance with the terms of the Intercreditor Agreement or the Collateral Documents; (4) as described under Section 9.02; (5) as described under Section 10.05; or (36) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02if such property or assets are or become Excluded Assets. (b) Upon receipt the written request of the Company pursuant to an Officers’ Officer’s Certificate and Opinion of Counsel stating that all conditions precedent hereunder and any necessary or proper under the Collateral Documents and the Intercreditor Agreement have been met, and that the release is permitted by this Indenture, the Collateral Documents and the Intercreditor Agreement, and upon receipt of such instruments of termination, satisfaction or release prepared by the Issuers Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to give effect to or to evidence the release of any Collateral. The Trustee and the Collateral permitted to be released pursuant to Agent shall take such action under this Indenture and the Collateral Documents or otherwise as may be reasonably requested by the Company or the Collateral AgreementsGuarantors, including as the Intercreditor Agreementcase may be, to give effect to or evidence any such release.

Specified Releases of Collateral. The Company and the Guarantors, as the case may be, shall be entitled to obtain a release of, and the Trustee shall release, items of Collateral in the following circumstances: (a1) Notwithstanding anything to the contrary in Section 12.03 hereofCollateral that is sold, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time transferred or from time to time otherwise disposed of in accordance with the provisions Indenture, subject to the conditions precedent set forth in Section 11.05(b) hereof, in the case of an Asset Sale (other than an Event of Loss), and Section 11.05(c) hereof, in the case of an Event of Loss; (2) Collateral that is released with the requisite consent of the Collateral Agreements, including any Intercreditor Agreement, or Holders of Notes as provided hereby. Upon under Section 11.05(e) hereof; (3) all Collateral (except the request trust funds deposited with the Trustee pursuant to Section 8.01(a)(2)(ii) and Section 8.02(d)(i), as applicable, and except as otherwise provided in Sections 8.01 and 8.02) upon discharge of the Issuer Indenture in accordance with Section 8.01 hereof and upon Legal Defeasance or Covenant Defeasance pursuant to Section 8.02 hereof, in each case subject to the conditions precedent set forth in Section 11.05(a) hereof; (4) all Collateral upon payment in full of all obligations of the Company and the Guarantors with respect to the Notes, subject to the conditions precedent set forth in Section 11.05(a) hereof; and (5) Collateral of a Guarantor whose Guarantee is released in accordance with the Indenture and the Security Documents, subject to the conditions precedent set forth in Section 11.05(d) below; provided, that the Trustee shall not release any Lien on any Collateral unless and until it shall have received an Officers’ ' Certificate certifying, and an Opinion of Counsel stating, certifying that all conditions precedent hereunder have been met and without such other documents required by Section 10.05 hereof. Upon compliance with the consent of any Holderabove provisions, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this IndentureTrustee shall execute, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, under any one deliver or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) Upon receipt of an Officers’ Certificate and Opinion of Counsel and acknowledge any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor AgreementSecurity Documents.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may shall be released from the Lien and security interest Liens created by the Collateral Agreements Security Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, Security Documents or as provided herebyin this Indenture. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the The Liens securing the obligations under this Indenture, Collateral shall be automatically released without the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, need for further action by any Person under any one or more of the following circumstances: (1i) in part, as to enable any property that is sold, transferred, disbursed or otherwise disposed of by the Issuer Company or any Guarantor (other than to the Company or a any Guarantor) to consummate asset sales and dispositions permitted or in a transaction not prohibited under Section 4.11 hereofby this Indenture at the time of such sale, in each case to a Person other than the Issuerstransfer, any New Parent, the Parent disbursement or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewithdisposition; (2ii) if in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with the provisions in Section 10.02; (iii) in whole with respect to the Collateral of any Subsidiary that is a Guarantor is released from its Note GuaranteeGuarantor, such Subsidiary’s assets will also be released from upon the Liens securing the Notes and release of the Note Guarantee; orGuarantee of such Guarantor in accordance with this Indenture; (3iv) in whole or in part, as set forthapplicable, and subject as to all or any portion of the conditions statedCollateral which has been taken by eminent domain, condemnation or similar circumstances; and (v) in part, to give effect to a change in the Requisite Foreign Pledge Percentage upon the occurrence of any Reversion Event; (vi) in part, in Sections 8.03, 9.01 and 9.02accordance with the applicable provisions of the Security Documents. (b) Upon receipt the request of the Company pursuant to an Officers’ Officer’s Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Security Documents, if any, have been met, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases (in form reasonably satisfactory to the Collateral Agent) reasonably requested by the Company in order to evidence the release from the Liens created by the Security Documents of any Collateral permitted to be released pursuant to this Indenture or the Security Documents, any such release to be made without any recourse, representation or warranty of the Collateral Agreements, including the Intercreditor AgreementAgent.

Specified Releases of Collateral. (a) Notwithstanding anything Subject to the contrary in Section 12.03 hereof13.03, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Agreements and the Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer Company pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, certifying that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer Company and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, Guarantees under any one or more of the following circumstances: (1) to enable the Issuer Company (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith4.10; (2) if any Subsidiary that is a Guarantor is released from its Note GuaranteeGuarantee in accordance with the terms of this Indenture, such Subsidiary’s assets will also be released from released; (3) if the Liens securing Company exercises its legal defeasance option or covenant defeasance option as described above under Section 8.01; (4) upon satisfaction and discharge of this Indenture in accordance with Section 11.01 or payment in full in cash of the principal of and premium, if any, accrued and unpaid interest and Additional Interest, if any, on the Notes and all other Obligations under this Indenture, the Note GuaranteeNotes, the Collateral Agreements, the Guarantees and the Intercreditor Agreement that are then due and payable; or (35) as set forth, and subject required pursuant to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) terms of the Intercreditor Agreement. Upon receipt of an such Officers’ Certificate and such Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the GuarantorsCompany, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, each applicable Sub-Collateral Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including Agreements and the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything The Company shall be entitled to obtain a full release of all of the contrary in Section 12.03 hereof, Collateral may be released from the Lien of this Indenture and security interest created of the Security Documents upon compliance with the conditions precedent set forth in Section 8.01 for satisfaction and discharge of this Indenture or for Legal Defeasance pursuant to Section 8.01. Upon delivery by the Collateral Agreements at any time or from time Company to time in accordance with the provisions Trustee of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ ' Certificate certifying, and an Opinion of Counsel statingCounsel, each to the effect that all such conditions precedent hereunder have been met complied with (and without which may be the consent same Officers' Certificate and Opinion of any HolderCounsel required by Article Eight), the Issuer Trustee shall forthwith take all necessary action (at the request of and the expense of the Company) to release and reconvey to the Company all of the Collateral, and shall deliver such Collateral in its possession to the Company and its applicable Subsidiary Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indentureincluding, without limitation, the Notes execution and the Note Guarantees, delivery of releases and the Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02satisfactions wherever required. (b) Upon receipt the sale of all of the capital stock or other equity securities of a Restricted Subsidiary that are Collateral under the Pledge Agreement ("Transferred Collateral"), which sale is in accordance with all applicable provisions of the Indenture, the Company shall be entitled to obtain a full release of all of the Transferred Collateral from the Lien of this Indenture and of the Security Documents. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel and any necessary or proper instruments Counsel, each to the effect that such provisions of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may beIndenture have been complied with, the Collateral Agent, without the consent of any Holder or the Trustee and shall forthwith take all necessary action (at the request and expense of the Issuers or Company) to release and reconvey to the Company all of the Transferred Collateral, and shall deliver such Transferred Collateral in its possession to the Company and its applicable Subsidiary Guarantors, including, without limitation, the execution and delivery of releases and satisfactions wherever required. (c) The Company shall executebe entitled to obtain a release of, deliver and the Trustee shall release, all other items of Collateral (the "Released Interests") upon compliance with the condition precedent that the Company and shall have satisfied all applicable conditions precedent to any such release set forth in the applicable Security Documents and shall have delivered to the Trustee the following: (i) An Officers' Certificate certifying that such release complies with the terms and conditions of the applicable Security Documents; and (ii) All certificates, opinions and other documentation required by the TIA or acknowledge such instruments or releases to evidence this Indenture, if any. Upon compliance by the release of any Collateral permitted Company with the conditions precedent set forth above, the Trustee shall cause to be released pursuant and reconveyed to this Indenture or the Collateral AgreementsCompany, including the Intercreditor AgreementReleased Interests.

Specified Releases of Collateral. (a) Notwithstanding anything The Company shall be entitled to obtain a full release of all of the contrary in Section 12.03 hereof, Collateral may be released from the Lien of this Indenture and security interest created of the Security Documents upon compliance with the conditions precedent set forth in Section 8.01 for satisfaction and discharge of this Indenture or for Legal Defeasance pursuant to Section 8.01. Upon delivery by the Collateral Agreements at any time or from time Company to time in accordance with the provisions Trustee of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ ' Certificate certifying, and an Opinion of Counsel statingCounsel, each to the effect that all such conditions precedent hereunder have been met complied with (and without which may be the consent same Officers' Certificate and Opinion of any HolderCounsel required by Article Eight), the Issuer Trustee shall forthwith take all necessary action (at the request of and the Guarantors will be entitled expense of the Company) to releases release and reconvey to the Company all of assets included the Collateral, and shall deliver such Collateral in its possession to the Collateral from the Liens securing the obligations under this IndentureCompany, including, without limitation, the Notes execution and the Note Guarantees, delivery of releases and the Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02satisfactions wherever required. (b) In the event of an Equity Offering involving the sale of any of the Capital Stock of either Red Oak or Sierra directly owned by the Company ("Transferred Collateral"), which sale is in accordance with all applicable provisions of this Indenture, the Company shall be entitled to obtain a full release of all of the Transferred Collateral from the Lien of this Indenture and the Security Documents. Upon receipt delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel and any necessary or proper instruments Counsel, each to the effect that such provisions of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may bethis Indenture have been complied with, the Collateral Agent, without the consent of any Holder or the Trustee and shall forthwith take all necessary action (at the request and expense of the Issuers Issuer) to release and reconvey to the Company or its designee all of the GuarantorsTransferred Collateral, and shall executedeliver such Transferred Collateral in its possession to the Company or its designee, deliver including, without limitation, the execution and delivery of releases and satisfactions wherever required. (c) The Company shall be entitled to obtain a release of, and the Trustee shall release, all other items of Collateral (the "Released Interests") upon compliance with the condition precedent that the Company shall have satisfied all applicable conditions precedent to any such release set forth in the applicable Security Documents and shall have delivered to the Trustee the following: (i) An Officers' Certificate certifying that such release complies with the terms and conditions of the applicable Security Documents; and (ii) All certificates, opinions and other documentation required by the TIA or acknowledge such instruments or releases to evidence this Indenture, if any. Upon compliance by the release of any Collateral permitted Company with the conditions precedent set forth above, the Trustee shall cause to be released pursuant and reconveyed to this Indenture or the Collateral Agreements, including Company the Intercreditor AgreementReleased Interests.

Specified Releases of Collateral. (a) The Issuer shall be entitled to obtain a full release of items of Collateral (the "Released Interests") from the Security Interests created by this Indenture, the Securities and the Collateral Agreements upon compliance with the conditions precedent set forth in Sections 3.14 or 10.1 of this Indenture and the applicable Collateral Agreements. Upon the request of the Issuer and the furnishing of each of the items required by Section 12.4(b), the Collateral Agent upon the direction of the Trustee (or the Trustee if acting as Collateral Agent) shall forthwith take all necessary action (at the request of and the expense of the Issuer, without recourse, representation or warranty) to release and reconvey to the Issuer all of the Released Interests, and shall deliver such Released Interests in its possession to the Issuer. (b) The Issuer shall be entitled to obtain a release of, and the Collateral Agent and the Trustee shall release, the Released Interests upon compliance with the condition precedent that the Issuer shall have satisfied all applicable conditions precedent to any such release as set forth in this Indenture, the Trust Indenture Act of 1939, as amended, and the applicable Collateral Agreements and shall have delivered to the Trustee and the Collateral Agent the following, as applicable: (i) in connection with release of Collateral resulting from an Asset Sale under Section 3.14, notice from the Issuer requesting the release of Released Interests: (A) describing the proposed Released Interests; (B) specifying the value of such Released Interests on a date within 60 days of such notice (the "Valuation Date"); (C) stating that the release of such Released Interests will not be expected to interfere with the Collateral Agent's ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral; and (D) certifying that such Asset Sale complies with the terms and conditions of this Indenture and the applicable Collateral Agreements with respect thereto; (ii) in connection with release of Collateral resulting from an Asset Sale under Section 3.14, an Officers' Certificate of the Issuer stating that (A) such Asset Sale complies with the terms and conditions of this Indenture with respect to Asset Sales; (B) all Net Cash Proceeds from the sale of any of the Released Interests will be applied pursuant to the provisions of this Indenture in respect of Asset Sales; (C) the release of the Collateral will not result in a Default or Event of Default under this Indenture; and (D) all conditions precedent in this Indenture relating to the release in question have been or will be complied with; (iii) an Officers' Certificate of the Issuer and an Opinion of Counsel certifying that all conditions precedent to the release of the Released Interests have been met and that such release complies with the terms and conditions of this Indenture and the applicable Collateral Agreements; (iv) all applicable certificates, opinions and other documentation required by the Trust Indenture Act of 1939, as amended, or this Indenture, if any; (v) Substitute Collateral, along with the items required under Section 12.2 to evidence perfection of a first priority perfected Lien and a second priority perfected Lien, as the case may be, in the Substitute Collateral by the Collateral Agent; and (vi) an Officer's Certificate of the Issuer certifying that there is no Default or Event of Default in effect or continuing on the date thereof. Upon compliance by the Issuer with the conditions precedent set forth above, the Trustee shall cause to be released and reconveyed to the Issuer, the Released Interests. (c) Notwithstanding anything to the contrary in this Section 12.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time 12.4 or from time to time in accordance with the provisions of the Collateral Agreements, including the Issuer may, without any Intercreditor release or consent by the Trustee or any Holder or, to the extent these may be waived, any documents under the Trust Indenture Act of 1939, in the ordinary course of business, (i) sell, transfer, assign or otherwise dispose of inventory, (ii) so long as no Event of Default has occurred and is continuing and to the extent permitted by Section 4.7 of the Security Agreement, sell, transfer, assign or as provided hereby. Upon otherwise dispose of obsolete assets or assets no longer useful to the request business of the Issuer pursuant to an Officers’ Certificate certifyingCompany, and an Opinion (iii) collect and dispose of Counsel statingaccounts receivable and checks. In each such case, that all conditions precedent hereunder have been met the Lien of this Indenture and the Collateral Agreements shall be deemed automatically released without any action on the consent part of any Holderthe Trustee. (d) Notwithstanding anything to the contrary in this Section 12.4 or in the Collateral Agreements, the Issuer and may, without any release or consent by the Guarantors will Trustee or any Holder or, to the extent these may be entitled to releases waived, any documents under the Trust Indenture Act of assets 1939, in the ordinary course of business, sell, transfer, assign or otherwise dispose of Equipment included in the Collateral from having an aggregate cost and/or book value, as applicable, of up to $400,000 per year; provided, that (x) on the Liens securing date of any such release or within the obligations under this Indenturepreceding twelve months, the Notes and Company shall have acquired Substitute Collateral with the Note Guarantees, and lesser of cost or book value equal to the cost and/or book value referred to above; (y) such Substitute Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case be subject to a Person other than first priority perfected Lien; and (z) the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject Company shall deliver to the conditions statedTrustee annually, in Sections 8.03commencing May 15, 9.01 and 9.021999, an Officer's Certificate certifying that the provisions of this clause (d) have been complied with. (b) Upon receipt of an Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will The Company shall be entitled to releases obtain a full release of assets included in items of Collateral (the Collateral "Released Interests") from the Liens securing the obligations under Security Interests created by this Indenture, the Notes and the Note GuaranteesCollateral Agreements upon compliance with the conditions precedent set forth in Sections 4.15, 8.01 and 8.02 of this Indenture and the applicable Collateral Agreements. So long as no Default or Event of Default exists, upon the request of the Company and the furnishing of each of the items required by Section 10.05(b), the Collateral Agent upon the direction of the Trustee (or the Trustee if acting as Collateral Agent) shall forthwith take all necessary action (at the request of and the expense of the Company, without recourse or warranty) to release and reconvey to the Company all of the Released Interests, and shall deliver such Released Interests in its possession to the Company and its applicable Subsidiary Guarantors. (b) So long as no Default or Event of Default exists, the Company shall be entitled to obtain a release of, and the Collateral Agent and the Trustee shall release, the Released Interests upon compliance with the condition precedent that the Company shall have satisfied all applicable conditions precedent to any such release set forth in this Indenture and the same from such Liensapplicable Collateral Agreements and shall have delivered to the Trustee and the Collateral Agent the following, under as applicable; PROVIDED, HOWEVER, that any one or more release pursuant to the Escrow Agreement shall be made in accordance with Section 10.10 hereof and the terms and provisions of the following circumstancesEscrow Agreement: (1i) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited in connection with release of Collateral resulting from an Asset Sale under Section 4.11 hereof4.15, in each case to notice from the Company requesting the release of Released Interests: (A) describing the proposed Released Interests; (B) specifying the value of such Released Interests on a Person other than date within 60 days of such notice (the Issuers, any New Parent, "Valuation Date"); (C) stating that the Parent or a Guarantor; provided that release of such Liens Released Interests will not be released if expected to interfere with the Collateral Agent's ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral; and (D) certifying that such sale or disposition is prohibited by Article 5 or such release would cause Asset Sale complies with the Issuers to have to comply with Section 4.10 hereof terms and conditions of this Indenture and the Issuers are not in compliance therewithapplicable Collateral Agreements with respect thereto; (2ii) if any Subsidiary in connection with release of Collateral resulting from an Asset Sale under Section 4.15, an Officers' Certificate of the Company stating that is a Guarantor is released from its Note Guarantee, (A) such Subsidiary’s assets will also be released Asset Sale covers only the Released Interests and complies with the terms and conditions of this Indenture with respect to Asset Sales; (B) all Net Cash Proceeds from the Liens securing sale of any of the Notes Released Interests will be applied pursuant to the provisions of this Indenture in respect of Asset Sales; (C) there is no Default or Event of Default in effect or continuing on the date thereof, the Valuation Date or the date of such Asset Sale; (D) the release of the Collateral will not result in a Default or Event of Default under this Indenture; and (E) all conditions precedent in this Indenture relating to the Note Guarantee; orrelease in question have been or will be complied with; (3iii) as set forthin connection with release of Collateral resulting from an Asset Sale under Section 4.15, the Net Cash Proceeds and subject other non-cash consideration from the Asset Sale required to be delivered to the conditions stated, in Sections 8.03, 9.01 and 9.02.Collateral Agent pursuant to this Indenture; (biv) Upon receipt of to the extent required by the TIA, an Officers’ ' Certificate of the Company and an Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, shall execute, deliver or acknowledge such instruments or releases certifying that all conditions precedent to evidence the release of any the Released Interests have been met and that such release complies with the terms and conditions of this Indenture and the applicable Collateral permitted Agreements; and (v) all applicable certificates, opinions and other documentation required by the TIA or this Indenture, if any. Upon compliance by the Company with the conditions precedent set forth above, the Trustee shall cause to be released and reconveyed to the Company, the Released Interests. Notwithstanding anything to the contrary in this Article Ten, nothing herein shall prevent, impede, compromise or limit in any manner whatsoever, the full release of the McDonald's Collateral pursuant to this Indenture or the Collateral Agreementsterms of the McDonald's Documents, including the Intercreditor AgreementSubordination Agreement and any Mortgages securing the Company's obligations to McDonald's under the McDonald's Documents.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any the Intercreditor Agreement, or as provided hereby. Upon . (i) An Issuer or a Guarantor will be entitled to releases of assets included in the request Collateral from the Liens securing the Obligations under the Indenture Documents under any one or more of the following circumstances: (A) to enable an Issuer pursuant or a Guarantor to an Officers’ Certificate certifyingsell, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent exchange or otherwise dispose of any Holderof the Collateral to the extent not prohibited under Section 4.10 hereof; (B) if any Guarantor is released from its Guarantee in accordance with the terms of this Indenture (including by virtue of such Guarantor ceasing to be a Restricted Subsidiary), such Guarantor’s property and assets will also be released from the Issuer Liens securing its Guarantee and the other Indenture Documents; or (C) if required in accordance with the terms of the Intercreditor Agreement. (ii) Each of the Issuers and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations Obligations under the Indenture Documents with the consent of Holders in compliance with the amendment and waiver provisions of this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited Indenture as described under Section 4.11 9.02 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) . Upon receipt of an Officers’ such Officer’s Certificate and Opinion of Counsel certifying that all conditions precedent under this Indenture and the Collateral Agreements (and Section 314(d) of the Trust Indenture Act, if any) have been satisfied and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers an Issuer or the Guarantorsa Guarantor, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything Subject to the contrary in Section 12.03 hereof12.04, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, Agreements or as provided hereby. Upon the request of the Issuer Company pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, certifying that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors Company will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) Company to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith4.16; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Guarantee that Subsidiary’s assets will also be released from the Liens securing the Notes; (3) as described in Article 9; or (4) if required in accordance with the terms of the Intercreditor Agreement. The Liens on all Collateral that secures the Notes and the Note GuaranteeGuarantees also will be released: (1) if the Company exercises its Legal Defeasance or Covenant Defeasance options described under Section 8.01; (2) upon satisfaction and discharge of this Indenture or payment in full of the principal of, and premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable; or (3) as set forth, and subject to the conditions stated, described in Sections 8.03, 9.01 and 9.02. (b) Article 9. Upon receipt of an such Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may beCompany, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything Subject to the contrary in Section 12.03 13.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor AgreementDocuments, or as provided hereby. Upon the request of the Issuer Company pursuant to an Officers’ Officer’s Certificate certifying, and receipt of an Opinion of Counsel statingCounsel, in each case, stating that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer Company and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, Guarantees under any one or more of the following circumstances: (1) to enable the Issuer (Collateral that is sold, transferred, disbursed or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case otherwise disposed of to a Person other than the Issuers, any New Parent, the Parent Company or a GuarantorGuarantor to the extent such sale, transfer, disbursement or disposition is not prohibited by the provisions of this Indenture; provided that any products or proceeds received by the Company or a Guarantor in respect of any such Liens will not be released if such sale or disposition is prohibited Collateral shall continue to constitute Collateral to the extent required by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof this Indenture and the Issuers are not in compliance therewithCollateral Documents; (2) if any Subsidiary that is the property and assets of a Guarantor is released upon the release of such Guarantor from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; orGuarantee in accordance with Section 13.05 hereof; (3) as set forth, and subject any property or asset of the Company or a Guarantor that is or becomes an Excluded Asset; (4) any Collateral upon consent of Holders of a majority in aggregate principal amount of Notes outstanding; and (5) to the conditions statedextent required by the Intercreditor Agreement or the Junior Lien Intercreditor Agreement; provided that, in Sections 8.03notwithstanding any other provision of this Indenture or the Collateral Documents, 9.01 and 9.02. (b) Liens securing all or substantially all of the Collateral may be released only pursuant to Section 13.05 hereof. Upon receipt of an Officers’ such Officer’s Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may beCompany, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor AgreementDocuments.

Specified Releases of Collateral. (a) Notwithstanding anything The Company shall be entitled to obtain a full release of items of Collateral (the contrary in Section 12.03 hereof, Collateral may be released “Released Interests”) from the Lien and security interest Security Interests created by this Indenture and the Collateral Agreements at any time or from time to time in accordance upon compliance with the provisions conditions precedent set forth in Sections 4.15, 8.01 or 8.02 of this Indenture, the applicable Collateral AgreementsAgreements and to the extent applicable, including any the Intercreditor Agreement. So long as no Default or Event of Default exists, or as provided hereby. Upon upon the request of the Issuer pursuant Company and the furnishing of each of the items required by Section 10.05(b), the Collateral Agent upon the direction of the Trustee (or the Trustee if acting as Collateral Agent) shall forthwith take all necessary action (at the request of and the expense of the Company, without recourse or warranty and without any representation of any kind), including the delivery of appropriate UCC-3 termination statements (and authorization to file such termination statements), to release and reconvey to the Company all of the Released Interests, and shall deliver such Released Interests in its possession to the Company and its applicable Subsidiary Guarantors. (b) So long as no Default or Event of Default exists, the Company shall be entitled to obtain a release of, and the Collateral Agent and the Trustee shall release, the Released Interests upon compliance with the condition precedent that the Company shall have satisfied all applicable conditions precedent to any such release set forth in this Indenture, the applicable Collateral Agreements and to the extent applicable, the Intercreditor Agreement and shall have delivered to the Trustee and the Collateral Agent the following, as applicable: (i) in connection with release of Collateral resulting from an Asset Sale under Section 4.15, notice from the Company requesting the release of Released Interests: (A) describing the proposed Released Interests; (B) specifying the value of such Released Interests on a date within 60 days of such notice (the “Valuation Date”); (C) stating that the purchase price received is at least equal to the Fair Market Value of the Released Interests; (D) stating that the release of such Released Interests will not be expected to interfere with the Collateral Agent’s ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral; and (E) certifying that such Asset Sale complies with the terms and conditions of this Indenture and the applicable Collateral Agreements with respect thereto; (ii) in connection with release of Collateral resulting from an Asset Sale under Section 4.15, an Officers’ Certificate certifyingof the Company stating that (A) such Asset Sale covers only the Released Interests and complies with the terms and conditions of this Indenture with respect to Asset Sales; (B) all Net Cash Proceeds from the sale of any of the Released Interests will be applied pursuant to the provisions of this Indenture in respect of Asset Sales; (C) there is no Default or Event of Default in effect or continuing on the date thereof, the Valuation Date or the date of such Asset Sale; (D) the release of the Collateral will not result in a Default or Event of Default under this Indenture; and (E) all conditions precedent in this Indenture relating to the release in question have been or will be complied with; (iii) in connection with release of Collateral resulting from an Asset Sale under Section 4.15, the Net Cash Proceeds and other non-cash consideration from the Asset Sale to the extent required to be delivered to the Collateral Agent pursuant to this Indenture; (iv) to the extent required by the TIA, an Officers’ Certificate of the Company and an Opinion of Counsel stating, certifying that all conditions precedent hereunder to the release of the Released Interests have been met and without that such release complies with the consent terms and conditions of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes applicable Collateral Agreements and to the Note Guaranteesextent applicable, and the Collateral Agent shall release the same from such Liens, under any one or more of the following circumstances:Intercreditor Agreement; and (1v) to enable all applicable certificates, opinions and other documentation required by the Issuer (TIA or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereofthis Indenture, in each case to a Person other than if any. Upon compliance by the Issuers, any New ParentCompany with the conditions precedent set forth above, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would Trustee shall cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) Upon receipt of an Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant and reconveyed, without recourse and without representation or warranty of any kind, to this Indenture or the Collateral AgreementsCompany, including the Intercreditor AgreementReleased Interests.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer The Issuers and the Guarantors will shall be entitled to releases obtain a full release of assets included in items of Collateral (the Collateral “Released Interests”) from the security interests and Liens securing the obligations under created by this Indenture, the Notes and the Note GuaranteesCollateral Agreements upon compliance with the conditions precedent set forth in Section 4.13, 8.01 or 8.02 of this Indenture and the applicable Collateral Agreements. So long as no Default or Event of Default exists, upon the request of the Issuers or any Guarantor and the furnishing of each of the items required by Section 12.04(b), the Trustee shall forthwith take such action (at the request of and the expense of the Issuers or such Guarantor, without recourse or warranty and without any representation of any kind), including the delivery of appropriate UCC-3 termination statements, to release and reconvey to such Issuer or such Guarantor all of the Released Interests, and the Collateral Agent shall release the same from deliver such Liens, under any one or more of the following circumstances: (1) Released Interests in its possession to enable the such Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02Guarantor. (b) Upon receipt So long as no Default or Event of Default exists, the Issuers and the Guarantors shall be entitled to obtain a release of, and the Trustee shall release, the Released Interests upon compliance with the condition precedent that such Issuer or such Guarantor shall have satisfied all applicable conditions precedent to any such release set forth in this Indenture and the applicable Collateral Agreements as set forth in an Officers’ Certificate and an Opinion of Counsel delivered to the Trustee and shall have delivered to the Trustee the following, as applicable: (i) in connection with release of Collateral resulting from an Asset Sale under Section 4.13, notice from the Issuers requesting the release of Released Interests: (A) describing the proposed Released Interests (other than with respect to an Asset Sale for which the consideration is Replacement Assets, in which case such notice shall include a statement that the Fair Market Value of such Replacement Assets is at least equal to the Fair Market Value of such Released Interests); (B) specifying the estimated value of such Released Interests on a date within sixty (60) days of such notice (the “Valuation Date”); (C) stating that the purchase price received is at least equal to the fair market value of the Released Interests (other than with respect to an Asset Sale for which the consideration is Replacement Assets, in which case such notice shall include a statement that the Fair Market Value of such Replacement Assets is at least equal to the Fair Market Value of such Released Interests); (D) stating that the release of such Released Interests, taking into account any necessary concurrent replacement of such assets, would not be expected to interfere in any material respect with the Trustee’s ability to realize the value of the remaining Collateral and shall not impair in any material respect the maintenance and operation of the remaining Collateral; and (E) certifying that such Asset Sale complies with the terms and conditions of this Indenture with respect thereto and the applicable Collateral Agreements with respect thereto; (ii) in connection with release of Collateral resulting from an Asset Sale under Section 4.13, an Officers’ Certificate of the Company or proper instruments the Parent, as the case may be stating that (A) such Asset Sale covers only the Released Interests and complies with the terms and conditions of terminationthis Indenture with respect to Asset Sales; (B) there is no Default or Event of Default in effect or continuing on the date thereof, satisfaction the Valuation Date or the date of such Asset Sale; (C) the release prepared of the Collateral shall not result in a Default or Event of Default under this Indenture; and (D) all conditions precedent in this Indenture relating to the release in question have been or shall be complied with. (iii) in connection with release of Collateral resulting from an Asset Sale under Section 4.13, the Net Cash Proceeds and other non-cash consideration from the Asset Sale required to be delivered to the Trustee pursuant to this Indenture; (iv) to the extent required by the TIA, an Officers’ Certificate of the Issuers and an Opinion of Counsel certifying that all conditions precedent to the release of the Released Interests have been met and that such release complies with the terms and conditions of this Indenture and the applicable Collateral Agreements; and (v) all applicable certificates, opinions and other documentation required by the TIA or this Indenture, if any. If the Parent, the Issuers or any Domestic Restricted Subsidiary engages in any direct or indirect sale, issuance, conveyance, transfer, lease, assignment or other transfer for value of any Collateral of the Guarantorstype described in clause (a), (c), (d), (e), (f), (g), (h), (i), (j) or (k) of the proviso to the definition of the term “Asset Sale,” the Liens of the Trustee on such Collateral shall automatically terminate and be released without any action by the Trustee, and the Trustee shall, at the sole cost and expense of the Parent, the Issuers or such Domestic Restricted Subsidiary, as the case may be, execute and deliver to the Collateral AgentParent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantorssuch Domestic Restricted Subsidiary such documents, shall executewithout any representation, deliver warranty or acknowledge such instruments or releases to evidence the release recourse of any Collateral permitted kind whatsoever, as the Parent, such Issuer or such Domestic Restricted Subsidiary shall reasonably request to be released pursuant to this Indenture effect or the Collateral Agreements, including the Intercreditor Agreementevidence such termination.

Specified Releases of Collateral. 104 (a) Notwithstanding anything to Collateral securing the contrary in Section 12.03 hereof, Collateral Notes may be released from the Lien and security interest created by the Collateral Agreements Security Documents at any time or from time to time in accordance with the provisions of the Collateral Security Documents and the Intercreditor Agreements, including any Intercreditor Agreement, or as provided hereby. Upon . (1) The Company and each Guarantor, as applicable, will be entitled to releases of property and other assets included in its Collateral from the request Liens securing the Obligations under the Notes and the Note Guarantees under any one or more of the Issuer pursuant following circumstances: (A) to an Officers’ Certificate certifyingenable the Company or such Guarantor, and an Opinion of Counsel statingas the case may be, that all conditions precedent hereunder have been met and without the consent to sell, exchange or otherwise Dispose of any Holder, of the Issuer Collateral to the extent not prohibited under Section 4.10 hereof; (B) if such Guarantor is released from its Note Guarantee in accordance with the terms of this Indenture; or (C) if required in accordance with the terms of the First Lien Intercreditor Agreement. (2) The Company and the Guarantors each Guarantor will be entitled to releases of assets included in the Collateral from the Liens securing the obligations Obligations under this Indenture, the Notes Notes, the Note Guarantees and the Note Guarantees, Security Documents with the consent of Holders in compliance with the amendment and the Collateral Agent shall release the same from such Liens, under any one or more waiver provisions of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited this Indenture as described under Section 4.11 9.02 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) Upon receipt of an Officers’ ' Certificate and Opinion of Counsel certifying that all conditions precedent under this Indenture, the Security Documents and the Intercreditor Agreements have been satisfied and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Company or the Guarantorsa Guarantor, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or Indenture, the Collateral Agreements, including Security Documents and the Intercreditor AgreementAgreements.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest The Liens created by the Collateral Agreements at any time or from time shall automatically be released: (i) upon payment in full of all principal, premium, if any, and interest on the Notes and of all other obligations for the payment of money due and owing to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any HolderAgent, the Issuer and Trustee or the Guarantors will be entitled to releases of assets included in the Collateral from the Liens securing the obligations Holders under this Indenture, the Notes and Notes, the Note Subsidiary Guarantees, if any, and the Collateral Agreements; (ii) upon a Satisfaction and Discharge in accordance with Article Eight; (iii) upon a Legal Defeasance or Covenant Defeasance in accordance with Article Eight; or (iv) on the date on which all Liens (whether on Collateral or other assets) are terminated or released under the Credit Agreement; provided, however, that in the case of clause (iv) above, if the Credit Agreement is subsequently secured by a Lien on assets that would constitute Collateral at such time, the Notes and the Subsidiary Guarantee of Laundry Corp. will then be secured again by a Lien on such Collateral, subject to the provisions of the security agreements, the Intercreditor Agreement and other documents relating to the Credit Agreement, to the same extent provided under the Collateral Agreements. Upon payment specified in clause (i) above or upon delivery by the Company to the Collateral Agent of an Officers' Certificate and an Opinion of Counsel, each to the effect that at least one of such conditions precedent has been complied with (and which may be the same Officers' Certificate and Opinion of Counsel required by Article Eight), together with such documentation, if any, as may be required by the TIA (including, without limitation, TIA Section 314(c) or Section 314(d)) or reasonably required by the Collateral Agent prior to the release of such Collateral, the Collateral Agent shall release forthwith take all action that is necessary or reasonably requested by the same from such Liens, under any one or more Company (in each case at the expense of the following circumstancesCompany) to release and reconvey to the Company without recourse, representation or warranty of any kind all of the Collateral, and shall deliver such Collateral in its possession to the Company and shall execute and deliver to the Company releases and satisfactions, in recordable or fileable form, to the extent reasonably requested by the Company. (b) In addition to paragraph (a) above, the Liens on the Collateral will be automatically released with respect to any asset constituting Collateral: (1i) to enable that is sold or otherwise disposed of by the Issuer (Company or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case Laundry Corp. to a Person other than the Issuers, any New Parent, Company or Laundry Corp. in a transaction not prohibited by this Indenture at the Parent or a Guarantor; provided that such Liens will not be released if time of such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith;disposition; or (2ii) if any Subsidiary other than as described in paragraph (a) above, that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from Lien in accordance with the Liens securing Credit Agreement and in accordance with the Notes and Intercreditor Agreement (whether pursuant to a foreclosure or other exercise of remedies by the Note Guaranteesecured parties under the Credit Agreement or otherwise); or (3iii) to the extent permitted by the Credit Agreement, if the Company or Laundry Corp. provides substitute assets with at least an equivalent fair value, as set forthdetermined in good faith by the Board of Directors of the Company, and such assets are made subject to the conditions stated, Lien in Sections 8.03, 9.01 and 9.02. (b) Upon receipt of an Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or accordance with the Collateral Agreements, including the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may shall be released from the Lien and security interest Liens created by the Collateral Agreements Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, Documents or as provided herebyin this Indenture. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the The Liens securing the obligations under this Indenture, Collateral shall be automatically released without the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, need for any further action by any Person under any one or more of the following circumstances: (1i) to enable the Issuer (Issuers or a Guarantor) Guarantor to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor5.10; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith;or (2ii) if any Subsidiary that is a Guarantor is released from its Note GuaranteeGuarantee in accordance with the terms of this Indenture (including by virtue of such Guarantor ceasing to be a Restricted Subsidiary), such Subsidiarythat Guarantor’s assets will also be released from the Liens securing the Notes its Guarantee and the Note Guaranteeother Indenture Obligations; (iii) as described under Section 13.05; or (3iv) as set forth, and subject to with the conditions stated, consent of Holders in Sections 8.03, 9.01 and 9.02accordance with Section 10.02. (b) Upon receipt the written request of the Issuers accompanied by an Officers’ Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Collateral Documents and Intercreditor Agreement have been met, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release from the Liens created by the Collateral Documents of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor AgreementDocuments.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may be released from the Lien and security interest created by the Collateral Agreements at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, or as provided hereby. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer The Issuers and the Guarantors will shall be entitled to releases obtain a full release of assets included in items of Collateral (the Collateral "Released Interests") from the Liens securing the obligations under security interests created by this Indenture, the Notes and the Note GuaranteesCollateral Agreements upon compliance with the conditions precedent set forth in Section 4.13, 8.01 or 8.02 of this Indenture and the applicable Collateral Agent shall release Agreements. So long as no Default or Event of Default exists, upon the same from such Liens, under any one or more request of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) Upon receipt of an Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or any Guarantor and the Guarantors, as furnishing of each of the case may beitems required by Section 12.04(b), the Collateral Agent, without Trustee shall forthwith take such action (at the consent request of any Holder or the Trustee and at the expense of the Issuers or such Guarantor, without recourse or warranty and without any representation of any kind), including the Guarantorsdelivery of appropriate UCC-3 termination statements, to release and reconvey to such Issuer or such Guarantor all of the Released Interests, and shall executedeliver such Released Interests in its possession to such Issuer or such Guarantor. (b) So long as no Default or Event of Default exists, deliver the Issuers and the Guarantors shall be entitled to obtain a release of, and the Trustee shall release, the Released Interests upon compliance with the condition precedent that such Issuer or acknowledge such instruments or releases Guarantor shall have satisfied all applicable conditions precedent to evidence any such release set forth in this Indenture and the applicable Collateral Agreements as set forth in an Officers' Certificate and an Opinion of Counsel delivered to the Trustee and shall have delivered to the Trustee the following, as applicable: (i) in connection with release of Collateral resulting from an Asset Sale under Section 4.13, notice from the Issuers requesting the release of Released Interests: (A) describing the proposed Released Interests; (B) specifying the estimated value of such Released Interests on a date within sixty (60) days of such notice (the "Valuation Date"); (C) stating that the purchase price received is at least equal to the fair market value of the Released Interests; (D) stating that the release of such Released Interests, taking into account any concurrent replacement of such assets, would not be expected to interfere in any material respect with the Trustee's ability to realize the value of the remaining Collateral permitted and shall not impair in any material respect the maintenance and operation of the remaining Collateral; and (E) certifying that such Asset Sale complies with the terms and conditions of this Indenture with respect thereto and the applicable Collateral Agreements with respect thereto; (ii) in connection with release of Collateral resulting from an Asset Sale under Section 4.13, an Officers' Certificate of each Issuer stating that (A) such Asset Sale covers only the Released Interests and complies with the terms and conditions of this Indenture with respect to Asset Sales; (B) there is no Default or Event of Default in effect or continuing on the date thereof, the Valuation Date or the date of such Asset Sale; (C) the release of the Collateral shall not result in a Default or Event of Default under this Indenture; and (D) all conditions precedent in this Indenture relating to the release in question have been or shall be complied with. (iii) in connection with release of Collateral resulting from an Asset Sale under Section 4.13, the Net Cash Proceeds and other non-cash consideration from the Asset Sale required to be released delivered to the Trustee pursuant to this Indenture; (iv) to the extent required by the TIA, an Officers' Certificate of the Issuers and an Opinion of Counsel certifying that all conditions precedent to the release of the Released Interests have been met and that such release complies with the terms and conditions of this Indenture or and the applicable Collateral Agreements; and (v) all applicable certificates, including opinions and other documentation required by the Intercreditor AgreementTIA or this Indenture, if any. If the Issuers or any Domestic Restricted Subsidiary engage in any direct or indirect sale, issuance, conveyance, transfer, lease, assignment or other transfer for value of any Collateral of the type described in clause (a), (c), (d), (e), (f), (g), (h), (i), (j) or (k) of the proviso to the definition of the term "Asset Sale," the Liens of the Trustee on such Collateral shall automatically terminate and be released without any action by the Trustee, and the Trustee shall, at the sole cost and expense of the Issuers or such Domestic Restricted Subsidiary, execute and deliver to the Issuers or such Domestic Restricted Subsidiary such documents, without any representation, warranty or recourse of any kind whatsoever, as such Issuer or such Domestic Restricted Subsidiary shall reasonably request to effect or evidence such termination.

Specified Releases of Collateral. (a) Notwithstanding anything The Company shall be entitled to obtain a full release of items of Collateral (the contrary in Section 12.03 hereof, Collateral may be released "Released Interests") from the Lien and security interest Security Interests created by this Indenture and the Collateral Agreements at any time or from time to time in accordance upon compliance with the provisions conditions precedent set forth in Sections 4.6, 8.1 or 8.2 of this Indenture, the applicable Collateral AgreementsAgreements and to the extent applicable, including any the Intercreditor Agreement. So long as no Default or Event of Default exists, or as provided hereby. Upon upon the request of the Issuer pursuant Company and the furnishing of each of the items required by Section 10.5(b), the Collateral Agent upon the direction of the Trustee (or the Trustee if acting as Collateral Agent) shall forthwith take all necessary action (at the request of and the expense of the Company, without recourse or warranty and without any representation of any kind), including the delivery of appropriate UCC-3 termination statements (and authorization to an Officers’ Certificate certifyingfile such termination statements) or any other filing required to be made, to release and reconvey to the Company all of the Released Interests, and an Opinion shall deliver such Released Interests in its possession to the Company and the applicable Guarantors. (b) So long as no Default or Event of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any HolderDefault exists, the Issuer and the Guarantors will Company shall be entitled to releases of assets included in the Collateral from the Liens securing the obligations under this Indenture, the Notes and the Note Guaranteesobtain a release of, and the Collateral Agent and the Trustee shall release the same from such Liens, under any one or more of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited under Section 4.11 hereof, in each case to a Person other than the Issuers, any New Parentrelease, the Parent or a Guarantor; provided Released Interests upon compliance with the condition precedent that such Liens will not be released if such sale or disposition is prohibited by Article 5 or the Company shall have satisfied all applicable conditions precedent to any such release would cause set forth in this Indenture, the Issuers to have to comply with Section 4.10 hereof applicable Collateral Agreements and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) Upon receipt of an Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers or the Guarantors, as the case may beextent applicable, the Collateral Agent, without the consent of any Holder or Intercreditor Agreement and shall have delivered to the Trustee and at the expense of the Issuers or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral AgreementsAgent the following, including the Intercreditor Agreement.as applicable:

Specified Releases of Collateral. (a) Notwithstanding anything to Collateral securing the contrary in Section 12.03 hereof, Collateral Notes may be released from the Lien and security interest created by the Collateral Agreements Security Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Security Documents and the Intercreditor Agreement, or as provided hereby. Upon . (1) The Company and each Guarantor, as applicable, will be entitled to releases of property and other assets included in its Collateral from the request Liens securing the Obligations under the Notes or the Note Guarantees under any one or more of the Issuer pursuant following circumstances: (A) to an Officers’ Certificate certifyingenable the Company or such Guarantor, and an Opinion of Counsel statingas the case may be, that all conditions precedent hereunder have been met and without the consent to sell, exchange or otherwise Dispose of any Holder, of the Issuer Collateral to the extent not prohibited under Section 4.10 hereof; (B) if such Guarantor is released from its Note Guarantee in accordance with the terms of this Indenture; or (C) if required in accordance with the terms of the Intercreditor Agreement. (2) The Company and the Guarantors each Guarantor will be entitled to releases of assets included in the Collateral from the Liens securing the obligations Obligations under this Indenture, the Notes Notes, the Note Guarantees and the Note Guarantees, Security Documents with the consent of Holders in compliance with the amendment and the Collateral Agent shall release the same from such Liens, under any one or more waiver provisions of the following circumstances: (1) to enable the Issuer (or a Guarantor) to consummate asset sales and dispositions permitted or not prohibited this Indenture as described under Section 4.11 9.02 hereof, in each case to a Person other than the Issuers, any New Parent, the Parent or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewith; (2) if any Subsidiary that is a Guarantor is released from its Note Guarantee, such Subsidiary’s assets will also be released from the Liens securing the Notes and the Note Guarantee; or (3) as set forth, and subject to the conditions stated, in Sections 8.03, 9.01 and 9.02. (b) Upon receipt of an Officers’ Officer's Certificate and Opinion of Counsel certifying that all conditions precedent under this Indenture, the Security Documents and the Intercreditor Agreement have been satisfied and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Company or the Guarantorsa Guarantor, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or Indenture, the Collateral Agreements, including Security Documents and the Intercreditor Agreement.

Specified Releases of Collateral. (a) Notwithstanding anything to the contrary in Section 12.03 hereof, Collateral may shall be released from the Lien and security interest Liens created by the Collateral Agreements Security Documents at any time or from time to time in accordance with the provisions of the Collateral Agreements, including any Intercreditor Agreement, Security Documents or as provided herebyin this Indenture. Upon the request of the Issuer pursuant to an Officers’ Certificate certifying, and an Opinion of Counsel stating, that all conditions precedent hereunder have been met and without the consent of any Holder, the Issuer and the Guarantors will be entitled to releases of assets included in the Collateral from the The Liens securing the obligations under this Indenture, Collateral shall be automatically released without the Notes and the Note Guarantees, and the Collateral Agent shall release the same from such Liens, need for further action by any Person under any one or more of the following circumstances: (1i) in part, as to enable any property that is sold, transferred, disbursed or otherwise disposed of by the Issuer Company or any Guarantor (other than to the Company or a any Guarantor) to consummate asset sales and dispositions permitted or in a transaction not prohibited under Section 4.11 hereofby this Indenture at the time of such sale, in each case to a Person other than the Issuerstransfer, any New Parent, the Parent disbursement or a Guarantor; provided that such Liens will not be released if such sale or disposition is prohibited by Article 5 or such release would cause the Issuers to have to comply with Section 4.10 hereof and the Issuers are not in compliance therewithdisposition; (2ii) if in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with the provisions in Section 10.02; (iii) in whole with respect to the Collateral of any Subsidiary that is a Guarantor is released from its Note GuaranteeGuarantor, such Subsidiary’s assets will also be released from upon the Liens securing the Notes and release of the Note Guarantee; orGuarantee of such Guarantor in accordance with this Indenture; (3iv) in whole or in part, as set forthapplicable, and subject as to all or any portion of the conditions statedCollateral which has been taken by eminent domain, condemnation or similar circumstances; and (v) in part, in Sections 8.03, 9.01 and 9.02accordance with the applicable provisions of the Security Documents. (b) Upon receipt the request of the Company pursuant to an Officers’ Officer’s Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Security Documents, if any, have been met, and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuers Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases (in form reasonably satisfactory to the Collateral Agent) reasonably requested by the Company in order to evidence the release from the Liens created by the Security Documents of any Collateral permitted to be released pursuant to this Indenture or the Security Documents, any such release to be made without any recourse, representation or warranty of the Collateral Agreements, including the Intercreditor AgreementAgent.