Common use of Release of Subsidiary Guarantor Clause in Contracts

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically released without any action required by the Trustee or Holders: (i) in the event the Capital Stock of a Subsidiary Guarantor is sold or all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a Any Subsidiary Guarantor shall be automatically released without and relieved of any action required by the Trustee or Holders: obligations under its Subsidiary Guarantee, (i) upon any sale or other disposition (in a transaction that complies with this Indenture) by the event the Company and its Restricted Subsidiaries of their Capital Stock of or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary Guarantor is sold of the Company or any Restricted Subsidiary; (ii) upon the sale of all or substantially all of the assets of such Subsidiary in a transaction that complies with this Indenture; (iii) if the Company properly designates that Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with under this Indenture; (iv) if the definition of “Unrestricted Subsidiary”; Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (iiiv) upon legal defeasance or satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes in compliance with and all other obligations of the provisions of this Indenture described under Article Eight Company and Article Eleven, respectively; (iv) if such any Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) At that are then due and payable. Upon delivery by the request of the Company, and upon delivery Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a release complies with Subsidiary Guarantor under this IndentureSection 10.04 have been met, the Trustee shall execute and deliver such instruments any documents reasonably requested by the Company evidencing required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee Guarantee. (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). b) Any Subsidiary Guarantor not released released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interestof, premium, if any, and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in and subject to this Article Ten.

Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released automatically from its obligations under this Article 10 (aother than any obligation that may have arisen under Section 10.07) upon: (1) the sale or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor, including the sale or disposition of Capital Stock of a Subsidiary Guarantor, following which such Subsidiary Guarantor is no longer a Subsidiary of BZ Holdings; or (2) the sale or disposition of all or substantially all the assets of a Subsidiary Guarantor; provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than BZ Holdings or an Affiliate of BZ Holdings, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the Issuers provide an Officers’ Certificate to the Trustee to the effect that the Issuers and BZ Holdings shall comply with their obligations under Section 4.06. The Subsidiary Guarantee of a Subsidiary Guarantor also shall be automatically released without any action required by the Trustee or Holdersreleased: (i) in the event the Capital Stock of a Subsidiary Guarantor is sold or all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii1) upon the designation of any such Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii2) upon legal defeasance the release or satisfaction and discharge of any Guarantee or other Indebtedness that resulted in the creation after the Issue Date of the Guarantee of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if by such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilitiespursuant to Section 4.11; or (v3) if such Subsidiary Guarantee shall have been released pursuant to the Issuers exercise their legal defeasance option or their covenant defeasance option under Section 9.02. (b) 8.01 or if their obligations under this Indenture are discharged in accordance with the terms of this Indenture. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureIssuers, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a Any Subsidiary Guarantor shall be automatically released without and relieved of any action required by the Trustee or Holders:obligations under its Subsidiary Guarantee, (i) upon any sale or other disposition (in the event the Capital Stock of a Subsidiary Guarantor is sold or all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwisetransaction that complies with this Indenture) by the Parent Company, the Company and their Restricted Subsidiaries of their Capital Stock or a Restricted Subsidiary and the sale complies with the provisions set forth other ownership interests in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Restricted SubsidiarySubsidiary of any such entity; (ii) upon the designation sale of any Subsidiary Guarantor to be an Unrestricted all or substantially all of the assets of such Subsidiary in compliance a transaction that complies with the definition of “Unrestricted Subsidiary”this Indenture; (iii) upon legal defeasance or satisfaction and discharge of if the Notes in compliance with the provisions of Company properly designates that Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture described under Article Eight and Article Eleven, respectively;Indenture; or (iv) if such Subsidiary Guarantor shall have been released from its guarantee upon the release or discharge of Indebtedness under all Material Credit Facilities; or (v) if the Guarantee which resulted in the creation of such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b4.07(b) At hereof, except a discharge or release by or as a result of payment under such Guarantee. Upon delivery by the request of the Company, and upon delivery Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a release complies with Subsidiary Guarantor under this IndentureSection 10.04 have been met, the Trustee shall execute and deliver such instruments any documents reasonably requested by the Company evidencing required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. If the Note Guarantee of any Subsidiary Guarantor is deemed to be released or is automatically released, the Company shall deliver to the Trustee an Officers’ Certificate stating the identity of the released Subsidiary Guarantor, the basis for release in reasonable detail, and that such release complies with this Indenture. (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). b) Any Subsidiary Guarantor not released released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal of, interest and interestpremium, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall be automatically released without from its obligations under this Article 10 (other than any action required by the Trustee or Holdersobligation that may have arisen under Section 10.7) upon: (i) the release of such Subsidiary Guarantor from its obligations as a guarantor under the Senior Credit Facilities (other than in connection with payment in full of such Senior Credit Facilities) or in respect of such other debt that caused it to become a Subsidiary Guarantor under Section 4.7, so long as such Subsidiary Guarantor would not then otherwise be required to be a Subsidiary Guarantor pursuant to Section 4.7; (ii) the event the sale, issuance or other disposition of Capital Stock of a such Subsidiary Guarantor is sold or all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation amalgamation or otherwiseconsolidation) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, that such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon Subsidiary of the designation Company, or the sale of any all or substantially all of the assets of such Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with a Person that is not (either before or after giving effect to such transaction) the definition Company or a Subsidiary, so long as such sale, issuance or other disposition of “Unrestricted Subsidiary”Capital Stock is not prohibited by the terms of this Indenture; (iii) upon legal defeasance immediately prior to or satisfaction and discharge following the dissolution of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively;such Subsidiary Guarantor; or (iv) if such Subsidiary Guarantor shall have been released from the Company exercising its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released legal defeasance option or its covenant defeasance option pursuant to Section 9.02.Article 8 or if the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (b) At the request of the Company, and upon delivery Company or such Subsidiary Guarantor delivering to the Trustee of Trustees an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions provided for in this Indenture relating to such transaction have been complied with, except in the case of a release complies merger, consolidation or amalgamation of a subsidiary guarantor into or with this Indenturethe Company; and (c) at the request of the Company, the Trustee Trustees shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested release (in the form provided by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(aCompany)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall be automatically released without from its obligations under this Article 10 (other than any action required by the Trustee or Holdersobligation that may have arisen under Section 10.7) upon: (i) the release of such Subsidiary Guarantor from its obligations as a guarantor under the Revolving Credit Facility or in respect of such other debt that caused it to become a Subsidiary Guarantor under Section 4.7, so long as such Subsidiary Guarantor would not then otherwise be required to be a Subsidiary Guarantor pursuant to Section 4.7; (ii) the event the sale, issuance or other disposition of Capital Stock of a such Subsidiary Guarantor is sold or all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation merger or otherwiseconsolidation) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, that such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon Subsidiary of the designation Company, or the sale of any all or substantially all of the assets of such Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with a Person that is not (either before or after giving effect to such transaction) the definition of “Unrestricted Company or a Subsidiary”, so long as the sale, issuance or other disposition does not violate Section 5.1; (iii) upon legal defeasance immediately prior to or satisfaction and discharge following the dissolution of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively;such Subsidiary Guarantor; and (iv) if such Subsidiary Guarantor shall have been released from the Company exercising its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released legal defeasance option or its covenant defeasance option pursuant to Section 9.02.Article 8 or if the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (b) At the request of the Company, and upon delivery such Subsidiary Guarantor delivering to the Trustee of an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that a release complies with all conditions provided for in this IndentureIndenture relating to such transaction have been complied with; and (c) at the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested release (in the form provided by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(aCompany)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a Any Subsidiary Guarantor shall be automatically released without and relieved of any action required by the Trustee or Holders: obligations under its Subsidiary Guarantee, (i) upon any sale or other disposition (in a transaction that complies with this Indenture) by the event Company, the Parent Guarantor and their Restricted Subsidiaries of their Capital Stock of or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary Guarantor is sold of any such entity; (ii) upon the sale of all or substantially all of the assets of such Subsidiary in a transaction that complies with this Indenture; (iii) if the Company properly designates that Subsidiary Guarantor are sold as an Unrestricted Subsidiary under this Indenture; or (including iv) upon the release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee pursuant to Section 4.07(b) hereof, except a discharge or release by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of payment under such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon Guarantee. Upon delivery by the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) At the request of the Company, and upon delivery Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a release complies with Subsidiary Guarantor under this IndentureSection 10.04 have been met, the Trustee shall execute and deliver such instruments any documents reasonably requested by the Company evidencing required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee Guarantee. (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). b) Any Subsidiary Guarantor not released released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal of, interest, premium, if any, and interestliquidated damages, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a Each Subsidiary Guarantor shall be automatically deemed released from all obligations under this Article VI without any further action required by on the part of the Trustee or Holders: any Holder: (i1) in upon the event the Capital Stock of a Subsidiary Guarantor is sold sale or all of the assets of a Subsidiary Guarantor are sold other disposition (including by way of merger, consolidation or otherwisemerger) by the Company or a Restricted of such Subsidiary and Guarantor, (2) upon the sale complies with or disposition of all or substantially all the provisions set forth assets of such Subsidiary Guarantor, (3) at such time as (a) such Subsidiary Guarantor no longer Guarantees any other Specified Debt (which, for avoidance of doubt, will include when any such Guarantee is no longer required by any contractual obligation and any other Guarantees are substantially concurrently released) of the Issuer or (b) the release or discharge of the guaranty which resulted in Section 4.10 and if the creation of such Subsidiary Guaranty (except a release or discharge by or as a result of payment under such sale, guaranty); provided that such Subsidiary Guarantor ceases would not then otherwise be required to be a Restricted Subsidiary; Guarantee the Notes pursuant to the Indenture, (ii4) upon the designation defeasance of any the Notes, as provided under Article XIII of the Base Indenture or (5) pursuant to clause (4) of Section 901 of the Base Indenture (in the case of clause (1) or (2), other than to Parent, the Issuer or a Subsidiary of Parent and as permitted by the Indenture). For the avoidance of doubt, the release of a Subsidiary Guaranty of a Subsidiary Guarantor pursuant to be an Unrestricted Subsidiary in compliance clause (3) above shall automatically occur simultaneously with the definition release of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge all such Guarantees of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) other Specified Debt. At the written request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureIssuer, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Notwithstanding the foregoing provisions of this Section 11.05, any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of a Subsidiary Guarantor shall be automatically released without any action required by the Trustee no further force or Holders: effect, (i) in the event the Capital Stock of a Subsidiary Guarantor is sold concurrently with any direct or all of the assets of a Subsidiary Guarantor are sold indirect sale or disposition (including by way of merger, consolidation merger or otherwise) by the Company of such Subsidiary Guarantor or a Restricted Subsidiary and the sale complies any interest therein, or any other transaction, in accordance with the provisions set forth in Section 4.10 and terms of this Indenture, if as a result of such saletransaction such Subsidiary Guarantor is no longer a Parent Subsidiary, (ii) at any time that such Subsidiary Guarantor is (or, substantially concurrently with the release of the Subsidiary Guarantee of such Subsidiary Guarantor or if as a result of the release of the subsidiary guarantee of such Subsidiary Guarantor, will be) released from all of its obligations as borrower or its obligations under its guarantee of any Debt under the Senior Credit Facilities or any Material Debt (it being understood that a release subject to contingent reinstatement is still a release, and that if any such guarantee is so reinstated, such Subsidiary Guarantor ceases Guarantee shall also be reinstated to be a Restricted Subsidiary; (ii) upon the designation of any extent that such Subsidiary Guarantor would then be required to be an Unrestricted provide a Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; Guarantee pursuant to this Section 11.05), (iii) upon the merger or consolidation of such Subsidiary Guarantor with and into the Company or the Parent Guarantor or another Subsidiary Guarantor that is the surviving person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or the Parent Guarantor or another Subsidiary Guarantor, (iv) concurrently with such Subsidiary Guarantor ceasing to constitute a Domestic Subsidiary of the Parent Guarantor, (v) upon legal or covenant defeasance of the Company’s obligations, or satisfaction and discharge of the Notes, or (vi) upon payment in full of the aggregate principal amount of all of the Notes in compliance with then outstanding and all other subsidiary guaranteed obligations then due and owing (provided that the provisions obligations of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such each Subsidiary Guarantor hereunder shall be reinstated if at any time any payment which would otherwise have reduced or terminated the obligations of any Subsidiary Guarantor hereunder and under its Subsidiary Guarantee (whether such payment shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) At the request made by or on behalf of the CompanyCompany or by or on behalf of a Subsidiary Guarantor) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any Subsidiary Guarantor or otherwise, all as though such payment had not been made). Upon any such occurrence specified in this Section 11.05, and upon delivery of an Officer’s Certificate to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureTrustee, the Trustee shall execute and deliver such instruments any documents reasonably requested by the Company evidencing (at the release Company’s expense) in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article TenGuarantee.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 10 (other than any obligation that may have arisen under Section 10.08). (a) The Subsidiary Guarantee upon the sale (including any sale pursuant to any exercise of remedies by a Subsidiary Guarantor shall be automatically released without any action required by the Trustee or Holders: (i) in the event the Capital Stock holder of a Subsidiary Guarantor is sold or all indebtedness of the assets Company or of a such Subsidiary Guarantor are sold Guarantor) or other disposition (including by way of merger, consolidation or otherwisemerger) of a Subsidiary Guarantor, (b) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, (c) upon defeasance of the Securities pursuant to Article 8, (d) upon the discharge of the Company’s obligations in accordance with this Indenture; or (e) upon delivery of an Officers’ Certificate to the Trustee that such Subsidiary Guarantor does not guarantee the obligations of the Company under any Debt of the Company and that such other guarantees have been released other than through discharges as a result of payment by such Subsidiary Guarantor on such guarantees; provided, however, that in the case of clauses (a) and (b) above, (i) such sale or other disposition is made to a Person other than the Company or a Restricted Subsidiary of the Company and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon the designation of any Subsidiary Guarantor such sale or disposition is otherwise permitted by this Indenture. In each such case, prior to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction release and discharge of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall Guaranty, the Company will have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) At the request of the Company, and upon delivery delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that, as required by Section 11.04, all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. Upon being provided an Officers’ Certificate and an Opinion of Counsel that a release complies complying with this IndentureSection 10.07, the Trustee shall execute and deliver such instruments any documents reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Guaranteeing Subsidiary Guarantee of a Subsidiary Guarantor shall be released automatically released without from its obligations under this Third Supplemental Indenture (other than any action required by the Trustee or Holdersobligation that may have arisen under Section 8) upon: (i1) in the event the Capital Stock of a Subsidiary Guarantor is sold sale or all of the assets of a Subsidiary Guarantor are sold other disposition (including by way of merger, consolidation or otherwisemerger) of the Guaranteeing Subsidiary, including the sale or disposition of Capital Stock of the Guaranteeing Subsidiary, following which the Guaranteeing Subsidiary is no longer a Subsidiary of BZ Holdings; or (2) the sale or disposition of all or substantially all the assets of the Guaranteeing Subsidiary; provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than BZ Holdings or an Affiliate of BZ Holdings, (ii) such sale or disposition is otherwise permitted by the Company or a Restricted Indenture and (iii) the Issuers provide an Officers' Certificate to the Trustee to the effect that the Issuers and BZ Holdings shall comply with their obligations under Section 4.06 of the Indenture. The Subsidiary and Guarantee of the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Guaranteeing Subsidiary Guarantor ceases to also shall be a Restricted Subsidiary;automatically released: (ii1) upon the designation of any the Guaranteeing Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii2) upon legal defeasance the release or satisfaction and discharge of any Guarantee or other Indebtedness that resulted in the creation after the Issue Date of the Guarantee of the Notes in compliance with by the provisions Guaranteeing Subsidiary pursuant to Section 4.11 of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilitiesthe Indenture; or (v3) if such Subsidiary Guarantee shall have been released pursuant to the Issuers exercise their legal defeasance option or their covenant defeasance option under Section 9.02. (b) 8.01 of the Indenture or if their obligations under the Indenture are discharged in accordance with the terms of the Indenture. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureIssuers, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article Eleven (aother than any obligation that may have arisen under Section 11.07) (1) The upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Company or of such Subsidiary Guarantee Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor shall be automatically released without any action required by Guarantor, including the Trustee sale or Holders: (i) in the event disposition of the Capital Stock of a Subsidiary Guarantor following which such Subsidiary Guarantor is sold no longer a Subsidiary, (2) upon the sale or disposition of all of or substantially all the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary;Guarantor, (ii3) upon the designation of any such Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance accordance with the definition terms of “Unrestricted Subsidiary”;this Indenture, (4) at such time as such Subsidiary Guarantor does not have any Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 4.13 of this Indenture and the Company provides an Officers' Certificate to the Trustee certifying that no such Indebtedness is outstanding and that the Company elects to have such Subsidiary Guarantor released from this Article Eleven, or (5) upon defeasance of the Notes pursuant to Article Eight, or (6) upon the full satisfaction of the Company's obligations under this Indenture pursuant to Section 8.01(a) or otherwise in accordance with the terms of the Indenture; provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than the Company or a Subsidiary of the Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance Company provides an Officers' Certificate to the Trustee to the effect that the Company will comply with the provisions its obligations under Section 4.06 of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) Indenture. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall will be automatically released without from its obligations under this Article 10 (other than any action required by the Trustee or Holders:obligation that may have arisen under Section 10.08) (i1) in upon the event sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor, including the sale or disposition of Capital Stock of a such Subsidiary Guarantor, following which such Subsidiary Guarantor is sold no longer a Subsidiary of the Company; or (2) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor; in each case other than to the Company or an Affiliate of the Company and as permitted by this Indenture and if in connection therewith the Company provides an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06 in respect of such disposition. Upon any sale or disposition described in clause (1) or (2) above, the obligor on the related Subsidiary Guaranty will be released from its obligations thereunder. The Subsidiary Guaranty of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to also shall be a Restricted Subsidiary;released: (ii3) upon the designation of any such Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance accordance with the definition terms of “Unrestricted Subsidiary”this Indenture; (iii4) upon legal defeasance or satisfaction and discharge of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; at such time as (ivA) if any Guarantee by such Subsidiary Guarantor shall have of the obligations under the Credit Agreement and any other Guarantee that resulted in (or would by itself require) the creation of such Subsidiary Guaranty under this Indenture has been released from its guarantee and discharged, except a discharge or release by or as a result of payment under such Guarantee, or (B) such Subsidiary Guarantor does not have any Indebtedness outstanding that resulted in (or would by itself require) the creation of such Subsidiary Guaranty under all Material Credit Facilitiesthis Indenture; or (v5) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) the Company exercises its legal defeasance option or its covenant defeasance option as described in Article 8 or if the Company's obligations under this Indenture are discharged in accordance with the terms of this Indenture. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically released without any action required by the Trustee or Holders: (i) in the event the Capital Stock of a Subsidiary Guarantor is sold or all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iviii) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (viv) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article Ten (aother than any obligation that may have arisen under Section 10.07): (1) The upon the sale (including any sale pursuant to any exercise of remedies by a holder of indebtedness of the Parent, the Issuers or of such Subsidiary Guarantee Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor shall be automatically released without any action required by Guarantor, including the Trustee sale or Holders: (i) in the event disposition of the Capital Stock of a Subsidiary Guarantor, following which such Subsidiary Guarantor is sold or all no longer a Subsidiary of the Parent, (2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, (3) in connection with the merger or consolidation of a Subsidiary Guarantor are sold with (including a) an Issuer or (b) any other Guarantor (provided that the surviving entity remains a Guarantor), (4) upon the Parent properly designating such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture, (5) upon a liquidation or dissolution of such Subsidiary Guarantor permitted under this Indenture, (6) upon the release or discharge of the Guaranty that resulted in the creation of such Subsidiary Guaranty, except a discharge or release by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of payment under such saleGuaranty, such Subsidiary Guarantor ceases to be a Restricted Subsidiary;or (ii7) upon the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture, provided, however, that in the Notes in compliance with case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than the provisions Parent or a Subsidiary of the Parent and (ii) such sale or disposition is otherwise permitted by this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureParent, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. Notwithstanding anything to the contrary contained in this Indenture in the event that Section 4.14 of the Indenture ceases to have further force or effect each Subsidiary Guarantor shall be, and in the event a Subsidiary Guarantor is released from all obligations which pursuant to Section 4.14 hereof would obligate it to become a Subsidiary Guarantor (aif it was not already a Subsidiary Guarantor) The such Subsidiary Guarantee Guarantor shall be, automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required on the part of the Trustee or any Holder, PROVIDED that, to the extent the provisions of Section 4.14 remain in force and effect, the provisions of Section 4.14 hereof shall apply anew in the event that such Subsidiary Guarantor subsequent to being released incurs any obligations that pursuant to Section 4.14 hereof obligate it to become a Subsidiary Guarantor. In addition, upon (i) the designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the terms of this Indenture or (ii) the sale or other disposition (by merger or otherwise) of a Subsidiary Guarantor shall be automatically released without any action required by the Trustee or Holders: (i) in the event the Capital Stock of a Subsidiary Guarantor is sold or all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and of the sale complies Company to any Person that is not an Affiliate of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the provisions set forth in Section 4.10 and if as a result terms of such salethis Indenture, such Subsidiary Guarantor ceases shall be automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required on the part of the Trustee or any Holder, PROVIDED that such sale or other disposition, or consolidation or merger is made in E-3 106 accordance with the terms of this Indenture, including Sections 4.12 and 5.01 hereof; PROVIDED, HOWEVER, that the foregoing proviso shall not apply to be the sale or disposition of a Restricted Subsidiary; (ii) upon the designation of any Subsidiary Guarantor or of the Capital Stock thereof in a foreclosure proceeding (whether or not judicial) to the extent that such proviso would be an Unrestricted Subsidiary in compliance inconsistent with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge requirements of the Notes in compliance with Uniform Commercial Code. Notwithstanding the provisions immediately preceding sentence, upon receipt of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) At the a request of the Company, and upon delivery Company accompanied by an Officers' Certificate certifying as to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies compliance with this IndentureSection 11.04, the Trustee shall execute and deliver such instruments reasonably requested by the Company an appropriate instrument evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a))Guarantor. Any Subsidiary Guarantor not so released from its obligations or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture Guaranty as provided in this Article Ten11.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall be automatically released without from its obligations under this Article 4 (other than any action required by the Trustee or Holders:obligation that may have arisen under Section 4.07): (i1) in upon the event the Capital Stock sale (including any sale pursuant to any exercise of remedies by a Subsidiary Guarantor is sold or all holder of Indebtedness of the assets Company or of a such Subsidiary Guarantor are sold Guarantor) or other disposition (including by way of merger, consolidation or otherwisemerger) of a Subsidiary Guarantor; (2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor; (3) unless there is an existing Event of Default on the date the Subsidiary Guarantee would be released, at such time and for so long as such Subsidiary Guarantor does not Guarantee (other than a Guarantee that will be released upon the release of the applicable Subsidiary Guarantee) any Indebtedness of the Company or another Subsidiary Guarantor; (4) at any time during a Suspension Period if the Company provides an Officers’ Certificate to the Trustee stating that the Company elects to have such Subsidiary Guarantor released from this Article 4; or (5) upon the exercise by the Company of its legal defeasance option or its covenant defeasance option or if the obligations of the Company relating to the Notes under the Indenture are discharged pursuant to the terms thereof; provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than the Company or a Restricted Subsidiary of the Company and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon such sale or disposition is otherwise permitted by the designation Indenture. The Company shall notify the Trustee and the Holders of Notes if the Subsidiary Guarantee of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) is released. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments release in form and substance reasonably requested by satisfactory to the Company evidencing Trustee and the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article TenCompany.

Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released automatically from its obligations under this Article 10 (aother than any obligation that may have arisen under Section 10.07) upon: (1) the sale or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor, including the sale or disposition of Capital Stock of a Subsidiary Guarantor, following which such Subsidiary Guarantor is no longer a Subsidiary of BZ Holdings; or (2) the sale or disposition of all or substantially all the assets of a Subsidiary Guarantor; provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than BZ Holdings or an Affiliate of BZ Holdings, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the Issuers provide an Officers' Certificate to the Trustee to the effect that the Issuers and BZ Holdings shall comply with their obligations under Section 4.06. The Subsidiary Guarantee of a Subsidiary Guarantor also shall be automatically released without any action required by the Trustee or Holdersreleased: (i) in the event the Capital Stock of a Subsidiary Guarantor is sold or all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii1) upon the designation of any such Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii2) upon legal defeasance the release or satisfaction and discharge of any Guarantee or other Indebtedness that resulted in the creation after the Issue Date of the Guarantee of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if by such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilitiespursuant to Section 4.11; or (v3) if such Subsidiary Guarantee shall have been released pursuant to the Issuers exercise their legal defeasance option or their covenant defeasance option under Section 9.02. (b) 8.01 or if their obligations under this Indenture are discharged in accordance with the terms of this Indenture. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureIssuers, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall will be automatically and unconditionally released without from its obligations under this Article 10 (other than any action required by the Trustee or Holders:obligation that may have arisen under Section 10.07): (i1) in connection with any sale or other disposition of all or substantially all of the event assets of that Subsidiary Guarantor (including by way of merger or consolidation) other than to the Company or a Restricted Subsidiary of the Company, if such transaction as of the time of such disposition complies with Section 4.06 hereof; (2) in connection with any sale or other disposition of the Capital Stock of a Subsidiary Guarantor is sold or all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation merger or otherwiseconsolidation) by other than to the Company or a Restricted Subsidiary of the Company, if such transaction at the time of such disposition complies with Section 4.06 hereof and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted SubsidiarySubsidiary of the Company as a result of such transaction; (ii3) upon if the designation of Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance accordance with the provisions of this Indenture described under Article Eight and Article Eleven, respectivelyIndenture; (iv4) if such Subsidiary Guarantor shall have been released from the Company effects either its guarantee of Indebtedness under all Material Credit Facilitieslegal defeasance option or its covenant defeasance option in accordance with Section 8.01(b) hereof or if it satisfies and discharges this Indenture in accord with Section 8.01(a) hereof; or (v5) if unless a Default or Event of Default has occurred and is continuing, at such time as such Subsidiary Guarantee shall have been released pursuant Guarantor ceases to Section 9.02. (b) guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor under a Credit Facility. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenturethe Collateral Trustee, the Trustee as applicable, shall execute and deliver such instruments instrument reasonably requested by the Company evidencing the release of or such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any evidencing such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Subsidiary Note Guarantee of a Subsidiary Guarantor shall will be automatically released without and discharged: (1) upon such Subsidiary Guarantor becoming an Excluded Subsidiary to the extent permitted by this Indenture; (2) upon the release or discharge of such Subsidiary Guarantor from its guarantee, and of all Liens, if any, granted by such subsidiary in connection with the Revolving Credit Agreement and any action other Indebtedness that required such Subsidiary Guarantor to enter into a supplemental indenture to provide a Note Guarantee pursuant to Section 10.7, other than if such Subsidiary Guarantor would otherwise be required to enter into a supplemental indenture to provide a Note Guarantee pursuant to such Section 10.7 immediately upon such release; (a) upon any sale, exchange, disposition, issuance or transfer (including by the Trustee merger, amalgamation, consolidation or Holdersotherwise) of: (i) in the event Equity Interests of such Subsidiary Guarantor or any holder of Equity Interests of such Subsidiary Guarantor, after which the Capital Stock of a applicable Subsidiary Guarantor is sold no longer a subsidiary of the Issuer, or (ii) all or substantially all of the assets of a such Subsidiary Guarantor are sold Guarantor, in the case of each of clause (including by way of mergeri) and (ii), consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases exchange, disposition, issuance or transfer does not violate the applicable provisions of this Indenture required to be a Restricted Subsidiarysatisfied in connection therewith at the time thereof; (ii4) upon the designation of any such Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”Section 4.12; (iii5) immediately prior to or upon legal defeasance or satisfaction and discharge the dissolution of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee if such dissolution does not violate the terms of Indebtedness under all Material Credit Facilitiesthis Indenture; or (v6) upon the Issuer’s exercise of its legal defeasance option or its covenant defeasance option under Article 8 or if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) At the request of Issuer’s obligations under this Indenture are discharged in accordance with the Companyterms hereof, and upon delivery to in each case if in connection therewith the Trustee of Issuer provides an Officers’ Officer’s Certificate and an Opinion of Counsel to the Trustee each stating that all conditions provided in this Indenture relating to such transaction or release have been complied with. (b) A Guarantor may consolidate with, merge with or into, or liquidate or dissolve into, or transfer all or substantially all its assets to, any other Person to the extent set forth in Article 5, and upon completion of such a release complies transaction in compliance with this Indenturesuch Article 5, the Trustee shall execute Note Guarantee of such Guarantor will be automatically released and deliver such instruments reasonably requested discharged. In addition, the Equity Interests of a Subsidiary Guarantor may be sold or otherwise disposed of to another Person to the extent set forth in Section 4.7, and upon delivery by the Company evidencing Issuer of an Officer’s Certificate to the release Trustee to the effect that such a transaction will comply with such Section 4.7, the Note Guarantee of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not if no longer a Restricted Subsidiary) will be automatically released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tendischarged.

Release of Subsidiary Guarantor. (a) The Subsidiary Note Guarantee of a Subsidiary Guarantor shall will be automatically released without and discharged: (1) upon such Subsidiary Guarantor becoming an Excluded Subsidiary to the extent permitted by this Indenture; (2) upon the release or discharge of such Subsidiary Guarantor from its guarantee, and of all Liens, if any, granted by such subsidiary in connection with the Revolving Credit Agreement and any action other Indebtedness that required such Subsidiary Guarantor to enter into a supplemental indenture to provide a Note Guarantee pursuant to Section 10.7, other than if such Subsidiary Guarantor would otherwise be required to enter into a supplemental indenture to provide a Note Guarantee pursuant to such Section 10.7 immediately upon such release; (3) upon any sale, exchange, disposition, issuance or transfer (including by the Trustee merger, amalgamation, consolidation or Holdersotherwise) of: (i) in the event Equity Interests of such Subsidiary Guarantor or any holder of Equity Interests of such Subsidiary Guarantor, after which the Capital Stock of a applicable Subsidiary Guarantor is sold no longer a subsidiary of the Issuer, or (ii) all or substantially all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary;Guarantor, (ii4) upon the designation of any such Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”Section 4.8; (iii5) upon legal defeasance immediately prior to or satisfaction and discharge following the dissolution of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit FacilitiesGuarantor; or (v6) upon the Issuer’s exercise of its legal defeasance option or its covenant defeasance option under Article 8 or if such Subsidiary Guarantee shall have been released pursuant to Section 9.02the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) At A Subsidiary Guarantor may consolidate with, merge with or into, or liquidate or dissolve into, or transfer all or substantially all its assets to, any other Person to the request of the Companyextent set forth in Article 5, and upon delivery to the Trustee completion of an Officers’ Certificate and an Opinion of Counsel that such a release complies transaction in compliance with this Indenturesuch Article 5, the Trustee shall execute and deliver such instruments reasonably requested by the Company evidencing the release Note Guarantee of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not will be automatically released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tendischarged.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall be automatically released from its obligations hereunder (other than any of its obligations that may have arisen under Section 9.07) without the consent of any action required by the Trustee or Holdersholders: (ia) in the event the Capital Stock connection with any sale or other disposition of a Subsidiary Guarantor is sold all or substantially all of the properties or assets of a such Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) by the Company or any Restricted Subsidiary, if the sale or other disposition does not violate Section 4.07; (b) in connection with any sale or other disposition of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or any Restricted Subsidiary Subsidiary, if the sale or other disposition does not violate Section 4.07 and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted SubsidiarySubsidiary as a result of the sale or other disposition; (iic) upon if the Company changes the designation of any such Subsidiary Guarantor from a Restricted Subsidiary to be an Unrestricted Subsidiary in compliance accordance with the definition applicable provisions of “Unrestricted Subsidiary”this Indenture; (iiid) if the Indebtedness which resulted in such Subsidiary Guarantor’s obligation to Guarantee the Securities pursuant to Section 4.12 is repaid, satisfied or discharged or if such Subsidiary Guarantor’s guarantee thereof is released or discharged; (e) upon the liquidation or dissolution of such Subsidiary Guarantor that does not constitute an Event of Default; (f) if such Subsidiary Guarantor is not otherwise required to Guarantee any Indebtedness incurred pursuant to Section 4.05(b)(1) as a result of such Subsidiary Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (7 U.S.C. Section 1 et seq.), as amended from time to time, and any successor statute; or (g) upon legal defeasance, covenant defeasance or satisfaction and discharge of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from in accordance with its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) terms. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver such instruments reasonably requested by the Company an appropriate instrument evidencing the any release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article TenSection.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall be automatically released without from its obligations under this Article 10 (other than any action required by the Trustee or Holdersobligation that may have arisen under Section 10.7) upon: (i) the release of such Subsidiary Guarantor from its obligations as a guarantor under the New Revolving Credit Facility or in respect of such other debt that caused it to become a Subsidiary Guarantor under Section 4.7, so long as such Subsidiary Guarantor would not then otherwise be required to be a Subsidiary Guarantor pursuant to Section 4.7; (ii) the event the sale, issuance or other disposition of Capital Stock of a such Subsidiary Guarantor is sold or all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation merger or otherwiseconsolidation) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, that such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon Subsidiary of the designation Company, or the sale of any all or substantially all of the assets of such Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with a Person that is not (either before or after giving effect to such transaction) the definition of “Unrestricted Company or a Subsidiary”, so long as the sale, issuance or other disposition does not violate Section 5.1; (iii) upon legal defeasance immediately prior to or satisfaction and discharge following the dissolution of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively;such Subsidiary Guarantor; and (iv) if such Subsidiary Guarantor shall have been released from the Company exercising its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released legal defeasance option or its covenant defeasance option pursuant to Section 9.02.Article 8 or if the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; (b) At the request of the Company, and upon delivery such Subsidiary Guarantor delivering to the Trustee of an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that a release complies with all conditions provided for in this IndentureIndenture relating to such transaction have been complied with; and (c) at the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested release (in the form provided by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(aCompany)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten.

Release of Subsidiary Guarantor. (a) The A Subsidiary Guarantee Guarantor will be automatically released from its obligations under this Article 11 (other than any obligation that may have arisen under Section 11.07), and will immediately cease to be a Subsidiary Guarantor hereunder (including, for the avoidance of doubt, for the purposes of Section 4.06), in each case, with respect to a Series of Securities: (1) upon the sale or other disposition (including by way of consolidation, merger or scheme or arrangement qualifying as an amalgamation) of a Subsidiary Guarantor shall be automatically released without any action required by Guarantor, including the Trustee sale or Holders: (i) in the event the disposition of Capital Stock of a Subsidiary Guarantor, following which such Subsidiary Guarantor is sold or all no longer a Subsidiary of the Company; (2) upon the sale or disposition of all or substantially all the assets of a Subsidiary Guarantor are sold (including by way of mergerconsolidation, consolidation merger or otherwisescheme or arrangement qualifying as an amalgamation) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted SubsidiaryGuarantor; (ii3) upon the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge covenant defeasance of the Notes in compliance with Securities of such Series pursuant to Article 8 or if the provisions of Company’s obligations under this Indenture described under are satisfied and discharged pursuant to Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities9; or (v4) if the Securities of such Subsidiary Guarantee Series are rated Investment Grade by at least two of three of Xxxxx’x, S&P or Fitch and no Default or Event of Default has occurred and is continuing under this Indenture with respect to such Series at the time such Securities become rated Investment Grade by at least two of three of Xxxxx’x, S&P or Fitch; provided, however, that in the case of clauses (1) and (2) above, such sale or other disposition is made to a Person other than the Company or an Affiliate of the Company and such sale or disposition is not otherwise prohibited by this Indenture. Such release shall have been released pursuant to Section 9.02be effective regardless of whether the Securities of such Series maintain an Investment Grade. (b) At the request of the Company, Company and upon delivery to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel that a release complies with this IndentureCounsel, if required, the Trustee shall execute and deliver such instruments reasonably requested by the Company an appropriate instrument evidencing the release of such a Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to this Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten11.06.

Release of Subsidiary Guarantor. (a) The Notwithstanding anything to the contrary contained in this Indenture in the event that Section 4.14 of the Indenture ceases to have further force or effect each Subsidiary Guarantee of Guarantor shall be, and in the event a Subsidiary Guarantor is released from all obligations which pursuant to Section 4.14 hereof obligate it to become a Subsidiary Guarantor such Subsidiary Guarantor shall be be, deemed automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required by on the part of the Trustee or Holders: any Holder, PROVIDED that, to the extent the provisions of Section 4.14 remain in force and effect, the provisions of Section 4.14 hereof shall apply anew in the event that such Subsidiary Guarantor subsequent to being released incurs any obligations that pursuant to Section 4.14 hereof obligate it to become a Subsidiary Guarantor. In addition, upon (i) the designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the event terms of the Indenture or (ii) the sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor is sold or all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and of the sale complies Company to, or upon the consolidation or merger of a Subsidiary Guarantor with or into, any person other than the provisions set forth in Section 4.10 and if as a result Company or an Affiliate of such salethe Company or any of its Subsidiaries, such Subsidiary Guarantor ceases to shall be a Restricted Subsidiary; (ii) upon deemed automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required on the designation part of the Trustee or any Subsidiary Guarantor to be an Unrestricted Subsidiary Holder, PROVIDED that such sale or other disposition, or consolidation or merger is made in compliance accordance with the definition terms of “Unrestricted Subsidiary”; (iii) upon legal defeasance this Indenture, including 103 Sections 4.12 and 5.01 hereof; PROVIDED, HOWEVER, that the foregoing proviso shall not apply to the sale or satisfaction and discharge disposition of a subsidiary Guarantor or of the Notes Capital Stock thereof in compliance a foreclosure proceeding (whether or not judicial) to the extent that such proviso would be inconsistent with the provisions requirements of this Indenture described under Article Eight and Article Eleventhe Uniform Commercial Code. Notwithstanding the immediately preceding sentence, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee upon receipt of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) At the a request of the Company, and upon delivery Company accompanied by an Officers' Certificate certifying as to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies compliance with this IndentureSection 11.04, the Trustee shall execute and deliver such instruments reasonably requested by the Company an appropriate instrument evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a))Guarantor. Any Subsidiary Guarantor not so released from its obligations or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture Guaranty as provided in this Article Ten.11. 104 EXHIBIT F SENIOR GUARANTY ---------------

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall be automatically released without from its obligations under this Article 10 (other than any action required by the Trustee or Holders:obligation that may have arisen under Section 10.07): (i1) in upon the event the Capital Stock sale (including any sale pursuant to any exercise of remedies by a Subsidiary Guarantor is sold or all holder of Indebtedness of the assets Issuer or of a such Subsidiary Guarantor are sold Guarantor) or other disposition (including by way of merger, consolidation or otherwisemerger) of such Subsidiary Guarantor; (2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor; (3) upon such Subsidiary Guarantor becoming an Excluded Subsidiary; (4) unless there is an existing Event of Default on the date the Subsidiary Guarantee would be released, at such time and for so long as such Subsidiary Guarantor does not Guarantee (other than a Guarantee that will be released upon the release of the applicable Subsidiary Guarantee) (i) any Indebtedness of the Company or another Subsidiary Guarantor (other than Indebtedness of the Company or other Subsidiary Guarantors the outstanding principal amount of which, in the aggregate, does not exceed $100,000,000), and (ii) any Capital Markets Indebtedness of the Issuer; (5) at any time during a Suspension Period if the Issuer provides an Officers’ Certificate to the Trustee stating that the Issuer elects to have such Subsidiary Guarantor released from this Article 10; or (6) upon the exercise by the Issuer of its legal defeasance option or its covenant defeasance option or if the Obligations of the Issuer under this Indenture and the Notes are discharged pursuant to Article 8; provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than the Company or a Restricted Subsidiary of the Company, and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon such sale or disposition is otherwise permitted by this Indenture. Notwithstanding anything to the designation of contrary in this Section 10.06, the Company, at its option, may cause any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance with Company to become a Subsidiary Guarantor of the provisions of this Indenture described under Article Eight Notes, and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from is not otherwise required under this Indenture to provide a Subsidiary Guarantee, the Company, at its guarantee of Indebtedness under all Material Credit Facilities; or (v) if option, may cause any such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) be released, subject to applicable law. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureIssuer, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to this Section 10.05(a10.06)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall be automatically released without from its obligations under this Article 10 (other than any action required by the Trustee or Holders:obligation that may have arisen under Section 10.07): (i1) in upon the event the Capital Stock sale (including any sale pursuant to any exercise of remedies by a Subsidiary Guarantor is sold or all holder of Indebtedness of the assets Company or of a such Subsidiary Guarantor are sold Guarantor) or other disposition (including by way of merger, consolidation or otherwisemerger) by the Company or of a Restricted Subsidiary and Guarantor, (2) upon the sale complies with or disposition of all or substantially all the provisions set forth in Section 4.10 and if as a result assets of such sale, such Subsidiary Guarantor ceases to be a Restricted SubsidiaryGuarantor; (ii3) upon the designation of any such Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance accordance with the definition terms of “Unrestricted Subsidiary”;this Indenture, (4) unless there is then existing an Event of Default, at such time and for so long as any such Subsidiary Guarantor that became a Subsidiary Guarantor after the Closing Date pursuant to Section 4.11 does not Guarantee any Indebtedness that would have required such Subsidiary Guarantor to enter into a Supplemental Indenture pursuant to Section 4.11 and the Company provides an Officers' Certificate to the Trustee certifying that no such Guarantee is outstanding and the Company elects to have such Subsidiary Guarantor released from this Article 10, or (5) at any time during a Suspension Period if the Company provides an Officers' Certificate to the Trustee stating that the Company elects to have such Subsidiary Guarantor released from this Article 10, or (6) upon the exercise by the Company of its legal defeasance option or its covenant defeasance option or if the Obligations of the Company under the Indenture and the Securities are discharged pursuant to Article 8; provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than the Company or a Subsidiary of the Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance Company complies with the provisions of this Indenture described its obligations under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) 4.06. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Subsidiary Note Guarantee of a Subsidiary Guarantor shall will be automatically released without and discharged: (1) upon such Subsidiary Guarantor becoming an Excluded Subsidiary to the extent permitted by this Indenture; (2) upon the release or discharge of such Subsidiary Guarantor from its guarantee, and of all Liens, if any, granted by such subsidiary in connection with the Revolving Credit Agreement and any action other Indebtedness that required such Subsidiary Guarantor to enter into a supplemental indenture to provide a Note Guarantee pursuant to Section 10.7, other than if such Subsidiary Guarantor would otherwise be required to enter into a supplemental indenture to provide a Note Guarantee pursuant to such Section 10.7 immediately upon such release; (3) upon any sale, exchange, disposition, issuance or transfer (including by the Trustee merger, amalgamation, consolidation or Holdersotherwise) of: (i) in the event Equity Interests of such Subsidiary Guarantor or any holder of Equity Interests of such Subsidiary Guarantor, after which the Capital Stock of a applicable Subsidiary Guarantor is sold no longer a subsidiary of the Issuer, or (ii) all or substantially all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted SubsidiaryGuarantor; (ii4) upon the designation of any such Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”Section 4.8; (iii5) upon legal defeasance immediately prior to or satisfaction and discharge following the dissolution of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit FacilitiesGuarantor; or (v6) upon the Issuer’s exercise of its legal defeasance option or its covenant defeasance option under Article 8 or if such Subsidiary Guarantee shall have been released pursuant to Section 9.02the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) At A Subsidiary Guarantor may consolidate with, merge with or into, or liquidate or dissolve into, or transfer all or substantially all its assets to, any other Person to the request of the Companyextent set forth in Article 5, and upon delivery to the Trustee completion of an Officers’ Certificate and an Opinion of Counsel that such a release complies transaction in compliance with this Indenturesuch Article 5, the Trustee shall execute and deliver such instruments reasonably requested by the Company evidencing the release Note Guarantee of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not will be automatically released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tendischarged.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall will be automatically released without any action required by the Trustee or Holdersfrom its obligations under this Article X: (i1) in upon the event sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor, including the sale or disposition of Capital Stock of a such Subsidiary Guarantor, following which such Subsidiary Guarantor is sold no longer a Subsidiary of the Issuer; or (2) upon the sale or disposition of all or substantially all of the assets of a such Subsidiary Guarantor; Table of Contents in each case other than to the Issuer or an Affiliate of the Issuer and as permitted by this Indenture and if in connection therewith the Issuer provides an Officers’ Certificate to the Trustee to the effect that the Issuer will comply with its obligations under Section 4.08 in respect of such disposition. Upon any sale or disposition described in clause (1) or (2) above, the obligor on the related Subsidiary Guarantee will be released from its obligations thereunder. The Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to also shall be a Restricted Subsidiary;released from its obligations under this Article X: (ii1) upon the designation of any such Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance accordance with the definition terms of “Unrestricted Subsidiary”this Indenture; (iii2) upon legal defeasance the release or satisfaction and discharge of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if guarantee by such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness or such other guarantee that resulted in the creation of such guarantee, except a discharge or release by or as a result of payment under all Material Credit Facilitiessuch guarantee; or (v3) if the Issuer exercises its legal defeasance option or its covenant defeasance option as described in Article IX of this Indenture or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture. For avoidance of doubt, clause (2) above shall include a situation whereby the Guarantee of Capital Markets Indebtedness by a Subsidiary Guarantor, including the Notes, would be released and discharged (“released”) immediately upon such Subsidiary Guarantee shall release under the Credit Agreement but for the existence of one or more guarantees of other Capital Markets Indebtedness the terms of which also provide that such guarantees would be released immediately upon such release under the Credit Agreement, provided that, in each case, all conditions precedent to such release have been released pursuant to Section 9.02. (b) satisfied. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureIssuer, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall will be automatically released without from its obligations under this Article X (other than any action required obligation that may have arisen under Section 10.02): (1) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Trustee Company or Holders: of such Subsidiary Guarantor), transfer or other disposition (including by way of consolidation or merger) of Capital Stock of such Subsidiary Guarantor; provided, however, that (i) in the event the Capital Stock of a such sale, transfer or other disposition is otherwise permitted by this Indenture, (ii) such Subsidiary Guarantor is sold no longer a Restricted Subsidiary and (iii) the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06; or (2) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Company or of such Subsidiary Guarantor), transfer or other disposition of all or substantially all of the assets of a such Subsidiary Guarantor; provided, however, that (i) such sale, transfer or other disposition is otherwise permitted by the Senior Debt Documents and (ii) the Company provides an Officer’s Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06; or (3) upon request of the Company without consent of any Holder unless, within 20 Business Days after written notice of the proposed release of such Subsidiary Guarantor are sold is delivered to the Trustee and Holders of 25% of the outstanding principal amount of Securities deliver to the Company a written objection to such release; or (including by way 4) with the written consent of merger, consolidation the Holders of at least a majority of the aggregate principal amount of the Securities then outstanding (in accordance with Section 9.02); or (5) upon defeasance of the Securities pursuant to Article VIII; or (6) upon the full satisfaction of the Company’s obligations under this Indenture pursuant to Section 8.01(a) or otherwiseotherwise in accordance with the terms of this Indenture; or (7) upon a designation by the Company or a Restricted of such Subsidiary and the sale complies Guarantor as an Unrestricted Subsidiary in accordance with the provisions set forth definition thereof or in Section 4.10 and if as a result of such sale, the event that such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance accordance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit FacilitiesIndenture; or (v8) upon the release or discharge of any Guarantee in respect of any Debt that resulted in the issuance after the Issue Date of the Subsidiary Guarantee by such Subsidiary Guarantor, provided that, following such release or discharge, such Subsidiary is not Guaranteeing any other Debt of the Company (other than any Guarantee that would not require such Subsidiary to Guarantee the Securities pursuant to Section 4.09); or (9) upon the release or discharge of the Guarantee by such Subsidiary Guarantor of indebtedness under the Credit Agreement and each series of debt securities of the Company (which may be simultaneous with the release contemplated hereby), except a discharge or release by or as a result of payment under such Guarantee (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such Guarantee is so reinstated, such Subsidiary Guarantee shall have been released also be reinstated to the extent that such Subsidiary Guarantor would then be required to Guarantee the Securities pursuant to Section 9.02. (b) 4.09). At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver such any documents, instructions, or instruments (in form and substance reasonably requested by satisfactory to the Company Trustee) evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee Upon the sale or other disposition (by merger or otherwise) of a Subsidiary Guarantor shall be automatically released without any action required by the Trustee or Holders: (i) in the event the Capital Stock of a Subsidiary Guarantor is sold or all or substantially all of its Property and assets) to a Person other than the assets of a Subsidiary Guarantor are sold (including by way of mergerIssuer, consolidation or otherwise) by the Company or a Restricted Subsidiary and pursuant to a transaction that is otherwise in compliance with this Indenture (including as described in clause Section 5.1 hereof and as described in Section 4.15 hereof), such Guarantor (unless it otherwise remains a Restricted Subsidiary or owns a Mortgaged Rig) shall be deemed released from its Subsidiary Guarantee and the sale complies with the provisions related Obligations set forth in Section 4.10 and if as a result this Indenture; provided that any such termination shall occur only to the extent that all Obligations of such sale, such Subsidiary Guarantor ceases to under all of its guarantees of and under all of its pledges of assets or other security interests which secure, other Indebtedness of the Company or any other Restricted Subsidiary shall also terminate or be a Restricted Subsidiary; (ii) released upon the designation of any such sale or other disposition. Each Subsidiary Guarantor to be that is designated as an Unrestricted Subsidiary in compliance accordance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been be released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02and the related Obligations set forth in this Indenture so long as it remains an Unrestricted Subsidiary. (b) At Any Subsidiary Guarantee by a Restricted Subsidiary shall be automatically and unconditionally released and discharged, as evidenced by a supplemental indenture executed by the request of Issuer, the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interestGuarantors, if any, and the Trustee, upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee and all other guarantees of the Obligations of any Obligor on the Notes and for the other obligations of any Subsidiary Guarantor Secured Notes, except a discharge or release by, or as a result of, payment under this Indenture as provided in this Article Tensuch guarantee.

Release of Subsidiary Guarantor. (a) The A Subsidiary Guarantee Guarantor will be automatically released from its obligations under this Article 11 (other than any obligation that may have arisen under Section 11.07), and will immediately cease to be a Subsidiary Guarantor hereunder (including, for the avoidance of doubt, for the purposes of Section 4.06): (1) upon the sale or other disposition (including by way of consolidation, merger or scheme or arrangement qualifying as an amalgamation) of a Subsidiary Guarantor shall be automatically released without any action required by Guarantor, including the Trustee sale or Holders: (i) in the event the disposition of Capital Stock of a Subsidiary Guarantor, following which such Subsidiary Guarantor is sold or all no longer a Subsidiary of the Company; (2) upon the sale or disposition of all or substantially all the assets of a Subsidiary Guarantor are sold (including by way of mergerconsolidation, consolidation merger or otherwisescheme or arrangement qualifying as an amalgamation) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted SubsidiaryGuarantor; (ii3) upon the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge covenant defeasance of the Notes in compliance with Securities pursuant to Article 8 or if the provisions of Company’s obligations under this Indenture described under are satisfied and discharged pursuant to Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities9; or (v4) if the Securities are rated Investment Grade by at least two of three of Xxxxx’x, S&P or Fitch and no Default or Event of Default has occurred and is continuing under this Indenture; provided, however, that in the case of clauses (1) and (2) above, such Subsidiary Guarantee sale or other disposition is made to a Person other than the Company or an Affiliate of the Company and such sale or disposition is otherwise permitted by this Indenture. Such release shall have been released pursuant to Section 9.02be effective regardless of whether the Securities maintain an Investment Grade. (b) At the request of the Company, Company and upon delivery to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel that a release complies with this IndentureCounsel, if required, the Trustee shall execute and deliver such instruments reasonably requested by the Company an appropriate instrument evidencing the release of such a Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to this Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten11.06.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of In connection with Safety Northeast Insurance Agency, Inc. (formerly known as Safety Asset Management Corporation), a Massachusetts corporation (“Safety Northeast”), no longer being designated as a Subsidiary Guarantor shall be automatically released without any action required by as of the Trustee or Holders: date hereof, the Borrower has requested that the Administrative Agent release (i) in ​ Safety Northeast from its Obligations under the event the Capital Stock of a Subsidiary Guarantor is sold or all of the assets of a Subsidiary Guarantor are sold (including by way of mergerLoan Documents, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon the designation Lien of the Administrative Agent on the Collateral owned by Safety Northeast. Accordingly, the Administrative Agent hereby release as of the date hereof (i) Safety Northeast from its Obligations under the Loan Documents (except to the extent such obligations survive such release by their terms), and (ii) all Liens on the Collateral owned by Safety Northeast. By their execution, each Lender irrevocably authorizes the Administrative Agent to (i) release any Lien on any property granted to or held by the Administrative Agent under any Loan Document by Safety Northeast (including execution of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; terminations and releases) and (iiiii) upon legal defeasance or satisfaction and discharge of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released Safety Northeast from its obligations under any Loan Document. b) Nothing herein shall be deemed a release by the Administrative Agent of (i) any of Borrower or any Subsidiary of the Borrower (other than Safety Northeast) from any of its Subsidiary Guarantee as provided in Section 10.05(aObligations under the Loan Documents, or (ii) shall remain liable for any Liens securing the full amount of principal and interest, if any, Obligations (other than Liens on the Notes Collateral owned by Safety Northeast). Each of Borrower and for each Subsidiary of the Borrower (other than Safety Northeast) acknowledges and agrees that the Credit Agreement and the other obligations Loan Documents and the Liens granted thereunder remain in full force and effect as of the date hereof. c) Safety Northeast hereby acknowledges and agrees that it has no offsets, defenses, claims, or counterclaims against the Administrative Agent or any Lender or any parents, affiliates, predecessors, successors, or assigns thereof, or their respective officers, directors, employees, attorneys, or representatives, with respect to the Obligations, and that if Safety Northeast now has, or ever did have, any offsets, defenses, claims, or counterclaims against such Persons, whether known or unknown, at law or in equity, from the beginning of the world through this date and through the time of execution of this Agreement, all of them are hereby expressly WAIVED, and Safety Northeast hereby RELEASES such Persons from any liability therefor. d) After the execution of this Agreement, the Administrative Agent agrees to promptly sign and to deliver to the Borrower or its counsel any and all instruments and documents confirming or evidencing (a) all releases, terminations and cancellations of the Liens and security interests of the Administrative Agent on the Collateral owned by Safety Northeast in order to evidence the discharge or to effect the cancellation or termination of any Subsidiary Guarantor filings with respect to any Lien or security interest granted to the Administrative Agent or Lenders and (b) the release of Safety Northeast from the Obligations and its obligations under this Indenture as provided in this Article Tenthe Loan Documents.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall be automatically released without from its obligations under this Article 10 (other than any action required by the Trustee or Holders:obligation that may have arisen under Section 10.07): (i1) in upon the event the Capital Stock sale (including any sale pursuant to any exercise of remedies by a Subsidiary Guarantor is sold or all holder of Indebtedness of the assets Company or of a such Subsidiary Guarantor are sold Guarantor) or other disposition (including by way of merger, consolidation or otherwisemerger) by the Company or of a Restricted Subsidiary and Guarantor, (2) upon the sale complies with or disposition of all or substantially all the provisions set forth in Section 4.10 and if as a result assets of such sale, such Subsidiary Guarantor ceases to be a Restricted SubsidiaryGuarantor; (ii3) upon the designation of any such Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance accordance with the definition terms of “Unrestricted Subsidiary”;this Indenture, (4) unless there is then existing an Event of Default, at such time and for so long as any such Subsidiary Guarantor that became a Subsidiary Guarantor after the Closing Date pursuant to Section 4.11 does not Guarantee any Indebtedness that would have required such Subsidiary Guarantor to enter into a Supplemental Indenture pursuant to Section 4.11 and the Company provides an Officers' Certificate to the Trustee certifying that no such Guarantee is outstanding and the Company elects to have such Subsidiary Guarantor released from this Article 10, or (5) at any time during a Suspension Period with respect to a series of Securities if the Company provides an Officers' Certificate to the Trustee stating that the Company elects to have such Subsidiary Guarantor released from this Article 10 with respect to such series, or (6) upon the exercise by the Company of its legal defeasance option or its covenant defeasance option with respect to a series of Securities or if the Obligations of the Company under the Indenture with respect to a series of Securities and such Securities are discharged pursuant to Article 8; provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than the Company or a Subsidiary of the Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance Company complies with the provisions of this Indenture described its obligations under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) 4.06. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Guaranteeing Subsidiary Guarantee of a Subsidiary Guarantor shall be released automatically released without from its obligations under this Supplemental Indenture (other than any action required by the Trustee or Holdersobligation that may have arisen under Section 8) upon: (i1) in the event the Capital Stock of a Subsidiary Guarantor is sold sale or all of the assets of a Subsidiary Guarantor are sold other disposition (including by way of merger, consolidation or otherwisemerger) of the Guaranteeing Subsidiary, including the sale or disposition of Capital Stock of the Guaranteeing Subsidiary, following which the Guaranteeing Subsidiary is no longer a Subsidiary of BZ Holdings; or (2) the sale or disposition of all or substantially all the assets of the Guaranteeing Subsidiary; provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than BZ Holdings or an Affiliate of BZ Holdings, (ii) such sale or disposition is otherwise permitted by the Company or a Restricted Indenture and (iii) the Issuers provide an Officers' Certificate to the Trustee to the effect that the Issuers and BZ Holdings shall comply with their obligations under Section 4.06 of the Indenture. The Subsidiary and Guarantee of the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Guaranteeing Subsidiary Guarantor ceases to also shall be a Restricted Subsidiary;automatically released: (ii1) upon the designation of any the Guaranteeing Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii2) upon legal defeasance the release or satisfaction and discharge of any Guarantee or other Indebtedness that resulted in the creation after the Issue Date of the Guarantee of the Notes in compliance with by the provisions Guaranteeing Subsidiary pursuant to Section 4.11 of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilitiesthe Indenture; or (v3) if such Subsidiary Guarantee shall have been released pursuant to the Issuers exercise their legal defeasance option or their covenant defeasance option under Section 9.02. (b) 8.01 of the Indenture or if their obligations under the Indenture are discharged in accordance with the terms of the Indenture. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureIssuers, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall will be automatically released without from its obligations under this Article 10 (other than any action required by the Trustee or Holders:obligation that may have arisen under Section 10.07): (i1) in upon the event the Capital Stock sale (including any sale pursuant to any exercise of remedies by a Subsidiary Guarantor is sold or all holder of Senior Indebtedness of the assets Company or of a such Subsidiary Guarantor are sold Guarantor) or other disposition (including by way of merger, consolidation or otherwisemerger) by of a Subsidiary Guarantor (other than a sale or disposition involving Woodcraft Industries, Inc. and other than a sale or disposition to the Company or a Restricted Subsidiary and an Affiliate of the Company); (2) upon the sale complies with or disposition of all or substantially all the provisions set forth in Section 4.10 and if as a result assets of such sale, such Subsidiary Guarantor ceases (other than a sale or disposition involving Woodcraft Industries, Inc. and other than a sale or disposition to be a Restricted Subsidiarythe Company or an Affiliate of the Company); (ii3) upon the designation of any such Subsidiary Guarantor to be (other than Woodcraft Industries, Inc.) as an Unrestricted Subsidiary in compliance accordance with the definition terms of “Unrestricted Subsidiary”this Indenture; (iii4) upon legal defeasance or satisfaction and discharge of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if at such time as such Subsidiary Guarantor shall (other than Woodcraft Industries, Inc.) does not have been released from its guarantee of any Indebtedness under all Material Credit Facilitiesoutstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 4.14, and the Company provides an Officer's Certificate to the Trustee certifying that no such Indebtedness is outstanding and that the Company elects to have such Subsidiary Guarantor released; or (v5) if such Subsidiary Guarantee shall have been released upon defeasance of the Securities or discharge of this Indenture pursuant to Article 8; PROVIDED, HOWEVER, that in the case of clauses (1) and (2) above, (i) such sale or disposition is otherwise permitted by this Indenture and (ii) the Company provides an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 9.02. (b) 4.06. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The A Subsidiary Guarantee Guarantor will be automatically released from its obligations under this Article 11 (other than any obligation that may have arisen under Section 11.07) with respect to Securities of a series: (1) upon the sale or other disposition (including by way of amalgamation, consolidation, statutory plan of arrangement or merger) of a Subsidiary Guarantor shall be automatically released without any action required by Guarantor, including the Trustee sale or Holders: (i) in the event the disposition of Capital Stock of a Subsidiary Guarantor, following which such Subsidiary Guarantor is sold or all no longer a Subsidiary of the Company; (2) upon the sale or disposition of all or substantially all the assets of a Subsidiary Guarantor are sold (including by way of amalgamation, consolidation, statutory plan of arrangement or merger, consolidation ) of such Subsidiary Guarantor; (3) upon defeasance or otherwisecovenant defeasance of the Securities of such series pursuant to Article 8 or if the Company’s obligations under this Indenture are satisfied and discharged pursuant to Article 9; (4) by if (i) the Company or a Restricted Subsidiary notifies Xxxxx’x, S&P, Fitch and the sale complies with Trustee of its intention to exercise its option to terminate such Subsidiary Guarantee of the provisions set forth in Section 4.10 applicable series of Securities at least 45 days prior to the proposed date of such termination (the “Release Date”); (ii) on the proposed Release Date, the Company delivers to the Trustee an Officers’ Certificate stating that the Company has satisfied each of the three conditions listed below; and if (iii) at the time of such release (and any other concurrent release, termination, repayment or discharge of any other Guarantee or other Indebtedness of such Subsidiary Guarantor), (a) such Subsidiary Guarantor shall not Guarantee any obligations under the Credit Facilities, (b) at least two of three of Xxxxx’x, S&P or Fitch have affirmed that the rating assigned by them to the Securities of such series shall not be downgraded as a result of such sale, the termination of such Subsidiary Guarantor ceases to be a Restricted Subsidiary; Guarantee, or notice thereof and (iic) upon the designation no Default or Event of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction Default has occurred and discharge of the Notes in compliance with the provisions of is continuing under this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilitiesindenture; or (v5) if the applicable series of Securities is rated Release Investment Grade by at least two of three of Xxxxx’x, S&P or Fitch and no Default or Event of Default has occurred and is continuing under this Indenture; provided, however, that in the case of clauses (1) and (2) above, (i) such Subsidiary Guarantee shall have been released pursuant sale or other disposition is made to Section 9.02a Person other than the Company or an Affiliate of the Company and (ii) such sale or disposition is otherwise permitted by this Indenture. (b) At Notwithstanding Section 11.06(a), the request Subsidiary Guarantee of Teck Metals Ltd. (“Teck Metals”) shall not be automatically released pursuant to Section 11.06(a)(4) or (a)(5) if, at the time such Subsidiary Guarantee of Teck Metals would otherwise be released, Teck Metals is a guarantor of any outstanding notes of a series issued under the (i) Indenture, dated as of August 17, 2010, among the Company, as issuer, Teck Metals, as guarantor, and The Bank of New York Mellon, as trustee, as amended by the First Supplemental Indenture, dated as of August 17, 2010, as amended by the Second Supplemental Indenture, dated as of September 22, 2010, as amended by the Third Supplemental Indenture, dated as of July 5, 2011, as amended by the Fourth Supplemental Indenture, dated as of February 28, 2012, and as amended by the Fifth Supplemental Indenture, dated as of August 8, 2012 (collectively, the “2010 Indenture”) or (ii) the Trust Indenture, dated as of September 12, 2002 (the “2002 Indenture”), between the Company (as successor to Teck Cominco Limited) and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee. (c) If Teck Metals is a guarantor of any outstanding notes of a series issued under the 2010 Indenture or the 2002 Indenture, then Teck Metals shall be released and relieved from its obligations under this Article 11 and its Subsidiary Guarantee will be terminated with respect to Securities of a series (such Subsidiary Guarantee, the “Teck Metals Guarantee”) upon delivery the Company’s request (without the consent of the Trustee) if: (1) the Company notifies each debt rating agency known to it which has assigned a rating to the applicable series of Securities and which is designated by the SEC as a “Nationally Recognized Statistical Rating Organization” (a “Participating NRSRO”) and the Trustee of its intention to exercise the option to terminate the Teck Metals Guarantee of the applicable series of Securities at least 45 days prior to the proposed date of such termination (the “Teck Metals Release Date”); (2) on the proposed Teck Metals Release Date, the Company delivers to the Trustee of an Officers’ Certificate and an Opinion stating that it has satisfied each of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver such instruments reasonably requested by four conditions listed in subsection (3) below; and (3) at the Company evidencing the release time of such Subsidiary Guarantor from its Subsidiary release (and any other concurrent release, termination, repayment or discharge of any other Guarantee or other debt of Teck Metals), (it being understood i) Teck Metals shall not be the primary obligor or guarantor with respect to any Indebtedness, other than Indebtedness which in the aggregate does not exceed an amount equal to 10% of Consolidated Net Tangible Assets, (ii) the rating assigned to the Securities of such series by at least two Participating NRSROs (or if there is only one Participating NRSRO, by that one Participating NRSRO) is within one of the ratings categories assigned by them designating “investment grade” corporate debt securities, (iii) at least two Participating NRSROs (or if there is only one Participating NRSRO, that one Participating NRSRO) have affirmed that the failure rating assigned by them to obtain any the Securities of such instrument series shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee be downgraded as provided in Section 10.05(a) shall remain liable for a result of the full amount termination of principal and interestthe Teck Metals Guarantee, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten.or notice thereof and

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall be automatically released without any action required by the Trustee or Holdersfrom all of its obligations under its Guarantee: (i) in the event the Capital Stock connection with any sale or other disposition of a Subsidiary Guarantor is sold or all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon if the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance sale or satisfaction and discharge of the Notes other disposition is in compliance with the provisions of this Indenture described under Article Eight (including pursuant to Section 15.02 and Article Eleven, respectivelySection 13.06); (ivii) if in connection with any sale or other disposition of all of the capital stock of such Subsidiary Guarantor shall have been released from its guarantee if the sale or other disposition is in compliance with the provisions of Indebtedness under all Material Credit Facilities; or this Indenture (v) if such Subsidiary Guarantee shall have been released including pursuant to Section 9.02.15.02 and Section 13.06); (biii) At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies in connection with this Indenture, the Trustee shall execute and deliver such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its all guarantee obligations of such Subsidiary Guarantee Guarantor with respect to the Senior Notes, the Credit Agreement and any Refinancing Indebtedness; or (it being understood iv) upon satisfaction and discharge of this Indenture in accordance with Article 3; in each case, upon the Company’s delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such release have been complied with and that such release is authorized and permitted under this Indenture. Upon request, the failure to obtain any Trustee shall execute an instrument evidencing the release of such instrument shall not impair any automatic release pursuant to Section 10.05(a))Subsidiary Guarantor. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.05(a) 13.04 shall remain liable for the full amount of principal (including the Fundamental Change Repurchase Price, if applicable) of and interestinterest and premium, if any, on the Notes, the full amount of consideration due upon Conversion of the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten13.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall will be automatically released without from its obligations under this Article X (other than any action required obligation that may have arisen under Section 10.02): (1) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Debt of the Trustee Company or Holders: of such Subsidiary Guarantor), transfer or other disposition (including by way of consolidation or merger) of Equity Interests of such Subsidiary Guarantor; provided, however, that (i) in the event the Capital Stock of such sale, transfer or other disposition is otherwise permitted by this Indenture, (ii) such Person is no longer a Subsidiary Guarantor is sold and (iii) the Company provides an Officer’s Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06; or (2) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Debt of the Company or of such Subsidiary Guarantor), transfer or other disposition of all or substantially all of the assets of such Subsidiary Guarantor; provided, however, that (i) such sale, transfer or other disposition is otherwise permitted by is otherwise permitted by this Indenture and (ii) the Company provides an Officer’s Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06; or (3) with the written consent of the Holders of at least a majority of the aggregate principal amount of the Securities then outstanding (in accordance with Section 9.02); or (4) upon defeasance of the Securities pursuant to Section 8.01(b); or (5) upon the full satisfaction of the Company’s obligations under this Indenture pursuant to Section 8.01(a) or otherwise in accordance with the terms of this Indenture; or (6) upon the release or discharge of any Guarantee in respect of any Debt that resulted in the issuance after the Issue Date of the Subsidiary Guarantee by such Subsidiary Guarantor, provided that, following such release or discharge, such Subsidiary is not Guaranteeing any other Debt of the Company (other than any Guarantee that would not require such Subsidiary to Guarantee the Securities pursuant to Section 4.08); or (7) upon the release or discharge of the Guarantee by such Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by indebtedness under the Senior Obligations and each series of debt securities of the Company or a Restricted Subsidiary and the sale complies (which may be simultaneous with the provisions set forth in Section 4.10 and if release contemplated hereby), except a discharge or release by or as a result of payment under such sale, such Subsidiary Guarantor ceases Guarantee (it being understood that a release subject to be a Restricted Subsidiary; (ii) upon contingent reinstatement will constitute a release for the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance with the provisions purposes of this Indenture described under Article Eight provision, and Article Eleventhat if any such Guarantee is so reinstated, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released also be reinstated to the extent that such Subsidiary Guarantor would then be required to Guarantee the Securities pursuant to Section 9.02. (b) 4.08). At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver such any documents, instructions, or instruments (in form and substance reasonably requested by satisfactory to the Company Trustee) evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall be automatically released without from its obligations under this Article 10 (other than any action required by the Trustee or Holders:obligation that may have arisen under Section 10.07): (i1) in upon the event the Capital Stock sale (including any sale pursuant to any exercise of remedies by a Subsidiary Guarantor is sold or all holder of Indebtedness of the assets Company or of a such Subsidiary Guarantor are sold Guarantor) or other disposition (including by way of merger, consolidation or otherwisemerger) by the Company or of a Restricted Subsidiary and Guarantor, (2) upon the sale complies with or disposition of all or substantially all the provisions set forth in Section 4.10 and if as a result assets of such sale, such Subsidiary Guarantor ceases to be a Restricted SubsidiaryGuarantor; (ii3) upon the designation of any such Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance accordance with the definition terms of “Unrestricted Subsidiary”;this Indenture, (4) unless there is then existing an Event of Default, at such time and for so long as any such Subsidiary Guarantor that became a Subsidiary Guarantor after the Closing Date pursuant to Section 4.11 does not Guarantee any Indebtedness that would have required such Subsidiary Guarantor to enter into a Supplemental Indenture pursuant to Section 4.11 and the Company provides an Officers' Certificate to the Trustee certifying that no such Guarantee is outstanding and the Company elects to have such Subsidiary Guarantor released from this Article 10, or (5) at any time during a Suspension Period if the Company provides an Officers' Certificate to the Trustee stating that the Company elects to have such Subsidiary Guarantor released from this Article 10, or (6) upon the exercise by the Company of its legal defeasance option or its covenant defeasance option or if the Obligations of the Company under the Indenture and the Securities are discharged pursuant to Article 8; provided, however, that in the case of clauses (1), except with respect to any sale of such Subsidiary Guarantor pursuant to any exercise of any remedies by the Credit Agent permitted under the Intercreditor Agreement, and clause (2) above, (i) such sale or other disposition is made to a Person other than the Company or a Subsidiary of the Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance Company complies with the provisions of this Indenture described its obligations under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) 4.06. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. Notwithstanding anything to the contrary contained in this Indenture in the event that Section 4.14 of the Indenture ceases to have further force or effect each Subsidiary Guarantor shall be, and in the event a Subsidiary Guarantor is released from all obligations which pursuant to Section 4.14 hereof would obligate it to become a Subsidiary Guarantor (aif it was not already a Subsidiary Guarantor) The such Subsidiary Guarantee Guarantor shall be, automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required on the part of the Trustee or any Holder, PROVIDED that, to the extent the provisions of Section 4.14 remain in force and effect, the provisions of Section 4.14 hereof shall apply anew in the event that such Subsidiary Guarantor subsequent to being released incurs any obligations that pursuant to Section 4.14 hereof obligate it to become a Subsidiary Guarantor. In addition, upon (i) the designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the terms of this Indenture or (ii) the sale or other disposition (by merger or otherwise) of a Subsidiary Guarantor shall be automatically released without any action required by the Trustee or Holders: (i) in the event the Capital Stock of a Subsidiary Guarantor is sold or all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and of the sale complies Company to any Person that is not an Affiliate of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the provisions set forth in Section 4.10 and if as a result terms of such salethis Indenture, such Subsidiary Guarantor ceases shall be automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required on the part of the Trustee or any Holder, PROVIDED that such sale or other disposition, or consolidation or merger is made in accordance with the terms 105 of this Indenture, including Sections 4.12 and 5.01 hereof; PROVIDED, HOWEVER, that the foregoing proviso shall not apply to be the sale or disposition of a Restricted Subsidiary; (ii) upon the designation of any Subsidiary Guarantor or of the Capital Stock thereof in a foreclosure proceeding (whether or not judicial) to the extent that such proviso would be an Unrestricted Subsidiary in compliance inconsistent with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge requirements of the Notes in compliance with Uniform Commercial Code. Notwithstanding the provisions immediately preceding sentence, upon receipt of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) At the a request of the Company, and upon delivery Company accompanied by an Officers' Certificate certifying as to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies compliance with this IndentureSection 11.04, the Trustee shall execute and deliver such instruments reasonably requested by the Company an appropriate instrument evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a))Guarantor. Any Subsidiary Guarantor not so released from its obligations or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture Guaranty as provided in this Article Ten.11. 106 EXHIBIT F SENIOR GUARANTY

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall be automatically released without from its obligations under this Article 10 (other than any action required by obligation that may have arisen under Section 10.7) upon: (a) (i) the Trustee or Holders:designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; (i) the release of such Subsidiary Guarantor from its obligations as a Guarantor or borrower under the Unsecured Credit Agreement or in respect of such other debt that caused it to become a Subsidiary Guarantor under Section 4.7, so long as such Subsidiary Guarantor would not then otherwise be required to be a Subsidiary Guarantor pursuant to Section 4.7; (ii) the event the sale, issuance or other disposition of Capital Stock of a such Subsidiary Guarantor is sold or all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation merger or otherwiseconsolidation) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, that such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon Subsidiary of the designation Company, or the sale of any all or substantially all of the assets of such Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with a Person that is not (either before or after giving effect to such transaction) the definition of “Unrestricted Company or a Restricted Subsidiary”, so long as the sale, issuance or other disposition does not violate Section 5.1; (iii) upon legal defeasance immediately prior to or satisfaction and discharge following the dissolution of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively;such Subsidiary Guarantor; or (iv) the Company exercising its legal defeasance option or its covenant defeasance option or if the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture; and (b) such Subsidiary Guarantor shall delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions provided for in this Indenture relating to such release have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02complied with. (bc) At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested release (in the form provided by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(aCompany)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten.

Release of Subsidiary Guarantor. (a) The Subsidiary Note Guarantee of a Subsidiary Guarantor shall will be automatically released without and discharged: (1) upon such Subsidiary Guarantor becoming an Excluded Subsidiary to the extent permitted by this Indenture; (2) upon the release or discharge of such Subsidiary Guarantor from its guarantee, and of all Liens, if any, granted by such subsidiary in connection with the Amended Revolving Credit Agreement and any action other Indebtedness that required such Subsidiary Guarantor to enter into a supplemental indenture to provide a Note Guarantee pursuant to Section 10.7, other than if such Subsidiary Guarantor would otherwise be required to enter into a supplemental indenture to provide a Note Guarantee pursuant to such Section 10.7 immediately upon such release; (3) upon any sale, exchange, disposition, issuance or transfer (including by the Trustee merger, amalgamation, consolidation or Holdersotherwise) of: (i) in the event Equity Interests of such Subsidiary Guarantor or any holder of Equity Interests of such Subsidiary Guarantor, after which the Capital Stock of a applicable Subsidiary Guarantor is sold no longer a subsidiary of the Issuer, or (ii) all or substantially all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted SubsidiaryGuarantor; (ii4) upon the designation of any such Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”Section 4.8; (iii5) upon legal defeasance immediately prior to or satisfaction and discharge following the dissolution of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit FacilitiesGuarantor; or (v6) upon the Issuer’s exercise of its legal defeasance option or its covenant defeasance option under Article 8 or if such Subsidiary Guarantee shall have been released pursuant to Section 9.02the Issuer’s obligations under this Indenture are discharged in accordance with the terms hereof. (b) At A Subsidiary Guarantor may consolidate with, merge with or into, or liquidate or dissolve into, or transfer all or substantially all its assets to, any other Person to the request of the Companyextent set forth in Article 5, and upon delivery to the Trustee completion of an Officers’ Certificate and an Opinion of Counsel that such a release complies transaction in compliance with this Indenturesuch Article 5, the Trustee shall execute and deliver such instruments reasonably requested by the Company evidencing the release Note Guarantee of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not will be automatically released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tendischarged.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall will be automatically released without from its obligations under this Article 10 (other than any action required by the Trustee or Holders:obligation that may have arisen under Section 10.08) (i1) in the event the Capital Stock of a upon any consolidation with or merger with or into, any Person by such Subsidiary Guarantor is sold pursuant to Section 5.01(b); (2) upon the disposition of all or all a portion of the assets Equity Interests of a such Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of otherwise such sale, that such Subsidiary Guarantor ceases to be a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.06; (ii3) upon the designation of any such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; (4) in connection with the dissolution of such Subsidiary Guarantor under applicable law in accordance with this Indenture; (5) if the Issuer designates such Subsidiary Guarantor to be an Unrestricted a Mortgage Subsidiary in compliance accordance with the definition applicable provisions of “Unrestricted Subsidiary”this Indenture; (iii6) upon legal defeasance request of the Issuer and certification that the applicable Subsidiary Guarantor is an Immaterial Subsidiary, so long as such Subsidiary Guarantor would not then otherwise be required to provide a Security Guarantee pursuant to this Indenture; provided, that, if immediately after giving effect to such release the total assets of all Immaterial Subsidiaries that are not Subsidiary Guarantors would exceed 7.5% of Consolidated Tangible Assets, no such release shall occur; (7) upon the release or satisfaction and discharge of the Notes guarantee which resulted in compliance with the provisions creation of this Indenture described under Article Eight and Article Eleven, respectivelysuch Security Guarantee pursuant to Section 4.12 (except a discharge or release by or as a result of a termination or discharge in full of such guarantee); (iv) if such Subsidiary Guarantor shall have been released from its guarantee 8) upon defeasance of Indebtedness under all Material Credit Facilitiesthe Securities pursuant to Article 8; or (v9) upon the full satisfaction of the Issuer’s obligations under this Indenture; provided, however, that in the case of Section 10.07(1), if such other Person is not a Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) of the Issuer then such merger or consolidation must otherwise be permitted by this Indenture. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureIssuer, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. A Subsidiary Guarantor shall cease to constitute a Subsidiary Guarantor, and its Note Guarantee shall be deemed cancelled, cease to be of further force and effect, and is hereby released from its obligations under this Article 10 (other than any obligation that may have arisen under this Section 10.08): (a) The Subsidiary Guarantee upon the sale (including any sale pursuant to any exercise of remedies by a Subsidiary Guarantor shall be automatically released without any action required by the Trustee or Holders: (i) in the event the Capital Stock holder of a Subsidiary Guarantor is sold or all Indebtedness of the assets Company or of a such Subsidiary Guarantor are sold Guarantor) or other disposition (including by way of merger, consolidation or otherwisemerger) of a Subsidiary Guarantor; (b) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor; (c) upon such Subsidiary Guarantor’s being released as a borrower or guarantor under the Restated Credit Agreement; (d) unless there is then existing an Event of Default, at such time and for so long as any such Subsidiary Guarantor that became a Subsidiary Guarantor pursuant to Section 4.10 does not Guarantee any Indebtedness that would have required such Subsidiary Guarantor to enter into a supplemental indenture pursuant to Section 4.10 and the Company provides an Officers’ Certificate to the Trustee certifying that no such Guarantee is outstanding and the Company elects to have such Subsidiary Guarantor released from this Article 10; or (e) upon the exercise by the Company of its legal defeasance option or its covenant defeasance option or if the Obligations of the Company under the Indenture and the Securities are discharged pursuant to Article 8; provided, however, that in the case of clauses (a) and (b) above, (i) such sale or other disposition is made to a Person other than the Company or a Restricted Subsidiary and of the sale complies with the provisions set forth in Section 4.10 and if as a result of such saleCompany, such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; such sale or disposition is otherwise permitted by this Indenture and (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance Company complies with the provisions of this Indenture described its obligations under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) 5.01. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Guaranteeing Subsidiary Guarantee of a Subsidiary Guarantor shall be released automatically released without from its obligations under this Supplemental Indenture (other than any action required by the Trustee or Holdersobligation that may have arisen under Section 8) upon: (i1) in the event the Capital Stock of a Subsidiary Guarantor is sold sale or all of the assets of a Subsidiary Guarantor are sold other disposition (including by way of merger, consolidation or otherwisemerger) of the Guaranteeing Subsidiary, including the sale or disposition of Capital Stock of the Guaranteeing Subsidiary, following which the Guaranteeing Subsidiary is no longer a Subsidiary of BZ Holdings; or (2) the sale or disposition of all or substantially all the assets of the Guaranteeing Subsidiary; provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than BZ Holdings or an Affiliate of BZ Holdings, (ii) such sale or disposition is otherwise permitted by the Company or a Restricted Indenture and (iii) the Issuers provide an Officers’ Certificate to the Trustee to the effect that the Issuers and BZ Holdings shall comply with their obligations under Section 4.06 of the Indenture. The Subsidiary and Guarantee of the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Guaranteeing Subsidiary Guarantor ceases to also shall be a Restricted Subsidiary;automatically released: (ii1) upon the designation of any the Guaranteeing Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii2) upon legal defeasance the release or satisfaction and discharge of any Guarantee or other Indebtedness that resulted in the creation after the Issue Date of the Guarantee of the Notes in compliance with by the provisions Guaranteeing Subsidiary pursuant to Section 4.11 of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilitiesthe Indenture; or (v3) if such Subsidiary Guarantee shall have been released pursuant to the Issuers exercise their legal defeasance option or their covenant defeasance option under Section 9.02. (b) 8.01 of the Indenture or if their obligations under the Indenture are discharged in accordance with the terms of the Indenture. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureIssuers, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a Any Subsidiary Guarantor shall be automatically released without and relieved of any action required by the Trustee or Holdersobligations under its Note Guarantee: (i) in connection with any sale or other disposition of all of the event Capital Stock (or the Capital Stock of a any holding company of) such Subsidiary Guarantor to a Person that is sold not (either before or all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwiseafter giving effect to such transaction) by the Company or a Restricted any Subsidiary and of the sale complies with the provisions set forth in Section 4.10 and if as a result of Company; provided, that after giving effect to such saletransaction, such Subsidiary Guarantor ceases to be is released from any liability relating to, and is no longer a Restricted Subsidiaryguarantor of, any other indebtedness of the Company or any of its Subsidiaries; (ii) solely in the case of a Note Guarantee created pursuant to the Section 11.01(e), upon the designation release or discharge of any the guarantee which resulted in the creation of such Note Guarantee pursuant to Section 11.01(e), except a discharge or release by or as a result of payment under such other guarantee; provided, that such Subsidiary Guarantor has not guaranteed any other indebtedness of the Company which would have resulted in an obligation to be an Unrestricted Subsidiary in compliance with guarantee the definition of “Unrestricted Subsidiary”Notes and such other guarantee has not also been unconditionally released and discharged; (iii) at such time when such Subsidiary Guarantor is not a guarantor of any other indebtedness of the Company; (iv) upon legal defeasance or satisfaction and discharge of the Notes as provided in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit FacilitiesSection 8.01; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) At upon the request full and final payment and performance of all of the Company, ’s obligations under the Indenture and upon the Notes. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that a one of the foregoing requirements has been satisfied and the conditions to the release complies with of the Subsidiary Guarantor under this IndentureSection 11.03 have been met, the Trustee shall execute and deliver such instruments any documents reasonably requested by the Company evidencing required in order to evidence the release of such Subsidiary Guarantor from its Subsidiary Guarantee obligations under its Note Guarantee. (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). b) Any Subsidiary Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal of and interestinterest and Additional Interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten11.

Release of Subsidiary Guarantor. (a) The Notwithstanding anything to the contrary contained in this Indenture in the event that Section 4.16 of the Indenture ceases to have further force or effect each Subsidiary Guarantee of Guarantor shall be, and in the event a Subsidiary Guarantor is released from all obligations which pursuant to Section 4.16 hereof obligate it to become a Subsidiary Guarantor such Subsidiary Guarantor shall be be, deemed automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required by on the part of the Trustee or Holders: any Holder, provided that, to the extent the provisions of Section 4.16 remain in force and effect, the provisions of Section 4.16 hereof shall apply anew in the event that such Subsidiary Guarantor subsequent to being released incurs any obligations that pursuant to Section 4.16 hereof obligate it to become a Subsidiary Guarantor. In addition, upon (i) the designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the event terms of the Indenture or (ii) the sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor is sold by the Issuer or all a Subsidiary of the assets Issuer to, or upon the consolidation or merger of a Subsidiary Guarantor are sold (including by way with or into, any person other than the Issuer or an Affiliate of merger, consolidation the Issuer or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result any of such saleits Subsidiaries, such Subsidiary Guarantor ceases shall be deemed automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required on the part of the Trustee or any Holder, provided that such sale or other disposition, or consolidation or merger is made in accordance with the terms of this Indenture, including Sections 4.13 and 5.01 hereof; provided, however, that the foregoing proviso shall not apply to be the sale or disposition of a Restricted Subsidiary; (ii) upon the designation of any Subsidiary Guarantor or of the Capital Stock thereof in a foreclosure proceeding (whether or not judicial) to the extent that such proviso would be an Unrestricted Subsidiary in compliance inconsistent with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge requirements of the Notes in compliance with Uniform Commercial Code. Notwithstanding the provisions immediately preceding sentence, upon receipt of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) At the a request of the Company, and upon delivery Issuer accompanied by an Officers' Certificate certifying as to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies compliance with this IndentureSection 11.04, the Trustee shall execute and deliver such instruments reasonably requested by the Company an appropriate instrument evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a))Guarantor. Any Subsidiary Guarantor not so released from its obligations or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture Guaranty as provided in this Article TenXI.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Section 2 (aother than any obligation that may have arisen under Section 2.6) The upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness by the Company or of such Subsidiary Guarantee Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor shall be automatically released without any action required by Guarantor, including the Trustee sale or Holders: (i) in the event disposition of the Capital Stock of a Subsidiary Guarantor, following which such Subsidiary Guarantor is sold or all no longer a Subsidiary of the Parent, upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, in connection with the merger or consolidation of a Subsidiary Guarantor are sold with (including by way of mergera) a Borrower or (b) any other Subsidiary Guarantor (provided that the surviving entity remains a Subsidiary Guarantor), consolidation or otherwise) by upon the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, Parent properly designating such Subsidiary Guarantor ceases as an “Unrestricted Subsidiary” under the Senior Notes Indenture, upon a liquidation or dissolution of such Subsidiary Guarantor permitted under the Credit Documents, upon such Subsidiary Guarantor becoming joined as a borrower or a guarantor under the Credit Agreement, dated on or about the date hereof (including all annexes, exhibits and schedules thereto and as from time to be time amended, restated, replaced, refinanced, supplemented or otherwise modified) among Aviv Financing IV, L.L.C., the other Persons party thereto as guarantors, the financial institutions party thereto as lenders and Bank of America, N.A., as administrative agent, when the Guaranteed Obligations have been paid and performed in full (other than contingent obligations for which no claim has been asserted), and upon any other release by the Administrative Agent in accordance with Section 9.11 of the Credit Agreement; provided, however, that in the case of clauses (a) and (b) above, (i) such sale or other disposition is made to a Restricted Subsidiary; Person other than the Parent or a Subsidiary of the Parent and (ii) upon such sale or disposition is otherwise permitted by the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) Documents. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureBorrowers, the Trustee Administrative Agent shall execute and deliver appropriate instruments evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article Ten (aother than any obligation that may have arisen under Section 10.07): (1) The upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the the Parent, the Issuers or of such Subsidiary Guarantee Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor shall be automatically released without any action required by Guarantor, including the Trustee sale or Holders: (i) in the event disposition of the Capital Stock of a Subsidiary Guarantor, following which such Subsidiary Guarantor is sold or all no longer a Subsidiary of the Parent, (2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, (3) in connection with the merger or consolidation of a Subsidiary Guarantor are sold with (including a) an Issuer or (b) any other Guarantor (provided that the surviving entity remains a Guarantor), (4) upon the Parent properly designating such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture, (5) upon a liquidation or dissolution of such Subsidiary Guarantor permitted under this Indenture, (6) upon the release or discharge of the Guaranty that resulted in the creation of such Subsidiary Guaranty, except a discharge or release by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of payment under such saleGuaranty, such Subsidiary Guarantor ceases to be a Restricted Subsidiary;or (ii7) upon the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture, provided, however, that in the Notes in compliance with case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than the provisions Parent or a Subsidiary of the Parent, (ii) such sale or disposition is otherwise permitted by this Indenture described and (iii) the Parent provides an Officers’ Certificate to the Trustee to the effect that the Parent will comply with its obligations under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) 4.11. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureParent, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall be automatically released without from its obligations under this Article VIII (other than any action required by the Trustee or Holders:obligation that may have arisen under Section 8.07): (ia) in upon the event the Capital Stock sale (including any sale pursuant to any exercise of remedies by a Subsidiary Guarantor is sold or all holder of Indebtedness of the assets Borrower or of a such Subsidiary Guarantor are sold Guarantor) or other disposition (including by way of merger, consolidation or otherwisemerger) by the Company or of a Restricted Subsidiary and Guarantor, (b) upon the sale complies with or disposition of all or substantially all the provisions set forth in Section 4.10 and if as a result assets of such sale, such Subsidiary Guarantor ceases to be a Restricted SubsidiaryGuarantor; (iic) upon the designation of any such Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance accordance with the definition terms of “Unrestricted Subsidiary”;this Agreement, (d) unless there is then existing an Event of Default, at such time and for so long as any such Subsidiary Guarantor that became a Subsidiary Guarantor after the Indenture Closing Date pursuant to Section 5.11 does not Guarantee any Indebtedness that would have required such Subsidiary Guarantor to enter into a supplement to this Agreement pursuant to Section 5.11 and the Borrower provides an Officers’ Certificate to the Administrative Agent certifying that no such Guarantee is outstanding and the Borrower elects to have such Subsidiary Guarantor released from this Article VIII, or (e) at any time during a Suspension Period if the Borrower provides an Officers’ Certificate to the Administrative Agent stating that the Borrower elects to have such Subsidiary Guarantor released from this Article VIII, provided, however, that in the case of clause (a), except with respect to any sale of such Subsidiary Guarantor pursuant to any exercise of any remedies by the Credit Agent (as defined in the Lien Subordination and Intercreditor Agreement) permitted under the Lien Subordination and Intercreditor Agreement, and in the case of clause (b) above, (i) such sale or other disposition is made to a Person other than the Borrower or a Subsidiary of the Borrower, (ii) such sale or disposition is otherwise permitted by this Agreement and (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance Borrower complies with the provisions of this Indenture described its obligations under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) 5.06. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureBorrower, the Trustee Administrative Agent shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a Any Subsidiary Guarantor shall be automatically released without and relieved of any action required by the Trustee or Holders:obligations under its Subsidiary Guarantee, (i) upon any sale or other disposition (in the event the Capital Stock of a Subsidiary Guarantor is sold or all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwisetransaction that complies with this Indenture) by the Parent Company, the Company and their Restricted Subsidiaries of their Capital Stock or a Restricted Subsidiary and the sale complies with the provisions set forth other ownership interests in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Restricted SubsidiarySubsidiary of any such entity; (ii) upon the designation sale of any Subsidiary Guarantor to be an Unrestricted all or substantially all of the assets of such Subsidiary in compliance a transaction that complies with the definition of “Unrestricted Subsidiary”this Indenture; (iii) upon legal defeasance or satisfaction and discharge of if the Notes in compliance with the provisions of Company properly designates that Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture described under Article Eight and Article Eleven, respectively;Indenture; or (iv) if such Subsidiary Guarantor shall have been released from its guarantee upon the release or discharge of Indebtedness under all Material Credit Facilities; or (v) if the Guarantee which resulted in the creation of such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b4.07(b) At hereof, except a discharge or release by or as a result of payment under such Guarantee. Upon delivery by the request of the Company, and upon delivery Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a release complies with Subsidiary Guarantor under this IndentureSection 10.04 have been met, the Trustee shall execute and deliver such instruments any documents reasonably requested by the Company evidencing required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee Guarantee. (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). b) Any Subsidiary Guarantor not released released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal of, interest and interestpremium, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically released without any action required by the Trustee or Holders: (i) in the event the Capital Stock of a Subsidiary Guarantor is sold or all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted SubsidiarySubsidiary (it being understood that only such portion of the Net Cash Proceeds as is or is required to be applied on or before the date of such release in accordance with the terms of this Indenture needs to be so applied before such release); (ii) upon the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively;; or (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under the Credit Agreement and all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02capital markets debt securities of the Company. (b) At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver such instruments reasonably requested an appropriate instrument, prepared by the Company evidencing and reasonably acceptable to the Trustee, acknowledging the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in above or pursuant to Section 10.05(a) 9.02 shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten.

Release of Subsidiary Guarantor. (a) The Guaranteeing Subsidiary Guarantee of a Subsidiary Guarantor shall be released automatically released without from its obligations under this Second Supplemental Indenture (other than any action required by the Trustee or Holdersobligation that may have arisen under Section 8) upon: (i1) in the event the Capital Stock of a Subsidiary Guarantor is sold sale or all of the assets of a Subsidiary Guarantor are sold other disposition (including by way of merger, consolidation or otherwisemerger) of the Guaranteeing Subsidiary, including the sale or disposition of Capital Stock of the Guaranteeing Subsidiary, following which the Guaranteeing Subsidiary is no longer a Subsidiary of BZ Holdings; or (2) the sale or disposition of all or substantially all the assets of the Guaranteeing Subsidiary; provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than BZ Holdings or an Affiliate of BZ Holdings, (ii) such sale or disposition is otherwise permitted by the Company or a Restricted Indenture and (iii) the Issuers provide an Officers' Certificate to the Trustee to the effect that the Issuers and BZ Holdings shall comply with their obligations under Section 4.06 of the Indenture. The Subsidiary and Guarantee of the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Guaranteeing Subsidiary Guarantor ceases to also shall be a Restricted Subsidiary;automatically released: (ii1) upon the designation of any the Guaranteeing Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii2) upon legal defeasance the release or satisfaction and discharge of any Guarantee or other Indebtedness that resulted in the creation after the Issue Date of the Guarantee of the Notes in compliance with by the provisions Guaranteeing Subsidiary pursuant to Section 4.11 of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilitiesthe Indenture; or (v3) if such Subsidiary Guarantee shall have been released pursuant to the Issuers exercise their legal defeasance option or their covenant defeasance option under Section 9.02. (b) 8.01 of the Indenture or if their obligations under the Indenture are discharged in accordance with the terms of the Indenture. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureIssuers, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall be automatically released without from its obligations under this Article 10 (other than any action required by the Trustee or Holders:obligation that may have arisen under Section 10.07): (i1) in upon the event the Capital Stock sale (including any sale pursuant to any exercise of remedies by a Subsidiary Guarantor is sold or all holder of Indebtedness of the assets Issuer or of a such Subsidiary Guarantor are sold Guarantor) or other disposition (including by way of merger, consolidation or otherwisemerger) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted SubsidiaryGuarantor; (ii2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor; (3) upon the designation of any such Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance accordance with the definition terms of “Unrestricted Subsidiary”this Indenture; (iii4) upon legal defeasance or satisfaction unless there is then existing an Event of Default, at such time and discharge of for so long as any such Subsidiary Guarantor that became a Subsidiary Guarantor after the Notes in compliance with Closing Date pursuant to Section 4.11 does not Guarantee any Indebtedness that would have required such Subsidiary Guarantor to enter into a supplemental indenture pursuant to Section 4.11 and the provisions of Issuer provides an Officers’ Certificate to the Trustee certifying that no such Guarantee is outstanding and the Issuer elects to have such Subsidiary Guarantor released from this Indenture described under Article Eight and Article Eleven, respectively10; (iv5) at any time during a Suspension Period if the Issuer provides an Officers’ Certificate to the Trustee stating that the Issuer elects to have such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilitiesthis Article 10; or (v6) upon the exercise by the Issuer of its legal defeasance option or its covenant defeasance option or if such Subsidiary Guarantee shall have been released the Obligations of the Issuer under this Indenture and the Notes are discharged pursuant to Article 8; provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than the Company or a Subsidiary of the Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the Company complies with its obligations under Section 9.02. (b) 4.06. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureIssuer, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to this Section 10.05(a10.06)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically released without any action required by the Trustee or Holders: (i) in the event the Capital Stock of a Subsidiary Guarantor is sold or all of the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance with the provisions of this Indenture described under Article Eight 8 and Article Eleven11, respectively;; or (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under the Credit Agreement and all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02capital markets debt securities of the Company. (b) At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver such instruments reasonably requested by the Company an appropriate instrument evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in above or pursuant to Section 10.05(a) 9.02 shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten10.

Release of Subsidiary Guarantor. (a) The Guaranteeing Subsidiary Guarantee of a Subsidiary Guarantor shall be released automatically released without from its obligations under this Fourth Supplemental Indenture (other than any action required by the Trustee or Holdersobligation that may have arisen under Section 8) upon: (i1) in the event the Capital Stock of a Subsidiary Guarantor is sold sale or all of the assets of a Subsidiary Guarantor are sold other disposition (including by way of merger, consolidation or otherwisemerger) of the Guaranteeing Subsidiary, including the sale or disposition of Capital Stock of the Guaranteeing Subsidiary, following which the Guaranteeing Subsidiary is no longer a Subsidiary of BZ Holdings; or (2) the sale or disposition of all or substantially all the assets of the Guaranteeing Subsidiary; provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than BZ Holdings or an Affiliate of BZ Holdings, (ii) such sale or disposition is otherwise permitted by the Company or a Restricted Indenture and (iii) the Issuers provide an Officers' Certificate to the Trustee to the effect that the Issuers and BZ Holdings shall comply with their obligations under Section 4.06 of the Indenture. The Subsidiary and Guarantee of the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Guaranteeing Subsidiary Guarantor ceases to also shall be a Restricted Subsidiary;automatically released: (ii1) upon the designation of any the Guaranteeing Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii2) upon legal defeasance the release or satisfaction and discharge of any Guarantee or other Indebtedness that resulted in the creation after the Issue Date of the Guarantee of the Notes in compliance with by the provisions Guaranteeing Subsidiary pursuant to Section 4.11 of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilitiesthe Indenture; or (v3) if such Subsidiary Guarantee shall have been released pursuant to the Issuers exercise their legal defeasance option or their covenant defeasance option under Section 9.02. (b) 8.01 of the Indenture or if their obligations under the Indenture are discharged in accordance with the terms of the Indenture. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureIssuers, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall be automatically released without from its obligations under this Article 10 (other than any action required by the Trustee or Holders:obligation that may have arisen under this Section 10.08): (ia) in upon the event the Capital Stock sale (including any sale pursuant to any exercise of remedies by a Subsidiary Guarantor is sold or all holder of Indebtedness of the assets Company or of a such Subsidiary Guarantor are sold Guarantor) or other disposition (including by way of merger, consolidation or otherwisemerger) of a Subsidiary Guarantor; (b) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor; (c) upon such Subsidiary Guarantor’s being released as a borrower or guarantor under the Credit Agreement; (d) unless there is then existing an Event of Default, at such time and for so long as any such Subsidiary Guarantor that became a Subsidiary Guarantor pursuant to Section 4.12 does not Guarantee any Indebtedness that would have required such Subsidiary Guarantor to enter into a supplemental indenture pursuant to Section 4.12 and the Company provides an Officers’ Certificate to the Trustee certifying that no such Guarantee is outstanding and the Company elects to have such Subsidiary Guarantor released from this Article 10; or (e) upon the exercise by the Company of its legal defeasance option or its covenant defeasance option or if the Obligations of the Company under the Indenture and the Securities are discharged pursuant to Article 8. provided, however, that in the case of clauses (a) and (b) above, (i) such sale or other disposition is made to a Person other than the Company or a Restricted Subsidiary and of the sale complies with the provisions set forth in Section 4.10 and if as a result of such saleCompany, such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; such sale or disposition is otherwise permitted by this Indenture and (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance Company complies with the provisions of this Indenture described its obligations under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) 5.01. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 10 (aother than any obligation that may have arisen under Section 10.07). (1) The upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of an Issuer or of such Subsidiary Guarantee Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor shall be automatically released without any action required by (including the Trustee sale or Holders: (i) in the event the Capital Stock disposition of Equity Interests of a Subsidiary Guarantor) following which such Subsidiary Guarantor is sold no longer a Subsidiary of the Company; (2) upon the sale or disposition of all of or substantially all the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted SubsidiaryGuarantor; (ii3) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary to the extent permitted by this Indenture; (4) at such time as such Subsidiary Guarantor does not have any Indebtedness outstanding that would have required such Subsidiary Guarantor to be enter into a Guarantee Agreement pursuant to Section 4.13 and the Issuers provides an Unrestricted Officers’ Certificate to the Trustee certifying that no such Indebtedness is outstanding and that the Issuers elect to have such Subsidiary in compliance with the definition of “Unrestricted Subsidiary”Guarantor released from this Article 10; (iii5) upon legal defeasance or satisfaction and discharge of the Notes in compliance with the provisions of this Indenture described under Securities pursuant to Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities8; or (v6) if upon the full satisfaction of the Issuers’ obligations under this Indenture; provided, however, that in the case of clauses (1) and (2) above, (i) such Subsidiary Guarantee shall have been released pursuant sale or other disposition is made to a Person other than an Issuer or an Affiliate of either Issuer, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the Issuers provides an Officers’ Certificate to the Trustee to the effect that the Issuers will comply with their obligations under Section 9.02. (b) 4.06. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureIssuers, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The A Subsidiary Guarantee Guarantor will be automatically released from its obligations under this Article 11 (other than any obligation that may have arisen under Section 11.07): (1) upon the sale or other disposition (including by way of consolidation, merger or scheme or arrangement qualifying as an amalgamation) of a Subsidiary Guarantor shall be automatically released without any action required by Guarantor, including the Trustee sale or Holders: (i) in the event the disposition of Capital Stock of a Subsidiary Guarantor, following which such Subsidiary Guarantor is sold or all no longer a Subsidiary of the Company; (2) upon the sale or disposition of all or substantially all the assets of a Subsidiary Guarantor are sold (including by way of mergerconsolidation, consolidation merger or otherwisescheme or arrangement qualifying as an amalgamation) of such Subsidiary Guarantor; (3) upon defeasance or covenant defeasance of the Securities pursuant to Article 8 or if the Company’s obligations under this Indenture are satisfied and discharged pursuant to Article 9; or Table of ContentsTable of Contents (4) if the Securities are rated Investment Grade by at least two of three of Xxxxx’x, S&P or Fitch and no Default or Event of Default has occurred and is continuing under this Indenture; provided, however, that in the case of clauses (1) and (2) above, such sale or other disposition is made to a Person other than the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge Affiliate of the Notes in compliance with Company and such sale or disposition is otherwise permitted by this Indenture. Such release shall be effective regardless of whether the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02Securities maintain an Investment Grade. (b) At the request of the Company, Company and upon delivery to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel that a release complies with this IndentureCounsel, if required, the Trustee shall execute and deliver such instruments reasonably requested by the Company an appropriate instrument evidencing the release of such a Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to this Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten11.06.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article Eleven (aother than any obligation that may have arisen under Section 11.07): (1) The upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Company or of such Subsidiary Guarantee Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor shall be automatically released without any action required by Guarantor, including the Trustee sale or Holders: (i) in the event disposition of the Capital Stock of a Subsidiary Guarantor following which such Subsidiary Guarantor is sold no longer a Subsidiary, (2) upon the sale or disposition of all of or substantially all the assets of a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary;Guarantor, (ii3) upon the designation of any such Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance accordance with the definition terms of “Unrestricted Subsidiary”;this Indenture, (4) at such time as such Subsidiary Guarantor does not have any Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 4.13 and the Company provides an Officers’ Certificate to the Trustee certifying that no such Indebtedness is outstanding and that the Company elects to have such Subsidiary Guarantor released from this Article Eleven, or (5) upon defeasance of the Notes pursuant to Article Eight, or (6) upon the full satisfaction of the Company’s obligations under this Indenture pursuant to Section 8.01(a) or otherwise in accordance with the terms of the Indenture; provided, however, that in the case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than the Company or a Subsidiary of the Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with the provisions of this Indenture described its obligations under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) 4.06. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article Ten (aother than any obligation that may have arisen under Section 10.07): (1) The upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Parent, the Issuers or of such Subsidiary Guarantee Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor shall be automatically released without any action required by Guarantor, including the Trustee sale or Holders: (i) in the event disposition of the Capital Stock of a Subsidiary Guarantor, following which such Subsidiary Guarantor is sold or all no longer a Subsidiary of the Parent, (2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, (3) in connection with the merger or consolidation of a Subsidiary Guarantor are sold with (including a) an Issuer or (b) any other Guarantor (provided that the surviving entity remains a Guarantor), (4) upon the Parent properly designating such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture, (5) upon a liquidation or dissolution of such Subsidiary Guarantor permitted under this Indenture, (6) upon the release or discharge of the Guaranty that resulted in the creation of such Subsidiary Guaranty, except a discharge or release by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of payment under such saleGuaranty, such Subsidiary Guarantor ceases to be a Restricted Subsidiary;or (ii7) upon the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture, provided, however, that in the Notes in compliance with case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than the provisions Parent or a Subsidiary of the Parent, (ii) such sale or disposition is otherwise permitted by this Indenture described and (iii) the Parent provides an Officers’ Certificate to the Trustee to the effect that the Parent will comply with its obligations under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) 4.11. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureParent, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall will be automatically released without any action required by the Trustee or Holdersfrom its obligations under this Article X: (i1) in upon the event sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor, including the sale or disposition of Capital Stock of a such Subsidiary Guarantor, following which such Subsidiary Guarantor is sold no longer a Subsidiary of the Issuer; or (2) upon the sale or disposition of all or substantially all of the assets of a such Subsidiary Guarantor; in each case other than to the Issuer or an Affiliate of the Issuer and as permitted by this Indenture and if in connection therewith the Issuer provides an Officers’ Certificate to the Trustee to the effect that the Issuer will comply with its obligations under Section 4.08. in respect of such disposition. Upon any sale or disposition described in clause (1) or (2) above, the obligor on the related Subsidiary Guarantee will be released from its obligations thereunder. The Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to also shall be a Restricted Subsidiary;released from its obligations under this Article X: (ii1) upon the designation of any such Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance accordance with the definition terms of “Unrestricted Subsidiary”this Indenture; (iii2) upon legal defeasance or satisfaction and discharge of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if at such time as any Guarantee by such Subsidiary Guarantor shall have of the obligations under the Credit Agreement and under all Capital Markets Indebtedness has been released from its guarantee and discharged, except a discharge or release by or as a result of Indebtedness payment under all Material Credit Facilitiessuch Guarantee; or (v3) if the Issuer exercises its legal defeasance option or its covenant defeasance option as described in Article IX of this Indenture or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture. For avoidance of doubt, clause (2) above shall include a situation whereby the Guarantee of Capital Markets Indebtedness by a Subsidiary Guarantor, including the Notes, would be released and discharged (“released”) immediately upon such Subsidiary Guarantee shall release under the Credit Agreement but for the existence of one or more guarantees of other Capital Markets Indebtedness the terms of which also provide that such guarantees would be released immediately upon such release under the Credit Agreement, provided that, in each case, all conditions precedent to such release have been released pursuant to Section 9.02. (b) satisfied. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureIssuer, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall be automatically released without from its obligations under this Article 10 (other than any action required by the Trustee or Holders:obligation that may have arisen under Section 10.07): (i1) in upon the event the Capital Stock sale (including any sale pursuant to any exercise of remedies by a Subsidiary Guarantor is sold or all holder of Indebtedness of the assets Issuer or of a such Subsidiary Guarantor are sold Guarantor) or other disposition (including by way of merger, consolidation or otherwisemerger) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted SubsidiaryGuarantor; (ii2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor; (3) upon the designation of any such Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance accordance with the definition terms of “Unrestricted Subsidiary”this Indenture; (iii4) upon legal defeasance or satisfaction unless there is then existing an Event of Default, at such time and discharge of for so long as any such Subsidiary Guarantor that became a Subsidiary Guarantor after the Notes in compliance with Closing Date pursuant to Section 4.11 does not Guarantee any Indebtedness that would have required such Subsidiary Guarantor to enter into a Indenture pursuant to Section 4.11 and the provisions of Issuer provides an Officers’ Certificate to the Trustee certifying that no such Guarantee is outstanding and the Issuer elects to have such Subsidiary Guarantor released from this Indenture described under Article Eight and Article Eleven, respectively10; (iv5) at any time during a Suspension Period if the Issuer provides an Officers’ Certificate to the Trustee stating that the Issuer elects to have such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilitiesthis Article 10; or (v6) upon the exercise by the Issuer of its legal defeasance option or its covenant defeasance option or if such Subsidiary Guarantee shall have been released the Obligations of the Issuer under this Indenture and the Notes are discharged pursuant to Section 9.02. Article 8; provided, however, that in the case of clauses (b1) At and (2) above, (i) such sale or other disposition is made to a Person other than the request Company or a Subsidiary of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten.,

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article Eleven (aother than any obligation that may have arisen under Section 11.07) (1) The Subsidiary Guarantee upon the sale or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor shall be automatically released without any action required by Guarantor, including the Trustee sale or Holders: (i) in the event disposition of the Capital Stock of a Subsidiary Guarantor, following which such Subsidiary Guarantor is sold or all no longer a Subsidiary of the Parent, (2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, (3) in connection with the merger or consolidation of a Subsidiary Guarantor are sold with (including a) an Issuer or (b) any other Guarantor (provided that the surviving entity remains a Guarantor), (4) upon Parent properly designating such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture, (5) upon a liquidation or dissolution of such Subsidiary Guarantor permitted under this Indenture, (6) upon the release or discharge of the Guaranty that resulted in the creation of such Subsidiary Guaranty, except a discharge or release by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of payment under such saleGuaranty, such Subsidiary Guarantor ceases to be a Restricted Subsidiary;or (ii7) upon the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture, provided, however, that in the Notes in compliance with case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than the provisions Parent or a Subsidiary of the Parent, (ii) such sale or disposition is otherwise permitted by this Indenture described and (iii) the Parent provides an Officers’ Certificate to the Trustee to the effect that the Parent will comply with its obligations under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) 4.06. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this IndentureParent, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 11 without any further action required on the part of the Trustee or any Holder (aother than any obligation that may have arisen under Section 11.07 prior to such release), (1) The upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantee Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor shall be automatically released without any action required by the Trustee or Holders:Guarantor, (i2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, (3) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, (4) in the event the connection with any sale or other disposition (including by way of a merger or consolidation) of Capital Stock of a Subsidiary Guarantor is sold or all to a Person in accordance with the Indenture that results in the Subsidiary Guarantor no longer being a Restricted Subsidiary; PROVIDED, HOWEVER, that after giving effect to such sale, such former Subsidiary Guarantor shall have no Guaranties outstanding of any Indebtedness of the assets of a Company or any Restricted Subsidiary, or (5) at such time as such Subsidiary Guarantor are sold no longer has any other Indebtedness outstanding; PROVIDED, HOWEVER, that in the case of clauses (including by way of merger1), consolidation (2) and (4) above, (i) such sale or otherwise) by other disposition is made to a Person other than the Company or a Restricted Subsidiary and of the sale complies with the provisions set forth in Section 4.10 and if as a result of such saleCompany, such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with the definition of “Unrestricted Subsidiary”; such sale or disposition is otherwise permitted by this Indenture and (iii) upon legal defeasance the Company provides an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06 with respect to such sale or satisfaction and discharge of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) disposition. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The No Subsidiary Guarantee Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, whether or not affiliated with such Subsidiary Guarantor, unless (i) subject to the provisions of paragraph (b) below, the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor pursuant to a supplemental indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) such transaction is in compliance with this Indenture, including, without limitation, Section 5.01. (b) A Subsidiary Guarantor shall be automatically released without any action required by the Trustee or Holdersfrom all of its obligations under its Subsidiary Guarantee if: (i) in the event Subsidiary Guarantor has sold all or substantially all of its assets to a third party or an Unrestricted Subsidiary or the Company and its Subsidiaries have sold all of the Capital Stock of a the Subsidiary Guarantor is sold or all of the assets of owned by them, in each case in a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies transaction in compliance with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary;this Indenture; or (ii) upon the designation of any Subsidiary Guarantor to be an Unrestricted merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Company or another Subsidiary Guarantor in a transaction in compliance with this Indenture; and in each such case, the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) At the request of the Company, and upon delivery Company has delivered to the Indenture Trustee of an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that a release complies with this Indenture, the Trustee shall execute and deliver all conditions precedent herein provided for relating to such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a))transactions have been complied with. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall will remain liable for the full amount of principal of and interest, if any, interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten12.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a A Subsidiary Guarantor shall will be automatically released without from its obligations under this Article 10 (other than any action required by the Trustee or Holders:obligation that may have arisen under Section 10.07): (i1) in upon the event the Capital Stock sale (including any sale pursuant to any exercise of remedies by a Subsidiary Guarantor is sold or all holder of Indebtedness of the assets Company or of a such Subsidiary Guarantor are sold Guarantor) or other disposition (including by way of merger, consolidation or otherwisemerger) by the Company or of a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted SubsidiaryGuarantor; (ii2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor; (3) upon the designation of any such Subsidiary Guarantor to be as an Unrestricted Subsidiary in compliance accordance with the definition terms of “Unrestricted Subsidiary”this Indenture unless any of the Collateral is then owned by such Subsidiary Guarantor; (iii4) upon legal defeasance or satisfaction and discharge of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if at such time as such Subsidiary Guarantor shall does not have been released from its guarantee any Obligations outstanding that required such Subsidiary Guarantor to enter into a Guarantee Agreement pursuant to clause (ii) of Section 4.13, and the Company provides an Officer's Certificate to the Trustee certifying that no such Indebtedness under all Material Credit Facilitiesis outstanding and that the Company elects to have such Subsidiary Guarantor released; or (v5) if such Subsidiary Guarantee shall have been released upon defeasance of the Securities or discharge of this Indenture pursuant to Article 8; PROVIDED, HOWEVER, that in the case of clauses (1) and (2) above, (i) such sale or other disposition is made to a Person other than the Company or a Subsidiary of the Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the Company provides an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 9.02. (b) 4.06. At the request of the Company, and upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such instruments reasonably requested by the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Tenrelease.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee Upon the sale or other disposition of all of the capital stock of and other equity interests in a Subsidiary Guarantor shall be automatically released without any action required by to a Person or Persons other than the Trustee Borrower or Holders: (i) in the event the Capital Stock of a Subsidiary Guarantor is sold or all of the assets of a Subsidiary Guarantor are sold (including by way of mergerBorrower, consolidation which sale or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary other disposition is in compliance with the definition Loan Documents, the Administrative Agent will, at such Subsidiary Guarantor's expense, release such Subsidiary Guarantor from its obligations under this Agreement; provided, however, that (a) at the time of “Unrestricted Subsidiary”; such request and such release no Event of Default or Potential Default shall have occurred and be continuing, (iiib) upon legal defeasance or satisfaction and discharge of the Notes in compliance with the provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee delivered to the Administrative Agent, at least five Business Days prior to the date of Indebtedness under all Material Credit Facilities; or the proposed release, a written request for release describing the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a form for release for execution by the Administrative Agent and a certification by a Responsible Officer of the Borrower to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Administrative Agent may in good faith request, (vc) if such Subsidiary Guarantee no Lender Party shall have given to the Administrative Agent, prior to the proposed release, a notice to the effect that the conditions set forth in this Section 2.12 have not been released pursuant satisfied and specifically requesting that the Administrative Agent not effect such release, and (d) the proceeds of any such sale or other disposition required to be applied in accordance with Section 9.02. (b) At the request 2.07 of the CompanyCredit Agreement, and upon delivery to or any successor provision of similar import, shall be paid to, or in accordance with the Trustee of an Officers’ Certificate and an Opinion of Counsel that a release complies with this Indentureinstructions of, the Trustee shall execute and deliver such instruments reasonably requested by Administrative Agent in accordance with the Company evidencing the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a))Credit Agreement. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other The obligations of any the Subsidiary Guarantor under Sections 2.11 and 5.04 of this Indenture as provided in this Article TenAgreement shall survive any termination or release hereof.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a Any Subsidiary Guarantor shall will be automatically released without and relieved of any action required by the Trustee or Holders: obligations under its Note Guarantee, (i) in connection with any sale or other disposition of all or substantially all of the event assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Issuer, if the sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor complies with Section 4.10 hereof; (ii) in connection with any sale of all of the Capital Stock of a Subsidiary Guarantor to a Person that is sold not (either before or all after giving effect to such transaction) a Restricted Subsidiary of the assets Issuer, if the sale of all such Capital Stock of that Subsidiary Guarantor complies with Section 4.10; or (iii) if the Issuer designates any Restricted Subsidiary that is a Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance accordance with the definition of “Unrestricted Subsidiary”; (iii) upon legal defeasance or satisfaction and discharge of the Notes in compliance with the applicable provisions of this Indenture described under Article Eight and Article Eleven, respectively; (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) At Indenture. Upon delivery by the request of the Company, and upon delivery Issuer to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a release complies with Guarantor under this IndentureSection 10.05 have been met, the Trustee shall execute and deliver such instruments any documents reasonably requested by the Company evidencing required in order to evidence the release of such Subsidiary Guarantor from its Subsidiary Guarantee obligations under its Note Guarantee. (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). b) Any Subsidiary Guarantor not released from its obligations under its Subsidiary Note Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal of and interestinterest and Liquidated Damages, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article Ten.

Release of Subsidiary Guarantor. (a) The Subsidiary Guarantee of a Any Subsidiary Guarantor shall be automatically released without and relieved of any action required by obligations under its Subsidiary Guarantee and the Trustee or Holders: Collateral Agreements (in respect of the Notes Obligations), (i) upon any sale or other disposition (in a transaction that complies with this Indenture) by the event the Company and its Restricted Subsidiaries of their Capital Stock of or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary Guarantor is sold of the Company or any Restricted Subsidiary; (ii) upon the sale of all or substantially all of the assets of such Subsidiary in a transaction that complies with this Indenture; (iii) if the Company properly designates that Subsidiary Guarantor are sold (including by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and the sale complies with the provisions set forth in Section 4.10 and if as a result of such sale, such Subsidiary Guarantor ceases to be a Restricted Subsidiary; (ii) upon the designation of any Subsidiary Guarantor to be an Unrestricted Subsidiary in compliance with under this Indenture; (iv) if the definition of “Unrestricted Subsidiary”; Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (iiiv) upon legal defeasance or satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes in compliance with and all other obligations of the provisions of this Indenture described under Article Eight Company and Article Eleven, respectively; (iv) if such any Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 9.02. (b) At that are then due and payable. Upon delivery by the request of the Company, and upon delivery Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a release complies with Subsidiary Guarantor under this IndentureSection 10.04 have been met, the Trustee shall execute and deliver such instruments any documents reasonably requested by the Company evidencing required in order to evidence the release of such Subsidiary Guarantor from its Subsidiary Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.05(a)). Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal and interest, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article TenGuarantee.