Common use of Release of Subsidiary Guarantor Clause in Contracts

Release of Subsidiary Guarantor. (a) Any Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee, (i) upon any sale or other disposition (in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary 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 as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any The Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically released and relieved of without any obligations under its Subsidiary Guarantee, action required by the Trustee or Holders: (i) upon any sale in the event the Capital Stock of a Subsidiary Guarantor is sold or other disposition all of the assets of a Subsidiary Guarantor are sold (in a transaction that complies with this Indentureincluding by way of merger, consolidation or otherwise) by the Company or a Restricted Subsidiary and its Restricted Subsidiaries the sale complies with the provisions set forth in Section 4.10 and if as a result of their Capital Stock or other ownership interests in such sale, such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; ; (ii) upon the sale designation of all or substantially all of the assets of such any Subsidiary Guarantor to be an Unrestricted Subsidiary in a transaction that complies compliance with this Indenture; the definition of “Unrestricted Subsidiary”; (iii) if upon legal defeasance or satisfaction and discharge of the Company properly designates that Subsidiary Guarantor as an Unrestricted Subsidiary Notes in compliance with the provisions of this Indenture described under this Indenture; Article Eight and Article Eleven, respectively; (iv) if the Company exercises such Subsidiary Guarantor shall have been released from its legal defeasance option guarantee of Indebtedness under all Material Credit Facilities; or (v) if such Subsidiary Guarantee shall have been released pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or 9.02. (vb) upon satisfaction and discharge of this Indenture or payment in full At the request of the principal of, premium, if anyCompany, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon upon delivery by the 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 a release of a Subsidiary Guarantor under complies with this Section 10.04 have been metIndenture, the Trustee shall execute any documents and deliver such instruments reasonably required in order to evidence requested by the Company evidencing the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Guarantee (b) 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, in accordance with the terms of this Indenture, released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal of, premiumand interest, 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) Any Each Subsidiary Guarantor shall be deemed released and relieved of any from all obligations under its Subsidiary Guarantee, this Article VI without any further action required on the part of the Trustee or any Holder: (i1) upon any the sale or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; Guarantor, (ii2) upon the sale or disposition of all or substantially all of the assets of such Subsidiary in a transaction that complies with this Indenture; Guarantor, (iii3) if the Company properly designates that 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 the creation of such Subsidiary Guaranty (except a release or discharge by or as an Unrestricted a result of payment under such guaranty); provided that such Subsidiary under this Indenture; (iv) if Guarantor would not then otherwise be required to Guarantee the Company exercises its legal defeasance option Notes pursuant to Section 8.02 the Indenture, (4) upon the defeasance of the Notes, as provided under Article XIII of the Base Indenture or its covenant defeasance option (5) pursuant to clause (4) of Section 8.03; 901 of the Base Indenture (in the case of clause (1) or (v) upon satisfaction 2), other than to Parent, the Issuer or a Subsidiary of Parent and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery as permitted by the Company to Indenture). For the Trustee avoidance 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 doubt, the release of a Subsidiary Guaranty of a Subsidiary Guarantor under this Section 10.04 have been metpursuant to clause (3) above shall automatically occur simultaneously with the release of all such Guarantees of such Subsidiary Guarantor of other Specified Debt. At the written request of the Issuer, the Trustee shall execute any documents reasonably required in order to evidence the release of and deliver an appropriate instrument evidencing such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteerelease. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any A Subsidiary Guarantor shall be released and relieved of any automatically from its obligations under its Subsidiary Guarantee, this Article 10 (iother than any obligation that may have arisen under Section 10.07) upon any upon: (1) the sale or other disposition (in including by way of consolidation or merger) of a transaction that complies with this Indenture) by Subsidiary Guarantor, including the Company and its Restricted Subsidiaries sale or disposition of their Capital Stock or other ownership interests in of a Subsidiary Guarantor, following which such Subsidiary Guarantor such that such is no longer a Subsidiary Guarantor immediately following such of BZ Holdings; or (2) the sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; (ii) upon the sale of all or substantially all of the assets of a Subsidiary Guarantor; provided, however, that in the case of clauses (1) and (2) above, (i) such Subsidiary in sale or other disposition is made to a transaction that complies with Person other than BZ Holdings or an Affiliate of BZ Holdings, (ii) such sale or disposition is otherwise permitted by this Indenture; Indenture and (iii) if the Company properly designates 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: (1) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary; (2) upon the release or discharge of any Guarantee or other Indebtedness that resulted in the creation after the Issue Date of the Guarantee of the Notes by such Subsidiary under this IndentureGuarantor pursuant to Section 4.11; or (iv3) if the Company exercises its Issuers exercise their legal defeasance option pursuant to Section 8.02 or its their covenant defeasance option pursuant to under Section 8.03; 8.01 or (v) upon satisfaction and discharge of if their obligations under this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, discharged in accordance with the terms of this Indenture. At the request of the Issuers, from its obligations under its Subsidiary Guarantee the Trustee shall remain liable for the full amount of principal of, premium, if any, execute 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 Tendeliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. (a) Any Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee, (i) upon any sale or other disposition (in a transaction that complies with this Indenture) by the Company Company, the Parent Guarantor and its their Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiarysuch 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 as an Unrestricted Subsidiary under this Indenture; or (iv) if upon the Company exercises its legal defeasance option release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee pursuant to Section 8.02 4.07(b) hereof, except a discharge or its covenant defeasance option pursuant to Section 8.03; release by or (v) upon satisfaction and discharge as a result of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payableunder such Guarantee. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, interest, premium, if any, and interest liquidated damages, if any, 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) Any A Subsidiary Guarantor shall be automatically released and relieved of any from its obligations under its Subsidiary Guarantee, this Article 10 (other than any obligation that may have arisen under Section 10.7) upon: (i) upon any sale 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 sale, issuance or other disposition (in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in of such Subsidiary Guarantor (including by way of merger, amalgamation or consolidation) such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company Company, or any Restricted Subsidiary; (ii) upon the sale of all or substantially all of the assets of such Subsidiary in Guarantor to a transaction Person that complies with is not (either before or after giving effect to such transaction) the Company or a Subsidiary, so long as such sale, issuance or other disposition of Capital Stock is not prohibited by the terms of this Indenture; ; (iii) if immediately prior to or following the Company properly designates that dissolution of such Subsidiary Guarantor as an Unrestricted Subsidiary under this IndentureGuarantor; or (iv) if the Company exercises exercising its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; Article 8 or (v) upon satisfaction and discharge if the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of Indenture; (b) the Company and any or such Subsidiary Guarantor that are then due and payable. Upon delivery by the Company 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 effect that one case of a merger, consolidation or amalgamation of a subsidiary guarantor into or with the Company; and (c) at the request of the foregoing requirements has been satisfied and the conditions to the release of a Subsidiary Guarantor under this Section 10.04 have been metCompany, the Trustee Trustees shall execute any documents reasonably required and deliver an appropriate instrument evidencing such release (in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteeform provided by the Company). (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any A Subsidiary Guarantor shall be automatically released and relieved of any from its obligations under its Subsidiary Guarantee, this Article 10 (other than any obligation that may have arisen under Section 10.7) upon: (i) upon any sale 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 sale, issuance or other disposition (in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in of such Subsidiary Guarantor (including by way of merger or consolidation) such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company Company, or any Restricted Subsidiary; (ii) upon the sale of all or substantially all of the assets of such Subsidiary in Guarantor to a transaction Person that complies with this Indenture; is not (either before or after giving effect to such transaction) the Company or a Subsidiary, so long as the sale, issuance or other disposition does not violate Section 5.1; (iii) if immediately prior to or following the Company properly designates that dissolution of such Subsidiary Guarantor as an Unrestricted Subsidiary under this IndentureGuarantor; and (iv) if the Company exercises exercising its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; Article 8 or (v) upon satisfaction and discharge if the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Indenture; (b) such Subsidiary Guarantor that are then due and payable. Upon delivery by the Company delivering to the Trustee of 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; and (c) at the effect that one request of the foregoing requirements has been satisfied and the conditions to the release of a Subsidiary Guarantor under this Section 10.04 have been metCompany, the Trustee shall execute any documents reasonably required and deliver an appropriate instrument evidencing such release (in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteeform provided by the Company). (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee, , (i) upon any sale or other disposition (in a transaction that complies with this Indenture) by the Parent Company, the Company and its their Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; 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 as an Unrestricted Subsidiary under this Indenture; or (iv) if upon the Company exercises its legal defeasance option release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee pursuant to Section 8.02 4.07(b) hereof, except a discharge or its covenant defeasance option pursuant to Section 8.03; release by or (v) upon satisfaction and discharge as a result of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payableunder such Guarantee. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably 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. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, interest and 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) Any The Guaranteeing Subsidiary Guarantor shall be released and relieved of any automatically from its obligations under its Subsidiary Guarantee, this Third Supplemental Indenture (iother than any obligation that may have arisen under Section 8) upon: (1) upon any the sale or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by of the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such Guaranteeing Subsidiary, including the sale or disposition ceases to be of Capital Stock of the Guaranteeing Subsidiary, following which the Guaranteeing Subsidiary is no longer a Subsidiary of the Company or any Restricted SubsidiaryBZ Holdings; or (ii2) upon the sale or disposition of all or substantially all of the assets of the Guaranteeing Subsidiary; provided, however, that in the case of clauses (1) and (2) above, (i) such Subsidiary in sale or other disposition is made to a transaction that complies with this Indenture; Person other than BZ Holdings or an Affiliate of BZ Holdings, (ii) such sale or disposition is otherwise permitted by the Indenture and (iii) if the Company properly designates that Subsidiary Guarantor as Issuers provide an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company Officers' Certificate to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that one the Issuers and BZ Holdings shall comply with their obligations under Section 4.06 of the foregoing requirements has been satisfied and Indenture. The Subsidiary Guarantee of the conditions to Guaranteeing Subsidiary also shall be automatically released: (1) upon the designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; (2) upon the release or discharge of a any Guarantee or other Indebtedness that resulted in the creation after the Issue Date of the Guarantee of the Notes by the Guaranteeing Subsidiary Guarantor pursuant to Section 4.11 of the Indenture; or (3) if the Issuers exercise their legal defeasance option or their covenant defeasance option under this Section 10.04 have been met, 8.01 of the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its Indenture or if their obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, the Indenture are discharged in accordance with the terms of this the Indenture. At the request of the Issuers, from its obligations under its Subsidiary Guarantee the Trustee shall remain liable for the full amount of principal of, premium, if any, execute 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 Tendeliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. (a) Any The Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically released and relieved of without any obligations under its Subsidiary Guarantee, action required by the Trustee or Holders: (i) upon any sale or other disposition (in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries of their event the Capital Stock or other ownership interests in such of a Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale is sold or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; (ii) upon the sale of 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 Subsidiary if as a result of such sale, such Subsidiary Guarantor ceases to be a Subsidiary; (ii) upon legal defeasance or satisfaction and discharge of the Notes in a transaction that complies compliance with the provisions of this Indenture; Indenture described under Article Eight and Article Eleven, respectively; (iii) if the Company properly designates that such Subsidiary Guarantor as an Unrestricted Subsidiary shall have been released from its guarantee of Indebtedness under this Indentureall Material Credit Facilities; or (iv) if the Company exercises its legal defeasance option such Subsidiary Guarantee shall have been released pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or 9.02. (vb) upon satisfaction and discharge of this Indenture or payment in full At the request of the principal of, premium, if anyCompany, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon upon delivery by the 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 a release of a Subsidiary Guarantor under complies with this Section 10.04 have been metIndenture, the Trustee shall execute any documents and deliver such instruments reasonably required in order to evidence requested by the Company evidencing the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Guarantee (b) 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, in accordance with the terms of this Indenture, released from its obligations under its Subsidiary Guarantee as provided in Section 10.05(a) shall remain liable for the full amount of principal of, premiumand interest, 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) Any The Note Guarantee of a Subsidiary Guarantor shall will be automatically released and relieved 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 obligations under its other Indebtedness that required such Subsidiary GuaranteeGuarantor 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 merger, amalgamation, consolidation or otherwise) of: (i) upon any sale or other disposition (in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries Equity Interests of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that or any holder of Equity Interests of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor immediately following such sale or disposition ceases to be is no longer a Subsidiary subsidiary of the Company or any Restricted Subsidiary; Issuer, or (ii) upon the sale of all or substantially all of the assets of such Subsidiary Guarantor, in a transaction that complies with the case of each of clause (i) and (ii), if such sale, exchange, disposition, issuance or transfer does not violate the applicable provisions of this Indenture; Indenture required to be satisfied in connection therewith at the time thereof; (iii4) if upon the Company properly designates that designation of such Subsidiary Guarantor as an Unrestricted Subsidiary under in compliance with Section 4.12; (5) immediately prior to or upon the dissolution of such Subsidiary Guarantor if such dissolution does not violate the terms of this Indenture; or (iv6) if upon the Company exercises Issuer’s exercise of its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; under Article 8 or (v) upon satisfaction and discharge of if the Issuer’s obligations under this Indenture or payment are discharged in full of accordance with the principal ofterms hereof, premium, in each case if any, and interest on in connection therewith the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company to the Trustee of Issuer provides an Officers’ Officer’s Certificate and an Opinion of Counsel to the effect Trustee each stating that one of the foregoing requirements has been satisfied and the all conditions provided in this Indenture relating to the such transaction or release of a Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteecomplied with. (b) Any 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 transaction in compliance with such Article 5, the Note Guarantee of such Guarantor will be automatically released and discharged. In addition, the Equity Interests of a Subsidiary Guarantor not released, may be sold or otherwise disposed of to another Person to the extent set forth in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, premium, if anySection 4.7, and interest on upon delivery by the Notes and for Issuer of an Officer’s Certificate to the other obligations Trustee to the effect that such a transaction will comply with such Section 4.7, the Note Guarantee of any such Subsidiary Guarantor under this Indenture as provided in (if no longer a Restricted Subsidiary) will be automatically released and subject to this Article Tendischarged.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall will be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article 10 (iother than any obligation that may have arisen under Section 10.08) (1) upon any the sale or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by of such Subsidiary Guarantor, including the Company and its Restricted Subsidiaries sale or disposition of their Capital Stock or other ownership interests in of such Subsidiary Guarantor, following which such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be is no longer a Subsidiary of the Company or any Restricted SubsidiaryCompany; or (ii2) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor; in a transaction that complies with this Indenture; (iii) if each case other than to the Company properly designates 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 also shall be released: (3) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; (4) at such time as (A) any Guarantee by such Subsidiary Guarantor 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 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 this Indenture; or (iv5) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; as described in Article 8 or (v) upon satisfaction and discharge of if the Company's obligations under this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, discharged in accordance with the terms of this Indenture. At the request of the Company, from its obligations under its Subsidiary Guarantee the Trustee shall remain liable for the full amount of principal of, premium, if any, execute 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 Tendeliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall will be automatically and unconditionally released and relieved of any from its obligations under its Subsidiary Guarantee, this Article 10 (iother than any obligation that may have arisen under Section 10.07): (1) upon in connection with any sale or other disposition (in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; (ii) upon the sale of all or substantially all of the 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 Subsidiary in a transaction that as of the time of such disposition complies with this Indenture; Section 4.06 hereof; (iii2) in connection with any sale or other disposition of the Capital Stock of a Subsidiary Guarantor (including by way of merger or consolidation) 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 Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such transaction; (3) if the Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary under in accordance with the provisions of this Indenture; ; (iv4) if the Company exercises effects either its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to in accordance with Section 8.03; 8.01(b) hereof or (v) upon satisfaction if it satisfies and discharge of discharges this Indenture in accord with Section 8.01(a) hereof; or (5) unless a Default or payment in full Event of the principal ofDefault has occurred and is continuing, premium, if any, and interest on the Notes and all at such time as such Subsidiary Guarantor ceases to guarantee any other obligations Indebtedness of the Company and or any other Subsidiary Guarantor that are then due under a Credit Facility. At the request of the Company, the Trustee and payable. Upon delivery the Collateral Trustee, as applicable, shall execute and deliver such instrument reasonably requested by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of or such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteeevidencing such release. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any A Subsidiary Guarantor shall be released and relieved from its obligations hereunder (other than any of its obligations that may have arisen under Section 9.07) without the consent of any obligations under its Subsidiary Guarantee, holders: (ia) upon in connection with any sale or other disposition (in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; (ii) upon the sale of all or substantially all of the properties or assets of such Subsidiary Guarantor by way of merger, consolidation or otherwise, to a Person that is not (either before or after giving effect to such transaction) 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 transaction Person that complies with this Indenture; is not (iiieither before or after giving effect to such transaction) the Company or any Restricted Subsidiary, if the sale or other disposition does not violate Section 4.07 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition; (c) if the Company properly designates that changes the designation of such Subsidiary Guarantor as from a Restricted Subsidiary to an Unrestricted Subsidiary under in accordance with the applicable provisions of this Indenture; ; (ivd) if the Company exercises its legal defeasance option Indebtedness which resulted in such Subsidiary Guarantor’s obligation to Guarantee the Securities pursuant to Section 8.02 4.12 is repaid, satisfied or its covenant defeasance option 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 8.034.05(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 or (vg) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture or payment and in full accordance with its terms. At the request of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been metCompany, the Trustee shall execute and deliver an appropriate instrument evidencing any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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 TenSection.

Release of Subsidiary Guarantor. (a) Any The Note Guarantee of a Subsidiary Guarantor shall will be automatically released and relieved 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 obligations under its other Indebtedness that required such Subsidiary GuaranteeGuarantor 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 merger, amalgamation, consolidation or otherwise) of: (i) upon any sale or other disposition (in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries Equity Interests of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that or any holder of Equity Interests of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor immediately following such sale or disposition ceases to be is no longer a Subsidiary subsidiary of the Company or any Restricted Subsidiary; Issuer, or (ii) upon the sale of all or substantially all of the assets of such Subsidiary in a transaction that complies with this Indenture; Guarantor, (iii4) if upon the Company properly designates that designation of such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenturein compliance with Section 4.8; (5) immediately prior to or following the dissolution of such Subsidiary Guarantor; or (iv6) if upon the Company exercises Issuer’s exercise of its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; under Article 8 or (v) upon satisfaction and discharge of if the Issuer’s obligations under this Indenture or payment are discharged in full of accordance with the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteeterms hereof. (b) Any A Subsidiary Guarantor not releasedmay 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 accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, premium, if anyArticle 5, and interest on upon completion of such a transaction in compliance with such Article 5, the Notes and for the other obligations Note Guarantee of any such Subsidiary Guarantor under this Indenture as provided in will be automatically released and subject to this Article Tendischarged.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall be released and relieved of any from its obligations under its this Article 4 (other than any obligation that may have arisen under Section 4.07): (1) 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) or other disposition (including by way of consolidation or merger) 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) upon any such sale or other disposition (in is made to a transaction that complies with this Indenture) by Person other than the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; and (ii) upon such sale or disposition is otherwise permitted by the sale Indenture. The Company shall notify the Trustee and the Holders of all or substantially all of the assets of such Subsidiary in a transaction that complies with this Indenture; (iii) Notes if the Company properly designates that Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge Guarantee of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payableis released. Upon delivery by At the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that one request of the foregoing requirements has been satisfied and the conditions to the release of a Subsidiary Guarantor under this Section 10.04 have been metCompany, the Trustee shall execute any documents and deliver an appropriate instrument evidencing such release in form and substance reasonably required in order satisfactory to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary GuaranteeTrustee and the Company. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any A Subsidiary Guarantor shall will be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article Eleven (iother than any obligation that may have arisen under Section 11.07) (1) 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) or other disposition (in including by way of consolidation or merger) of a transaction that complies with this Indenture) by Subsidiary Guarantor, including the Company and its Restricted Subsidiaries sale or disposition of their the Capital Stock or other ownership interests in of a Subsidiary Guarantor following which such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be is no longer a Subsidiary of the Company or any Restricted Subsidiary; , (ii2) upon the sale or disposition of all or substantially all of the assets of such Subsidiary in a transaction that complies with this Indenture; Guarantor, (iii3) if upon the Company properly designates that designation of such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of 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, from 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) the Company provides an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under its Subsidiary Guarantee Section 4.06 of this Indenture. At the request of the Company, the Trustee shall remain liable for the full amount of principal of, premium, if any, execute 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 Tendeliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall be released and relieved of any automatically from its obligations under its Subsidiary Guarantee, this Article 10 (iother than any obligation that may have arisen under Section 10.07) upon any upon: (1) the sale or other disposition (in including by way of consolidation or merger) of a transaction that complies with this Indenture) by Subsidiary Guarantor, including the Company and its Restricted Subsidiaries sale or disposition of their Capital Stock or other ownership interests in of a Subsidiary Guarantor, following which such Subsidiary Guarantor such that such is no longer a Subsidiary Guarantor immediately following such of BZ Holdings; or (2) the sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; (ii) upon the sale of all or substantially all of the assets of a Subsidiary Guarantor; provided, however, that in the case of clauses (1) and (2) above, (i) such Subsidiary in sale or other disposition is made to a transaction that complies with Person other than BZ Holdings or an Affiliate of BZ Holdings, (ii) such sale or disposition is otherwise permitted by this Indenture; Indenture and (iii) if the Company properly designates 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: (1) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary; (2) upon the release or discharge of any Guarantee or other Indebtedness that resulted in the creation after the Issue Date of the Guarantee of the Notes by such Subsidiary under this IndentureGuarantor pursuant to Section 4.11; or (iv3) if the Company exercises its Issuers exercise their legal defeasance option pursuant to Section 8.02 or its their covenant defeasance option pursuant to under Section 8.03; 8.01 or (v) upon satisfaction and discharge of if their obligations under this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, discharged in accordance with the terms of this Indenture. At the request of the Issuers, from its obligations under its Subsidiary Guarantee the Trustee shall remain liable for the full amount of principal of, premium, if any, execute 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 Tendeliver an appropriate instrument evidencing such release.

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) Any 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) or other disposition (including by way of consolidation or merger) 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 shall be 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 relieved of any obligations under its Subsidiary Guarantee(b) above, (i) upon any such sale or other disposition (in is made to a transaction that complies with this Indenture) by Person other than the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; and (ii) upon the such sale of all or substantially all of the assets disposition is otherwise permitted by this Indenture. In each such case, prior to release and discharge of such Subsidiary in a transaction that complies with this Indenture; (iii) if Guaranty, the Company properly designates that Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company will have 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 to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a Subsidiary Guarantor under complying with this Section 10.04 have been met10.07, the Trustee shall execute any documents reasonably required in order to evidence requested by the release of Company evidencing such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteerelease. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any A Subsidiary Guarantor shall will be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article Ten (iother than any obligation that may have arisen under Section 10.07): (1) 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 Guarantor) or other disposition (in including by way of consolidation or merger) of a transaction that complies with this Indenture) by Subsidiary Guarantor, including the Company and its Restricted Subsidiaries sale or disposition of their the Capital Stock or other ownership interests in of a Subsidiary Guarantor, following which such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be is no longer a Subsidiary of the Company or any Restricted Subsidiary; Parent, (ii2) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor, (3) in connection with the merger or consolidation of a transaction Subsidiary Guarantor with (a) an Issuer or (b) any other Guarantor (provided that complies with this Indenture; the surviving entity remains a Guarantor), (iii4) if upon the Company Parent properly designates that designating such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; , (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v5) 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 or as a result of payment under such Guaranty, or (7) upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture Indenture, provided, however, that in the case of clauses (1) and (2) above, (i) such sale or payment in full other disposition is made to a Person other than the Parent or a Subsidiary of the principal of, premium, if any, Parent and interest on (ii) such sale or disposition is otherwise permitted by this Indenture At the Notes and all other obligations request of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been metParent, the Trustee shall execute any documents reasonably required in order to evidence the release of and deliver an appropriate instrument evidencing such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteerelease. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any 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 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 (if it was not already a Subsidiary Guarantor) such Subsidiary Guarantor shall be, automatically and relieved of any unconditionally released from all obligations under its Subsidiary GuaranteeGuaranty without any further action required on the part of the Trustee or any Holder, (i) upon any sale or other disposition (PROVIDED that, to the extent the provisions of Section 4.14 remain in a transaction that complies with this Indenture) by force and effect, the Company and its Restricted Subsidiaries provisions of their Capital Stock or other ownership interests Section 4.14 hereof shall apply anew in such Subsidiary Guarantor such the event that such Subsidiary Guarantor immediately following such sale or disposition ceases subsequent to be 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 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 as an Unrestricted Subsidiary under this Indenture; (iv) if in compliance with the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge terms of this Indenture or payment in full of (ii) the principal of, premium, if any, and interest on the Notes and all sale or other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery disposition (by the 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 merger or otherwise) of a Subsidiary Guarantor under by the Company or a Restricted Subsidiary of the 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 terms of this Section 10.04 have been metIndenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor shall be automatically and unconditionally released from its all obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not releasedGuaranty 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, from its obligations including Sections 4.12 and 5.01 hereof; PROVIDED, HOWEVER, that the foregoing proviso shall not apply to the sale or disposition of a Subsidiary Guarantor or of the Capital Stock thereof in a foreclosure proceeding (whether or not judicial) to the extent that such proviso would be inconsistent with the requirements of the Uniform Commercial Code. Notwithstanding the immediately preceding sentence, upon receipt of a request of the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.04, the Trustee shall deliver an appropriate instrument evidencing the release of such Subsidiary Guarantor. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture Guaranty as provided in and subject to this Article Ten11.

Release of Subsidiary Guarantor. (a) Any Notwithstanding the foregoing provisions of this Section 11.05, any Subsidiary Guarantor shall will automatically and unconditionally be released and relieved of any from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect, (i) upon concurrently with any sale direct or other disposition (in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such indirect sale or disposition ceases to be a Subsidiary of the Company (by merger or any Restricted Subsidiary; (iiotherwise) 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 as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not releasedor any interest therein, or any other transaction, in accordance with the terms of this Indenture, if as a result of such transaction 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 Guarantee shall remain liable for also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a 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 principal of, premium, if any, and interest on all of the Notes then outstanding and for all other subsidiary guaranteed obligations then due and owing (provided that the other obligations of 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 made by or on behalf of the Company 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 Indenture as provided Section 11.05, and delivery of an Officer’s Certificate to the Trustee, the Trustee shall execute any documents reasonably requested by the Company (at the Company’s expense) in order to evidence such release, discharge and subject to this Article Tentermination in respect of such Subsidiary Guarantee.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall will be automatically released and relieved of any from its obligations under its this Article 11 (other than any obligation that may have arisen under Section 11.07), and will immediately cease to be a Subsidiary GuaranteeGuarantor hereunder (including, for the avoidance of doubt, for the purposes of Section 4.06): (i1) upon any the sale or other disposition (in including by way of consolidation, merger or scheme or arrangement qualifying as an amalgamation) of a transaction that complies with this Indenture) by Subsidiary Guarantor, including the Company and its Restricted Subsidiaries sale or disposition of their Capital Stock or other ownership interests in of a Subsidiary Guarantor, following which such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be is no longer a Subsidiary of the Company or any Restricted Subsidiary; Company; (ii2) upon the sale or disposition of all or substantially all of the assets (including by way of consolidation, merger or scheme or arrangement qualifying as an amalgamation) of such Subsidiary in a transaction that complies with Guarantor; (3) upon defeasance or covenant defeasance of the Securities pursuant to Article 8 or if the Company’s obligations under this IndentureIndenture are satisfied and discharged pursuant to Article 9; or (iii4) if the Company properly designates that Subsidiary Guarantor as an Unrestricted Subsidiary Securities are rated Investment Grade by at least two of three of ▇▇▇▇▇’▇, 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 (iv1) if and (2) above, such sale or other disposition is made to a Person other than the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations an Affiliate of the Company and any Subsidiary Guarantor that are then due and payablesuch sale or disposition is otherwise permitted by this Indenture. Upon delivery by Such release shall be effective regardless of whether the Securities maintain an Investment Grade. (b) At the request of the Company to and upon delivery of an Officer’s Certificate and Opinion of Counsel, if required, the Trustee of shall execute and deliver an Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to appropriate instrument evidencing the release of a Subsidiary Guarantor under pursuant to this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee11.06. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any A Subsidiary Guarantor shall will be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article X (iother than any 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 Company or of such Subsidiary Guarantor), transfer or other disposition (in a transaction including by way of consolidation or merger) of Equity Interests of such Subsidiary Guarantor; provided, however, that complies with (i) such sale, transfer or other disposition is otherwise permitted by this Indenture, (ii) by such Person is no longer a Subsidiary and (iii) the Company and provides an Officer’s Certificate to the Trustee to the effect that the Company will comply with its Restricted Subsidiaries obligations under Section 4.06; or (2) upon the sale (including any sale pursuant to any exercise of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be remedies by a Subsidiary holder of Debt of the Company or any Restricted Subsidiary; (ii) upon the sale of such Subsidiary Guarantor), transfer or other disposition of all or substantially all of the assets of such Subsidiary in a transaction Guarantor; provided, however, that complies with (i) such sale, transfer or other disposition is otherwise permitted by is otherwise permitted by this Indenture; Indenture and (iiiii) if the Company properly designates that Subsidiary Guarantor as provides an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company Officer’s Certificate 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from Company will comply with its obligations under its Subsidiary Guarantee.Section 4.06; or (b3) Any Subsidiary Guarantor not released, 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, from its obligations 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 of indebtedness under its the Senior Obligations 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 remain liable for also be reinstated to the full amount of principal of, premium, if any, and interest on the Notes and for the other obligations of any extent that such Subsidiary Guarantor under this Indenture as provided would then be required to Guarantee the Securities pursuant to Section 4.08). At the request of the Company, the Trustee shall execute and deliver any documents, instructions, or instruments (in form and subject substance reasonably satisfactory to this Article Tenthe Trustee) evidencing any such release.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall will be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article X (iother than any 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 Company or of such Subsidiary Guarantor), transfer or other disposition (in a transaction including by way of consolidation or merger) of Capital Stock of such Subsidiary Guarantor; provided, however, that complies with (i) such sale, transfer or other disposition is otherwise permitted by this Indenture, (ii) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such is no longer a Restricted Subsidiary and (iii) the Company provides an Officers’ Certificate to the Trustee to the effect that such Subsidiary Guarantor immediately following such the Company will comply with its obligations under Section 4.06; or (2) upon the sale or disposition ceases (including any sale pursuant to be any exercise of remedies by a Subsidiary holder of Indebtedness of the Company or any Restricted Subsidiary; (ii) upon the sale of such Subsidiary Guarantor), transfer or other disposition of all or substantially all of the assets of such Subsidiary in a transaction Guarantor; provided, however, that complies with this Indenture; (iiii) if such sale, transfer or other disposition is otherwise permitted by the Senior Debt Documents and (ii) the Company properly designates that Subsidiary Guarantor as provides an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company Officer’s Certificate to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that one the Company will comply with its obligations under Section 4.06; or (3) upon request of the foregoing requirements has been satisfied and Company without consent of any Holder unless, within 20 Business Days after written notice of the conditions to the release of a Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the proposed release of such Subsidiary Guarantor from its 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 (4) 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 (5) upon defeasance of the Securities pursuant to Article VIII; or (6) upon the full satisfaction of the Company’s obligations under its Subsidiary Guarantee. (bthis Indenture pursuant to Section 8.01(a) Any Subsidiary Guarantor not released, or otherwise in accordance with the terms of this Indenture; or (7) upon a designation by the Company of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the definition thereof or in the event that such Subsidiary Guarantor ceases to be a Restricted Subsidiary in accordance with the provisions of this Indenture; or (8) 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, from its obligations 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 its 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 remain liable for also be reinstated to the full amount of principal of, premium, if any, and interest on the Notes and for the other obligations of any extent that such Subsidiary Guarantor under this Indenture as provided would then be required to Guarantee the Securities pursuant to Section 4.09). At the request of the Company, the Trustee shall execute and deliver any documents, instructions, or instruments (in form and subject substance reasonably satisfactory to this Article Tenthe Trustee) evidencing any such release.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article 10 (iother than any obligation that may have arisen under Section 10.07): (1) 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) or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; Guarantor, (ii2) upon the sale or disposition of all or substantially all of the assets of such Subsidiary in a transaction that complies with this Indenture; Guarantor; (iii3) if upon the Company properly designates that designation of such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of 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) the Company complies with its obligations under its Subsidiary Guarantee Section 4.06. At the request of the Company, the Trustee shall remain liable for the full amount of principal of, premium, if any, execute 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 Tendeliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. (a) Any Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee, (i) upon any Upon the sale or other disposition (in by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its Property and assets) to a Person other than the Issuer, the Company or a Restricted Subsidiary and pursuant to a transaction that complies 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 related Obligations set forth in this Indenture) by ; provided that any such termination shall occur only to the Company and its Restricted Subsidiaries extent that all Obligations of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale under all of its guarantees of and under all of its pledges of assets or disposition ceases to be a Subsidiary other security interests which secure, other Indebtedness of the Company or any other Restricted Subsidiary; (ii) Subsidiary shall also terminate or be released upon the such 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 other disposition. Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of in accordance with this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any shall be released from its Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Guarantee and the conditions to the release of a Subsidiary Guarantor under related Obligations set forth in this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary GuaranteeIndenture so long as it remains an Unrestricted Subsidiary. (b) Any Subsidiary Guarantor not releasedGuarantee by a Restricted Subsidiary shall be automatically and unconditionally released and discharged, in accordance with as evidenced by a supplemental indenture executed by the terms of this IndentureIssuer, from its obligations under its the Company, and the Subsidiary Guarantee shall remain liable for the full amount of principal of, premiumGuarantors, if any, and interest 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 and subject to this Article Tensuch guarantee.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article 10 (iother than any obligation that may have arisen under Section 10.07): (1) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Issuer or of such Subsidiary Guarantor) or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; Guarantor; (ii2) upon the sale or disposition of all or substantially all of 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 transaction that complies with this Indenture; (iii) Suspension Period if the Company properly designates Issuer provides an Officers’ Certificate to the Trustee stating that the Issuer elects to have such Subsidiary Guarantor as an Unrestricted Subsidiary under released from this IndentureArticle 10; or (iv6) if upon the Company exercises exercise by the Issuer of its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option or if the Obligations of the Issuer under this Indenture and the Notes are discharged pursuant to Section 8.03Article 8; provided, however, that in the case of clauses (1) and (2) above, (i) such sale or (v) upon satisfaction and discharge of this Indenture other disposition is made to a Person other than the Company or payment in full a Subsidiary of the principal of, premium, if anyCompany, and interest on (ii) such sale or disposition is otherwise permitted by this Indenture. Notwithstanding anything to the Notes and all other obligations contrary in this Section 10.06, the Company, at its option, may cause any Subsidiary of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 become a Subsidiary Guarantor of the Notes, and if such Subsidiary is not otherwise required under this Section 10.04 have been metIndenture to provide a Subsidiary Guarantee, the Company, at its option, may cause any such Subsidiary Guarantee to be released, subject to applicable law. At the request of the Issuer, the Trustee shall execute and deliver an appropriate instrument evidencing such release (it being understood that the failure to obtain any documents reasonably required in order to evidence the such instrument shall not impair any release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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 pursuant to this Article TenSection 10.06).

Release of Subsidiary Guarantor. (a) Any Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee, , (i) upon any sale or other disposition (in a transaction that complies with this Indenture) by the Parent Company, the Company and its their Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; 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 as an Unrestricted Subsidiary under this Indenture; or (iv) if upon the Company exercises its legal defeasance option release or discharge of the Guarantee which resulted in the creation of such Subsidiary Guarantee pursuant to Section 8.02 4.07(b) hereof, except a discharge or its covenant defeasance option pursuant to Section 8.03; release by or (v) upon satisfaction and discharge as a result of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payableunder such Guarantee. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, interest and 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) Any A Subsidiary 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, including the sale or disposition of Capital Stock of a Subsidiary Guarantor, following which such Subsidiary Guarantor is no longer a Subsidiary of the Company; (2) upon the sale or disposition of all or substantially all the assets (including by way of amalgamation, consolidation, statutory plan of arrangement or merger) of such Subsidiary Guarantor; (3) upon defeasance or covenant 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) if (i) the Company notifies ▇▇▇▇▇’▇, S&P, Fitch and the Trustee of its intention to exercise its option to terminate such Subsidiary Guarantee of the 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 (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 ▇▇▇▇▇’▇, 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 the termination of such Subsidiary Guarantee, or notice thereof and (c) no Default or Event of Default has occurred and is continuing under this indenture; or (5) if the applicable series of Securities is rated Release Investment Grade by at least two of three of ▇▇▇▇▇’▇, 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 sale or other disposition is made to a Person other than the Company or an Affiliate of the Company and (ii) such sale or disposition is otherwise permitted by this Indenture. (b) Notwithstanding Section 11.06(a), the 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 of any from its obligations under this Article 11 and its Subsidiary Guarantee will be terminated with respect to Securities of a series (such Subsidiary Guarantee, (i) upon any sale or other disposition (in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; (ii“Teck Metals Guarantee”) upon the sale of all or substantially all Company’s request (without the consent of the assets 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 Subsidiary in a transaction that complies with this Indenture; termination (iiithe “Teck Metals Release Date”); (2) if on the proposed Teck Metals Release Date, the Company properly designates that Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company delivers to the Trustee of an Officers’ Certificate stating that it has satisfied each of the four conditions listed in subsection (3) below; and (3) at the time of such release (and any other concurrent release, termination, repayment or discharge of any other Guarantee or other debt of Teck Metals), (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 Opinion amount equal to 10% of Counsel Consolidated Net Tangible Assets, (ii) the rating assigned to the effect 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 foregoing requirements has been satisfied and 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 conditions rating assigned by them to the release of a Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release Securities of such Subsidiary Guarantor from its obligations under its Subsidiary series shall not be downgraded as a result of the termination of the Teck Metals Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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.or notice thereof and

Release of Subsidiary Guarantor. (a) Any The Guaranteeing Subsidiary Guarantor shall be released and relieved of any automatically from its obligations under its Subsidiary Guarantee, this Supplemental Indenture (iother than any obligation that may have arisen under Section 8) upon: (1) upon any the sale or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by of the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such Guaranteeing Subsidiary, including the sale or disposition ceases to be of Capital Stock of the Guaranteeing Subsidiary, following which the Guaranteeing Subsidiary is no longer a Subsidiary of the Company or any Restricted SubsidiaryBZ Holdings; or (ii2) upon the sale or disposition of all or substantially all of the assets of the Guaranteeing Subsidiary; provided, however, that in the case of clauses (1) and (2) above, (i) such Subsidiary in sale or other disposition is made to a transaction that complies with this Indenture; Person other than BZ Holdings or an Affiliate of BZ Holdings, (ii) such sale or disposition is otherwise permitted by the Indenture and (iii) if the Company properly designates that Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company to the Trustee of Issuers provide an Officers’ Certificate and an Opinion of Counsel to the Trustee to the effect that one the Issuers and BZ Holdings shall comply with their obligations under Section 4.06 of the foregoing requirements has been satisfied and Indenture. The Subsidiary Guarantee of the conditions to Guaranteeing Subsidiary also shall be automatically released: (1) upon the designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; (2) upon the release or discharge of a any Guarantee or other Indebtedness that resulted in the creation after the Issue Date of the Guarantee of the Notes by the Guaranteeing Subsidiary Guarantor pursuant to Section 4.11 of the Indenture; or (3) if the Issuers exercise their legal defeasance option or their covenant defeasance option under this Section 10.04 have been met, 8.01 of the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its Indenture or if their obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, the Indenture are discharged in accordance with the terms of this the Indenture. At the request of the Issuers, from its obligations under its Subsidiary Guarantee the Trustee shall remain liable for the full amount of principal of, premium, if any, execute 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 Tendeliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall will be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article 11 without any further action required on the part of the Trustee or any Holder (iother than any obligation that may have arisen under Section 11.07 prior to such release), (1) 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 Guarantor) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor, (2) 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 connection with any sale or other disposition (in including by way of a transaction that complies with this Indenturemerger or consolidation) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such of a Subsidiary Guarantor such to a Person in accordance with the Indenture that such results in the Subsidiary Guarantor immediately following no longer being a Restricted Subsidiary; PROVIDED, HOWEVER, that after giving effect to such sale or disposition ceases to be a sale, such former Subsidiary Guarantor shall have no Guaranties outstanding of any Indebtedness of the Company or any Restricted Subsidiary, or (5) at such time as such Subsidiary Guarantor no longer has any other Indebtedness outstanding; PROVIDED, HOWEVER, that in the case of clauses (1), (2) and (4) above, (i) such sale or other disposition is made to a Person other than the Company or a Subsidiary of the Company, (ii) upon the such sale of all or substantially all of the assets of such Subsidiary in a transaction that complies with disposition is otherwise permitted by this Indenture; Indenture and (iii) if the Company properly designates that Subsidiary Guarantor as provides an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company Officers' Certificate to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that one the Company will comply with its obligations under Section 4.06 with respect to such sale or disposition. At the request of the foregoing requirements has been satisfied and the conditions to the release of a Subsidiary Guarantor under this Section 10.04 have been metCompany, the Trustee shall execute any documents reasonably required in order to evidence the release of and deliver an appropriate instrument evidencing such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteerelease. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any No Subsidiary 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 released and relieved from all of any its obligations under its Subsidiary Guarantee, Guarantee if: (i) upon any sale or other disposition (in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; (ii) upon the sale of has sold all or substantially all of its assets to a third party or an Unrestricted Subsidiary or the assets Company and its Subsidiaries have sold all of such the Capital Stock of the Subsidiary Guarantor owned by them, in each case in a transaction that complies in compliance with this Indenture; or (iiiii) if the Subsidiary Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Company properly designates that or another Subsidiary Guarantor as an Unrestricted Subsidiary under in a transaction in compliance with this Indenture; (iv) if and in each such case, the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company has delivered to the Indenture Trustee of an Officers’ ' Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent herein provided for relating to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a Subsidiary Guarantor under this Section 10.04 such transactions have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) complied with. Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, released from its obligations under its Subsidiary Guarantee shall will remain liable for the full amount of principal of, premium, if any, of 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 Ten12.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article VIII (iother than any obligation that may have arisen under Section 8.07): (a) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Borrower or of such Subsidiary Guarantor) or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; Guarantor, (iib) upon the sale or disposition of all or substantially all of the assets of such Subsidiary in a transaction that complies with this Indenture; Guarantor; (iiic) if upon the Company properly designates that designation of such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this IndentureAgreement, (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) the Borrower complies with its obligations under its Subsidiary Guarantee Section 5.06. At the request of the Borrower, the Administrative Agent shall remain liable for the full amount of principal of, premium, if any, execute 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 Tendeliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. (a) Any The Guaranteeing Subsidiary Guarantor shall be released and relieved of any automatically from its obligations under its Subsidiary Guarantee, this Fourth Supplemental Indenture (iother than any obligation that may have arisen under Section 8) upon: (1) upon any the sale or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by of the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such Guaranteeing Subsidiary, including the sale or disposition ceases to be of Capital Stock of the Guaranteeing Subsidiary, following which the Guaranteeing Subsidiary is no longer a Subsidiary of the Company or any Restricted SubsidiaryBZ Holdings; or (ii2) upon the sale or disposition of all or substantially all of the assets of the Guaranteeing Subsidiary; provided, however, that in the case of clauses (1) and (2) above, (i) such Subsidiary in sale or other disposition is made to a transaction that complies with this Indenture; Person other than BZ Holdings or an Affiliate of BZ Holdings, (ii) such sale or disposition is otherwise permitted by the Indenture and (iii) if the Company properly designates that Subsidiary Guarantor as Issuers provide an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company Officers' Certificate to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that one the Issuers and BZ Holdings shall comply with their obligations under Section 4.06 of the foregoing requirements has been satisfied and Indenture. The Subsidiary Guarantee of the conditions to Guaranteeing Subsidiary also shall be automatically released: (1) upon the designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; (2) upon the release or discharge of a any Guarantee or other Indebtedness that resulted in the creation after the Issue Date of the Guarantee of the Notes by the Guaranteeing Subsidiary Guarantor pursuant to Section 4.11 of the Indenture; or (3) if the Issuers exercise their legal defeasance option or their covenant defeasance option under this Section 10.04 have been met, 8.01 of the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its Indenture or if their obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, the Indenture are discharged in accordance with the terms of this the Indenture. At the request of the Issuers, from its obligations under its Subsidiary Guarantee the Trustee shall remain liable for the full amount of principal of, premium, if any, execute 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 Tendeliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. (a) Any 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 Guarantor shall be 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, deemed automatically and relieved of any unconditionally released from all obligations under its Subsidiary GuaranteeGuaranty without any further action required on the part of the Trustee or any Holder, (i) upon any sale or other disposition (provided that, to the extent the provisions of Section 4.16 remain in a transaction that complies with this Indenture) by force and effect, the Company and its Restricted Subsidiaries provisions of their Capital Stock or other ownership interests Section 4.16 hereof shall apply anew in such Subsidiary Guarantor such the event that such Subsidiary Guarantor immediately following such sale or disposition ceases subsequent to be 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 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 as an Unrestricted Subsidiary under this Indenture; (iv) if in compliance with the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; terms of the Indenture or (vii) upon satisfaction and discharge the sale or other disposition of this Indenture or payment in full all of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Capital Stock of a Subsidiary Guarantor under this Section 10.04 have been metby the Issuer or a Subsidiary of the Issuer to, or upon the Trustee shall execute consolidation or merger of a Subsidiary Guarantor with or into, any documents reasonably required in order to evidence person other than the release Issuer or an Affiliate of the Issuer or any of its Subsidiaries, such Subsidiary Guarantor shall be deemed automatically and unconditionally released from its all obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not releasedGuaranty 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, from its obligations including Sections 4.13 and 5.01 hereof; provided, however, that the foregoing proviso shall not apply to the sale or disposition of a Subsidiary Guarantor or of the Capital Stock thereof in a foreclosure proceeding (whether or not judicial) to the extent that such proviso would be inconsistent with the requirements of the Uniform Commercial Code. Notwithstanding the immediately preceding sentence, upon receipt of a request of the Issuer accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.04, the Trustee shall deliver an appropriate instrument evidencing the release of such Subsidiary Guarantor. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture Guaranty as provided in and subject to this Article TenXI.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article 10 (iother than any obligation that may have arisen under Section 10.07): (1) 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) or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; Guarantor, (ii2) upon the sale or disposition of all or substantially all of the assets of such Subsidiary in a transaction that complies with this Indenture; Guarantor; (iii3) if upon the Company properly designates that designation of such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of 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) the Company complies with its obligations under its Subsidiary Guarantee Section 4.06. At the request of the Company, the Trustee shall remain liable for the full amount of principal of, premium, if any, execute 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 Tendeliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article 10 (iother than any obligation that may have arisen under Section 10.07): (1) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Issuer or of such Subsidiary Guarantor) or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; Guarantor; (ii2) upon the sale or disposition of all or substantially all of the assets of such Subsidiary in a transaction that complies with this Indenture; Guarantor; (iii3) if upon the Company properly designates that designation of such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of 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 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 Article 10; (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 Subsidiary of the Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the Company complies with its obligations under its Subsidiary Guarantee Section 4.06. At the request of the Issuer, the Trustee shall remain liable for execute and deliver an appropriate instrument evidencing such release (it being understood that the full amount of principal of, premium, if any, and interest on the Notes and for the other obligations of failure to obtain any Subsidiary Guarantor under this Indenture as provided in and subject such instrument shall not impair any release pursuant to this Article TenSection 10.06).

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article 10 (iother than any obligation that may have arisen under Section 10.07): (1) 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) or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; Guarantor, (ii2) upon the sale or disposition of all or substantially all of the assets of such Subsidiary in a transaction that complies with this Indenture; Guarantor; (iii3) if upon the Company properly designates that designation of such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of 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) the Company complies with its obligations under its Subsidiary Guarantee Section 4.06. At the request of the Company, the Trustee shall remain liable for the full amount of principal of, premium, if any, execute 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 Tendeliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. a) 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 as of the date hereof, the Borrower has requested that the Administrative Agent release (i) ​ Safety Northeast from its Obligations under the Loan Documents, and (ii) the 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 terminations and releases) and (ii) release 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 Obligations under the Loan Documents, or (ii) any Liens securing the Obligations (other than Liens on the Collateral owned by Safety Northeast). Each of Borrower and each Subsidiary of the Borrower (other than Safety Northeast) acknowledges and agrees that the Credit Agreement and the other 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) Any Subsidiary Guarantor shall be released all releases, terminations and relieved of any obligations under its Subsidiary Guarantee, (i) upon any sale or other disposition (in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary cancellations of the Company or any Restricted Subsidiary; (ii) upon the sale of all or substantially all Liens and security interests of the assets of such Subsidiary in a transaction that complies with this Indenture; (iii) if the Company properly designates that Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest Administrative Agent on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery Collateral owned by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required Safety Northeast in order to evidence the discharge or to effect the cancellation or termination of any filings with respect to any Lien or security interest granted to the Administrative Agent or Lenders and (b) the release of such Subsidiary Guarantor Safety Northeast from the Obligations and its obligations under its Subsidiary Guaranteethe Loan Documents. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any The Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically released and relieved of without any obligations under its Subsidiary Guarantee, action required by the Trustee or Holders: (i) upon any sale or other disposition (in the event the Capital Stock of a transaction that complies with this Indenture) Subsidiary Guarantor is sold by the Company or a Restricted Subsidiary and its Restricted Subsidiaries the sale complies with the provisions set forth in Section 4.10 and if as a result of their Capital Stock or other ownership interests in such sale, such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; ; (ii) upon the sale designation of all or substantially all of the assets of such any Subsidiary Guarantor to be an Unrestricted Subsidiary in a transaction that complies compliance with this Indenture; the definition of “Unrestricted Subsidiary”; (iii) if upon legal defeasance or satisfaction and discharge of the Company properly designates that Subsidiary Guarantor as an Unrestricted Subsidiary Notes in compliance with the provisions of this Indenture described under this IndentureArticle 8 and Article 11, respectively; or (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction Credit Agreement and discharge of this Indenture or payment in full all capital markets debt securities of the principal of, premium, if anyCompany. (b) At the request of the Company, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon upon delivery by the 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 a release of a Subsidiary Guarantor under complies with this Section 10.04 have been metIndenture, the Trustee shall execute any documents reasonably required in order to evidence and deliver an appropriate instrument evidencing the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Guarantee (b) 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, in accordance with the terms of this Indenture, released from its obligations under its Subsidiary Guarantee as provided above or pursuant to Section 9.02 shall remain liable for the full amount of principal of, premiumand interest, 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 Ten10.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall be released and relieved from all of any its obligations under its Subsidiary Guarantee, : (i) upon in connection with any sale or other disposition (in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; (ii) upon the sale of all or substantially all of the assets of such Subsidiary Guarantor if the sale or other disposition is in a transaction that complies compliance with the provisions of this Indenture; Indenture (including pursuant to Section 15.02 and Section 13.06); (ii) in connection with any sale or other disposition of all of the capital stock of such Subsidiary Guarantor if the sale or other disposition is in compliance with the provisions of this Indenture (including pursuant to Section 15.02 and Section 13.06); (iii) if in connection with the Company properly designates that release of such Subsidiary Guarantor as an Unrestricted from all guarantee obligations of such Subsidiary under this IndentureGuarantor with respect to the Senior Notes, the Credit Agreement and any Refinancing Indebtedness; or (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of accordance with Article 3; in each case, upon the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon Company’s delivery by the Company to the Trustee of an Officers’ Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to the effect such release have been complied with and that one of the foregoing requirements has been satisfied such release is authorized and the conditions to the release of a Subsidiary Guarantor permitted under this Section 10.04 have been metIndenture. Upon request, the Trustee shall execute any documents reasonably required in order to evidence an instrument evidencing the release of such Subsidiary Guarantor. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, Guarantee as provided in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee Section 13.04 shall remain liable for the full amount of principal of(including the Fundamental Change Repurchase Price, if applicable) of and interest and premium, if any, and interest 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 and subject to this Article Ten13.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall will be released and relieved of any from its obligations under its Subsidiary Guarantee, this Section 2 (iother than any obligation that may have arisen under Section 2.6) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness by the Company or of such Subsidiary Guarantor) or other disposition (in including by way of consolidation or merger) of a transaction that complies with this Indenture) by Subsidiary Guarantor, including the Company and its Restricted Subsidiaries sale or disposition of their the Capital Stock or other ownership interests in of a Subsidiary Guarantor, following which such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be is no longer a Subsidiary of the Company or any Restricted Subsidiary; (ii) Parent, upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor, in connection with the merger or consolidation of a transaction Subsidiary Guarantor with (a) a Borrower or (b) any other Subsidiary Guarantor (provided that complies with this Indenture; (iii) if the Company surviving entity remains a Subsidiary Guarantor), upon the Parent properly designates that designating such Subsidiary Guarantor as an “Unrestricted Subsidiary Subsidiary” under this the Senior Notes Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 , upon a liquidation or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release 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 its time to 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 under its Subsidiary Guarantee. 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) Any above, (i) such sale or other disposition is made to a Person other than the Parent or a Subsidiary Guarantor not releasedof the Parent and (ii) such sale or disposition is otherwise permitted by the Credit Documents. At the request of the Borrowers, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee Administrative Agent shall remain liable for the full amount of principal of, premium, if any, execute 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 Tendeliver appropriate instruments evidencing such release.

Release of Subsidiary Guarantor. (a) Any The Guaranteeing Subsidiary Guarantor shall be released and relieved of any automatically from its obligations under its Subsidiary Guarantee, this Second Supplemental Indenture (iother than any obligation that may have arisen under Section 8) upon: (1) upon any the sale or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by of the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such Guaranteeing Subsidiary, including the sale or disposition ceases to be of Capital Stock of the Guaranteeing Subsidiary, following which the Guaranteeing Subsidiary is no longer a Subsidiary of the Company or any Restricted SubsidiaryBZ Holdings; or (ii2) upon the sale or disposition of all or substantially all of the assets of the Guaranteeing Subsidiary; provided, however, that in the case of clauses (1) and (2) above, (i) such Subsidiary in sale or other disposition is made to a transaction that complies with this Indenture; Person other than BZ Holdings or an Affiliate of BZ Holdings, (ii) such sale or disposition is otherwise permitted by the Indenture and (iii) if the Company properly designates that Subsidiary Guarantor as Issuers provide an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company Officers' Certificate to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that one the Issuers and BZ Holdings shall comply with their obligations under Section 4.06 of the foregoing requirements has been satisfied and Indenture. The Subsidiary Guarantee of the conditions to Guaranteeing Subsidiary also shall be automatically released: (1) upon the designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; (2) upon the release or discharge of a any Guarantee or other Indebtedness that resulted in the creation after the Issue Date of the Guarantee of the Notes by the Guaranteeing Subsidiary Guarantor pursuant to Section 4.11 of the Indenture; or (3) if the Issuers exercise their legal defeasance option or their covenant defeasance option under this Section 10.04 have been met, 8.01 of the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its Indenture or if their obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, the Indenture are discharged in accordance with the terms of this the Indenture. At the request of the Issuers, from its obligations under its Subsidiary Guarantee the Trustee shall remain liable for the full amount of principal of, premium, if any, execute 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 Tendeliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall will be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article X: (i1) upon any the sale or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by of such Subsidiary Guarantor, including the Company and its Restricted Subsidiaries sale or disposition of their Capital Stock or other ownership interests in of such Subsidiary Guarantor, following which such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be is no longer a Subsidiary of the Company or any Restricted SubsidiaryIssuer; or (ii2) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor; Table of Contents in a transaction 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 complies 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 also shall be released from its obligations under this Indenture; Article X: (iii1) if upon the Company properly designates that designation of such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for ; (2) upon the full amount release or discharge of principal of, premium, if any, and interest on the Notes and for the other obligations of any guarantee by such Subsidiary Guarantor 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 such guarantee; or (3) 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 as 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 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 satisfied. At the request of the Issuer, the Trustee shall execute and subject to this Article Tendeliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall will be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article X: (i1) upon any the sale or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by of such Subsidiary Guarantor, including the Company and its Restricted Subsidiaries sale or disposition of their Capital Stock or other ownership interests in of such Subsidiary Guarantor, following which such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be is no longer a Subsidiary of the Company or any Restricted SubsidiaryIssuer; or (ii2) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor; in a transaction 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 complies 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 also shall be released from its obligations under this Indenture; Article X: (iii1) if upon the Company properly designates that designation of such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its ; (2) at such time as any Guarantee by such Subsidiary Guarantor of the obligations under the Credit Agreement and under all Capital Markets Indebtedness has been released and discharged, except a discharge or release by or as a result of payment under such Guarantee; or (3) if the Issuer exercises its Subsidiary Guarantee shall remain liable for legal defeasance option or its covenant defeasance option as described in Article IX of this Indenture or if the full amount of principal of, premium, if any, and interest on the Notes and for the other Issuer’s obligations of any Subsidiary Guarantor under this Indenture as 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 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 satisfied. At the request of the Issuer, the Trustee shall execute and subject to this Article Tendeliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall will be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article Ten (iother than any obligation that may have arisen under Section 10.07): (1) 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 Guarantor) or other disposition (in including by way of consolidation or merger) of a transaction that complies with this Indenture) by Subsidiary Guarantor, including the Company and its Restricted Subsidiaries sale or disposition of their the Capital Stock or other ownership interests in of a Subsidiary Guarantor, following which such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be is no longer a Subsidiary of the Company or any Restricted Subsidiary; Parent, (ii2) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor, (3) in connection with the merger or consolidation of a transaction Subsidiary Guarantor with (a) an Issuer or (b) any other Guarantor (provided that complies with this Indenture; the surviving entity remains a Guarantor), (iii4) if upon the Company Parent properly designates that designating such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; , (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v5) 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 or as a result of payment under such Guaranty, or (7) upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture Indenture, provided, however, that in the case of clauses (1) and (2) above, (i) such sale or payment in full other disposition is made to a Person other than the Parent or a Subsidiary of the principal ofParent, premium, if any, (ii) such sale or disposition is otherwise permitted by this Indenture and interest on (iii) the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company to the Trustee of Parent provides an Officers’ Certificate and an Opinion of Counsel to the Trustee to the effect that one the Parent will comply with its obligations under Section 4.11. At the request of the foregoing requirements has been satisfied and the conditions to the release of a Subsidiary Guarantor under this Section 10.04 have been metParent, the Trustee shall execute any documents reasonably required in order to evidence the release of and deliver an appropriate instrument evidencing such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteerelease. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any The Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically released and relieved of without any obligations under its Subsidiary Guarantee, action required by the Trustee or Holders: (i) upon any sale or other disposition (in the event the Capital Stock of a transaction that complies with this Indenture) Subsidiary Guarantor is sold by the Company or a Restricted Subsidiary and its Restricted Subsidiaries the sale complies with the provisions set forth in Section 4.10 and if as a result of their Capital Stock or other ownership interests in such sale, such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Restricted Subsidiary (it being understood that only such portion of the Company Net Cash Proceeds as is or any Restricted Subsidiary; 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 sale designation of all or substantially all of the assets of such any Subsidiary Guarantor to be an Unrestricted Subsidiary in a transaction that complies compliance with this Indenture; the definition of “Unrestricted Subsidiary”; (iii) if upon legal defeasance or satisfaction and discharge of the Company properly designates that Subsidiary Guarantor as an Unrestricted Subsidiary Notes in compliance with the provisions of this Indenture described under this IndentureArticle Eight and Article Eleven, respectively; or (iv) if such Subsidiary Guarantor shall have been released from its guarantee of Indebtedness under the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction Credit Agreement and discharge of this Indenture or payment in full all capital markets debt securities of the principal of, premium, if anyCompany. (b) At the request of the Company, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon upon delivery by the 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 a release of a Subsidiary Guarantor under complies with this Section 10.04 have been metIndenture, the Trustee shall execute any documents and deliver an appropriate instrument, prepared by the Company and reasonably required in order acceptable to evidence the Trustee, acknowledging the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Guarantee (b) 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, in accordance with the terms of this Indenture, released from its obligations under its Subsidiary Guarantee as provided above or pursuant to Section 9.02 shall remain liable for the full amount of principal of, premiumand interest, 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) Any Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee, Upon the sale (i) upon including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted SubsidiaryGuarantor; (iib) upon the sale or disposition of all or substantially all of the assets of such a Subsidiary Guarantor; (c) if a Subsidiary Guarantor no longer guarantees or is otherwise obligated under (i) the Credit Agreement, (ii) Indebtedness under Credit Facilities incurred in a transaction that complies with this Indenture; reliance on Section 4.07(b)(1) or (iii) if the Company properly designates that any Material Capital Markets Indebtedness; (d) upon designation of a Subsidiary Guarantor as an Unrestricted Subsidiary under pursuant to the terms of this Indenture; or (ive) if at the Company’s election, during any Suspension Period, such Subsidiary Guarantor shall be deemed released from all obligations under this Article 10 without any further action required on the part of the Trustee or any Holder. If the Company exercises its legal defeasance Legal Defeasance option pursuant to Section 8.02 or its covenant defeasance Covenant Defeasance option pursuant to Section 8.03; in accordance with the provisions of Article 8 hereof or (v) upon satisfaction and discharge of if its obligations under this Indenture or payment are discharged in full accordance with Section 8.06 hereof, each Subsidiary Guarantor shall be released from all obligations under this Article 10 without any further action required on the part of the principal of, premium, if any, and interest on Trustee or any Holder. At the Notes and all other obligations request of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company to Company, the Trustee of shall execute and deliver an Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to appropriate instrument evidencing the release of a Subsidiary Guarantor under pursuant to this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee10.05. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any A Subsidiary Guarantor shall be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article 10 (iother than any obligation that may have arisen under Section 10.07): (1) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Issuer or of such Subsidiary Guarantor) or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; Guarantor; (ii2) upon the sale or disposition of all or substantially all of the assets of such Subsidiary in a transaction that complies with this Indenture; Guarantor; (iii3) if upon the Company properly designates that designation of such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture; (4) unless there is then existing an Event of Default, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest on the Notes at such time and for the other obligations of 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 Indenture pursuant to Section 4.11 and the 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 Article 10; (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 as provided and the Notes are discharged pursuant to Article 8; provided, however, that in the case of clauses (1) and subject (2) above, (i) such sale or other disposition is made to this Article Ten.a Person other than the Company or a Subsidiary of the Company,

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall will be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article Eleven (iother than any obligation that may have arisen under Section 11.07) (1) upon any the sale or other disposition (in including by way of consolidation or merger) of a transaction that complies with this Indenture) by Subsidiary Guarantor, including the Company and its Restricted Subsidiaries sale or disposition of their the Capital Stock or other ownership interests in of a Subsidiary Guarantor, following which such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be is no longer a Subsidiary of the Company or any Restricted Subsidiary; Parent, (ii2) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor, (3) in connection with the merger or consolidation of a transaction Subsidiary Guarantor with (a) an Issuer or (b) any other Guarantor (provided that complies with this Indenture; the surviving entity remains a Guarantor), (iii4) if the Company upon Parent properly designates that designating such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; , (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v5) 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 or as a result of payment under such Guaranty, or (7) upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture Indenture, provided, however, that in the case of clauses (1) and (2) above, (i) such sale or payment in full other disposition is made to a Person other than the Parent or a Subsidiary of the principal ofParent, premium, if any, (ii) such sale or disposition is otherwise permitted by this Indenture and interest on (iii) the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company to the Trustee of Parent provides an Officers’ Certificate and an Opinion of Counsel to the Trustee to the effect that one the Parent will comply with its obligations under Section 4.06. At the request of the foregoing requirements has been satisfied and the conditions to the release of a Subsidiary Guarantor under this Section 10.04 have been metParent, the Trustee shall execute any documents reasonably required in order to evidence the release of and deliver an appropriate instrument evidencing such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteerelease. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any The Note Guarantee of a Subsidiary Guarantor shall will be automatically released and relieved 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 obligations under its other Indebtedness that required such Subsidiary GuaranteeGuarantor 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 merger, amalgamation, consolidation or otherwise) of: (i) upon any sale or other disposition (in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries Equity Interests of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that or any holder of Equity Interests of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor immediately following such sale or disposition ceases to be is no longer a Subsidiary subsidiary of the Company or any Restricted Subsidiary; Issuer, or (ii) upon the sale of all or substantially all of the assets of such Subsidiary in a transaction that complies with this Indenture; Guarantor; (iii4) if upon the Company properly designates that designation of such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenturein compliance with Section 4.8; (5) immediately prior to or following the dissolution of such Subsidiary Guarantor; or (iv6) if upon the Company exercises Issuer’s exercise of its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; under Article 8 or (v) upon satisfaction and discharge of if the Issuer’s obligations under this Indenture or payment are discharged in full of accordance with the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteeterms hereof. (b) Any A Subsidiary Guarantor not releasedmay 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 accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, premium, if anyArticle 5, and interest on upon completion of such a transaction in compliance with such Article 5, the Notes and for the other obligations Note Guarantee of any such Subsidiary Guarantor under this Indenture as provided in will be automatically released and subject to this Article Tendischarged.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall will be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article 10 (iother than any obligation that may have arisen under Section 10.08) (1) upon any sale consolidation with or other disposition (in a transaction that complies merger with this Indenture) or into, any Person by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor pursuant to Section 5.01(b); (2) upon the disposition of all or a portion of the Equity Interests of such Subsidiary Guarantor by way of merger, consolidation or otherwise such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of Subsidiary, if the Company sale or any Restricted Subsidiary; other disposition does not violate Section 4.06; (ii3) upon the sale of all or substantially all of the assets designation of such Subsidiary in a transaction that complies with this Indenture; (iii) if the Company properly designates that Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for ; (4) in connection with the full amount dissolution of principal of, premium, if any, and interest on the Notes and for the other obligations of any such Subsidiary Guarantor under applicable law in accordance with this Indenture Indenture; (5) if the Issuer designates such Subsidiary Guarantor to be a Mortgage Subsidiary in accordance with the applicable provisions of this Indenture; (6) upon request of the Issuer and certification that the applicable Subsidiary Guarantor is an Immaterial Subsidiary, so long as provided in and subject 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 discharge of the guarantee which resulted in the creation of such 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); (8) upon defeasance of the Securities pursuant to Article Ten8; or (9) 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 of the Issuer then such merger or consolidation must otherwise be permitted by this Indenture. At the request of the Issuer, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall will be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article Eleven (iother than any obligation that may have arisen under Section 11.07): (1) 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) or other disposition (in including by way of consolidation or merger) of a transaction that complies with this Indenture) by Subsidiary Guarantor, including the Company and its Restricted Subsidiaries sale or disposition of their the Capital Stock or other ownership interests in of a Subsidiary Guarantor following which such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be is no longer a Subsidiary of the Company or any Restricted Subsidiary; , (ii2) upon the sale or disposition of all or substantially all of the assets of such Subsidiary in a transaction that complies with this Indenture; Guarantor, (iii3) if upon the Company properly designates that designation of such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of 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, from 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) the Company provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under its Subsidiary Guarantee Section 4.06. At the request of the Company, the Trustee shall remain liable for the full amount of principal of, premium, if any, execute 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 Tendeliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. (a) Any Subsidiary Guarantor shall be automatically released and relieved of any obligations under its Subsidiary Note Guarantee, : (i) upon in connection with any sale or other disposition (in a transaction that complies with this Indenture) by of all of the Company and its Restricted Subsidiaries of their Capital Stock (or other ownership interests in the Capital Stock of any holding company of) such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or any Subsidiary of the Company; provided, that after giving effect to such transaction, such Subsidiary Guarantor immediately following such sale or disposition ceases to be is released from any liability relating to, and is no longer a Subsidiary guarantor of, any other indebtedness of the Company or any Restricted Subsidiary; of its Subsidiaries; (ii) solely in the case of a Note Guarantee created pursuant to the Section 11.01(e), upon the sale of all release or substantially all discharge of the assets 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 a transaction that complies with this Indenture; an obligation to guarantee the Notes and such other guarantee has not also been unconditionally released and discharged; (iii) if the Company properly designates that at such time when such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; is not a guarantor of any other indebtedness of the Company; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or the Notes as provided in Section 8.01; or (v) upon the full and final payment in full and performance of all of the principal of, premium, if any, Company’s obligations under the Indenture and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payableNotes. Upon delivery by the 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 the Subsidiary Guarantor under this Section 10.04 11.03 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Note Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, released from its obligations under its Subsidiary Note Guarantee shall remain liable for the full amount of principal of, premiumof and interest and Additional Interest, 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 Ten11.

Release of Subsidiary Guarantor. (a) Any Subsidiary Guarantor shall will be released and relieved of any obligations under its Subsidiary Note Guarantee, (i) upon in connection with any sale or other disposition (in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; (ii) upon the sale of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary in a transaction of the Issuer, if the sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor complies with this IndentureSection 4.10 hereof; (ii) in connection with any sale of all of the Capital Stock of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Issuer, if the sale of all such Capital Stock of that Subsidiary Guarantor complies with Section 4.10; or (iii) if the Company properly Issuer designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary under in accordance with the applicable provisions of this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company 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 Subsidiary Guarantor under this Section 10.04 10.05 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Note Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, released from its obligations under its Subsidiary Note Guarantee shall remain liable for the full amount of principal of, premiumof and interest and Liquidated Damages, 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) Any 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 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, deemed automatically and relieved of any unconditionally released from all obligations under its Subsidiary GuaranteeGuaranty without any further action required on the part of the Trustee or any Holder, (i) upon any sale or other disposition (PROVIDED that, to the extent the provisions of Section 4.14 remain in a transaction that complies with this Indenture) by force and effect, the Company and its Restricted Subsidiaries provisions of their Capital Stock or other ownership interests Section 4.14 hereof shall apply anew in such Subsidiary Guarantor such the event that such Subsidiary Guarantor immediately following such sale or disposition ceases subsequent to be 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 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 as an Unrestricted Subsidiary under this Indenture; (iv) if in compliance with the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; terms of the Indenture or (vii) upon satisfaction and discharge the sale or other disposition of this Indenture or payment in full all of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Capital Stock of a Subsidiary Guarantor under this Section 10.04 have been metby the Company or a Subsidiary of the Company to, or upon the Trustee shall execute consolidation or merger of a Subsidiary Guarantor with or into, any documents reasonably required in order to evidence person other than the release Company or an Affiliate of the Company or any of its Subsidiaries, such Subsidiary Guarantor shall be deemed automatically and unconditionally released from its all obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not releasedGuaranty 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, from its obligations including 103 Sections 4.12 and 5.01 hereof; PROVIDED, HOWEVER, that the foregoing proviso shall not apply to the sale or disposition of a subsidiary Guarantor or of the Capital Stock thereof in a foreclosure proceeding (whether or not judicial) to the extent that such proviso would be inconsistent with the requirements of the Uniform Commercial Code. Notwithstanding the immediately preceding sentence, upon receipt of a request of the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.04, the Trustee shall deliver an appropriate instrument evidencing the release of such Subsidiary Guarantor. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture Guaranty as provided in and subject to this Article Ten.11. 104 EXHIBIT F SENIOR GUARANTY ---------------

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall will be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article Ten (iother than any obligation that may have arisen under Section 10.07): (1) 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 Guarantor) or other disposition (in including by way of consolidation or merger) of a transaction that complies with this Indenture) by Subsidiary Guarantor, including the Company and its Restricted Subsidiaries sale or disposition of their the Capital Stock or other ownership interests in of a Subsidiary Guarantor, following which such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be is no longer a Subsidiary of the Company or any Restricted Subsidiary; Parent, (ii2) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor, (3) in connection with the merger or consolidation of a transaction Subsidiary Guarantor with (a) an Issuer or (b) any other Guarantor (provided that complies with this Indenture; the surviving entity remains a Guarantor), (iii4) if upon the Company Parent properly designates that designating such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; , (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v5) 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 or as a result of payment under such Guaranty, or (7) upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of this Indenture Indenture, provided, however, that in the case of clauses (1) and (2) above, (i) such sale or payment in full other disposition is made to a Person other than the Parent or a Subsidiary of the principal ofParent, premium, if any, (ii) such sale or disposition is otherwise permitted by this Indenture and interest on (iii) the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company to the Trustee of Parent provides an Officers’ Certificate and an Opinion of Counsel to the Trustee to the effect that one the Parent will comply with its obligations under Section 4.11. At the request of the foregoing requirements has been satisfied and the conditions to the release of a Subsidiary Guarantor under this Section 10.04 have been metParent, the Trustee shall execute any documents reasonably required in order to evidence the release of and deliver an appropriate instrument evidencing such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteerelease. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any A Subsidiary Guarantor shall will be automatically released and relieved of any from its obligations under its this Article 11 (other than any obligation that may have arisen under Section 11.07), and will immediately cease to be a Subsidiary GuaranteeGuarantor hereunder (including, for the avoidance of doubt, for the purposes of Section 4.06), in each case, with respect to a Series of Securities: (i1) upon any the sale or other disposition (in including by way of consolidation, merger or scheme or arrangement qualifying as an amalgamation) of a transaction that complies with this Indenture) by Subsidiary Guarantor, including the Company and its Restricted Subsidiaries sale or disposition of their Capital Stock or other ownership interests in of a Subsidiary Guarantor, following which such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be is no longer a Subsidiary of the Company or any Restricted Subsidiary; Company; (ii2) upon the sale or disposition of all or substantially all of the assets (including by way of consolidation, merger or scheme or arrangement qualifying as an amalgamation) of such Subsidiary in a transaction that complies with Guarantor; (3) upon defeasance or covenant defeasance of the Securities of such Series pursuant to Article 8 or if the Company’s obligations under this IndentureIndenture are satisfied and discharged pursuant to Article 9; or (iii4) if the Company properly designates that Subsidiary Guarantor as an Unrestricted Subsidiary Securities of such Series are rated Investment Grade by at least two of three of ▇▇▇▇▇’▇, S&P or Fitch and no Default or Event of Default has occurred and is continuing under this IndentureIndenture with respect to such Series at the time such Securities become rated Investment Grade by at least two of three of ▇▇▇▇▇’▇, S&P or Fitch; provided, however, that in the case of clauses (iv1) if and (2) above, such sale or other disposition is made to a Person other than the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations an Affiliate of the Company and any Subsidiary Guarantor that are then due and payablesuch sale or disposition is not otherwise prohibited by this Indenture. Upon delivery by Such release shall be effective regardless of whether the Securities of such Series maintain an Investment Grade. (b) At the request of the Company to and upon delivery of an Officer’s Certificate and Opinion of Counsel, if required, the Trustee of shall execute and deliver an Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to appropriate instrument evidencing the release of a Subsidiary Guarantor under pursuant to this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee11.06. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any 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 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 (if it was not already a Subsidiary Guarantor) such Subsidiary Guarantor shall be, automatically and relieved of any unconditionally released from all obligations under its Subsidiary GuaranteeGuaranty without any further action required on the part of the Trustee or any Holder, (i) upon any sale or other disposition (PROVIDED that, to the extent the provisions of Section 4.14 remain in a transaction that complies with this Indenture) by force and effect, the Company and its Restricted Subsidiaries provisions of their Capital Stock or other ownership interests Section 4.14 hereof shall apply anew in such Subsidiary Guarantor such the event that such Subsidiary Guarantor immediately following such sale or disposition ceases subsequent to be 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 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 as an Unrestricted Subsidiary under this Indenture; (iv) if in compliance with the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge terms of this Indenture or payment in full of (ii) the principal of, premium, if any, and interest on the Notes and all sale or other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery disposition (by the 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 merger or otherwise) of a Subsidiary Guarantor under this Section 10.04 have been met, by the Trustee shall execute Company or a Restricted Subsidiary of the Company to any documents reasonably required Person that is not an Affiliate of the Company or any of its Restricted Subsidiaries which is otherwise in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance compliance with the terms of this Indenture, such Subsidiary Guarantor shall be automatically and unconditionally released from its all obligations under its Subsidiary Guarantee 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 the sale or disposition of a Subsidiary Guarantor or of the Capital Stock thereof in a foreclosure proceeding (whether or not judicial) to the extent that such proviso would be inconsistent with the requirements of the Uniform Commercial Code. Notwithstanding the immediately preceding sentence, upon receipt of a request of the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.04, the Trustee shall deliver an appropriate instrument evidencing the release of such Subsidiary Guarantor. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable for the full amount of principal of, premium, if any, and interest on the Notes and for the other obligations of any under its Subsidiary Guarantor under this Indenture Guaranty as provided in and subject to this Article Ten.11. 106 EXHIBIT F SENIOR GUARANTY

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall will be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article 10 (iother than any obligation that may have arisen under Section 10.07): (1) 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) or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; Guarantor; (ii2) upon the sale or disposition of all or substantially all of the assets of such Subsidiary in a transaction that complies with this Indenture; Guarantor; (iii3) if upon the Company properly designates that designation of such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this IndentureIndenture unless any of the Collateral is then owned by such Subsidiary Guarantor; (4) at such time as such Subsidiary Guarantor does not have any Obligations outstanding that required such Subsidiary Guarantor to enter into a Guarantee Agreement pursuant to clause (ii) of Section 4.13, from 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 (5) 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 its Subsidiary Guarantee Section 4.06. At the request of the Company, the Trustee shall remain liable for the full amount of principal of, premium, if any, execute 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 Tendeliver an appropriate instrument evidencing such release.

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) Any Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee, upon the sale (i) upon including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; Guarantor; (iib) upon the sale or disposition of all or substantially all of the assets of such Subsidiary in Guarantor; (c) upon such Subsidiary Guarantor’s being released as a transaction 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 complies with this Indenture; (iii) if 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 properly designates provides an Officers’ Certificate to the Trustee certifying that no such Guarantee is outstanding and the Company elects to have such Subsidiary Guarantor as an Unrestricted Subsidiary under released from this IndentureArticle 10; or (ive) if upon the exercise by the Company exercises of its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of if the principal of, premium, if any, and interest on the Notes and all other obligations Obligations of the Company under the Indenture and any Subsidiary Guarantor the Securities are discharged pursuant to Article 8; provided, however, that are then due in the case of clauses (a) and payable. Upon delivery by (b) above, (i) such sale or other disposition is made to a Person other than the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that one or a Subsidiary of the foregoing requirements has been satisfied Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the conditions to Company complies with its obligations under Section 5.01. At the release request of a Subsidiary Guarantor under this Section 10.04 have been metthe Company, the Trustee shall execute any documents reasonably required in order to evidence the release of and deliver an appropriate instrument evidencing such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteerelease. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any A Subsidiary Guarantor shall will be automatically released and relieved of any from its obligations under its Subsidiary Guarantee, this Article 11 (iother than any obligation that may have arisen under Section 11.07): (1) upon any the sale or other disposition (in including by way of consolidation, merger or scheme or arrangement qualifying as an amalgamation) of a transaction that complies with this Indenture) by Subsidiary Guarantor, including the Company and its Restricted Subsidiaries sale or disposition of their Capital Stock or other ownership interests in of a Subsidiary Guarantor, following which such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be is no longer a Subsidiary of the Company or any Restricted Subsidiary; Company; (ii2) upon the sale or disposition of all or substantially all of the assets (including by way of consolidation, merger or scheme or arrangement qualifying as an amalgamation) of such Subsidiary in a transaction that complies with Guarantor; (3) upon defeasance or covenant defeasance of the Securities pursuant to Article 8 or if the Company’s obligations under this IndentureIndenture are satisfied and discharged pursuant to Article 9; or Table of ContentsTable of Contents (iii4) if the Company properly designates that Subsidiary Guarantor as an Unrestricted Subsidiary Securities are rated Investment Grade by at least two of three of ▇▇▇▇▇’▇, 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 (iv1) if and (2) above, such sale or other disposition is made to a Person other than the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations an Affiliate of the Company and any Subsidiary Guarantor that are then due and payablesuch sale or disposition is otherwise permitted by this Indenture. Upon delivery by Such release shall be effective regardless of whether the Securities maintain an Investment Grade. (b) At the request of the Company to and upon delivery of an Officer’s Certificate and Opinion of Counsel, if required, the Trustee of shall execute and deliver an Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to appropriate instrument evidencing the release of a Subsidiary Guarantor under pursuant to this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee11.06. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any The Note Guarantee of a Subsidiary Guarantor shall will be automatically released and relieved 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 obligations under its other Indebtedness that required such Subsidiary GuaranteeGuarantor 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 merger, amalgamation, consolidation or otherwise) of: (i) upon any sale or other disposition (in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries Equity Interests of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that or any holder of Equity Interests of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor immediately following such sale or disposition ceases to be is no longer a Subsidiary subsidiary of the Company or any Restricted Subsidiary; Issuer, or (ii) upon the sale of all or substantially all of the assets of such Subsidiary in a transaction that complies with this Indenture; Guarantor; (iii4) if upon the Company properly designates that designation of such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenturein compliance with Section 4.8; (5) immediately prior to or following the dissolution of such Subsidiary Guarantor; or (iv6) if upon the Company exercises Issuer’s exercise of its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; under Article 8 or (v) upon satisfaction and discharge of if the Issuer’s obligations under this Indenture or payment are discharged in full of accordance with the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteeterms hereof. (b) Any A Subsidiary Guarantor not releasedmay 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 accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, premium, if anyArticle 5, and interest on upon completion of such a transaction in compliance with such Article 5, the Notes and for the other obligations Note Guarantee of any such Subsidiary Guarantor under this Indenture as provided in will be automatically released and subject to this Article Tendischarged.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article 10 (iother than any obligation that may have arisen under this Section 10.08): (a) 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) or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; Guarantor; (iib) upon the sale or disposition of all or substantially all of the assets of such Subsidiary in Guarantor; (c) upon such Subsidiary Guarantor’s being released as a transaction 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 complies with this Indenture; (iii) if 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 properly designates provides an Officers’ Certificate to the Trustee certifying that no such Guarantee is outstanding and the Company elects to have such Subsidiary Guarantor as an Unrestricted Subsidiary under released from this IndentureArticle 10; or (ive) if upon the exercise by the Company exercises of its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of if the principal of, premium, if any, and interest on the Notes and all other obligations Obligations of the Company under the Indenture and any Subsidiary Guarantor the Securities are discharged pursuant to Article 8. provided, however, that are then due in the case of clauses (a) and payable. Upon delivery by (b) above, (i) such sale or other disposition is made to a Person other than the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that one or a Subsidiary of the foregoing requirements has been satisfied Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the conditions to Company complies with its obligations under Section 5.01. At the release request of a Subsidiary Guarantor under this Section 10.04 have been metthe Company, the Trustee shall execute any documents reasonably required in order to evidence the release of and deliver an appropriate instrument evidencing such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteerelease. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any A Subsidiary Guarantor shall will be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article 10 (iother than any obligation that may have arisen under Section 10.07): (1) 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 Guarantor) or other disposition (in including by way of consolidation or merger) of a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such (other than a sale or disposition ceases involving Woodcraft Industries, Inc. and other than a sale or disposition to be a Subsidiary of the Company or any Restricted Subsidiary; an Affiliate of the Company); (ii2) upon the sale or disposition of all or substantially all of the assets of such Subsidiary in Guarantor (other than a transaction that complies with this Indenture; (iii) if sale or disposition involving Woodcraft Industries, Inc. and other than a sale or disposition to the Company properly designates that or an Affiliate of the Company); (3) upon the designation of such Subsidiary Guarantor (other than Woodcraft Industries, Inc.) as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture; (4) at such time as such Subsidiary Guarantor (other than Woodcraft Industries, from Inc.) does not have any Indebtedness outstanding 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 (5) 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 its Subsidiary Guarantee Section 4.06. At the request of the Company, the Trustee shall remain liable for the full amount of principal of, premium, if any, execute 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 Tendeliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. (a) Any The Note Guarantee of a Subsidiary Guarantor shall will be automatically released and relieved discharged: (1) upon such Subsidiary Guarantor becoming an Excluded Subsidiary to the extent not prohibited by this Indenture; (2) upon the release or discharge of such Subsidiary Guarantor as borrower or guarantor (as applicable) of, and of all Liens, if any, granted by such subsidiary in connection with the Amended Revolving Credit Agreement and any obligations under its other Indebtedness that required such Subsidiary GuaranteeGuarantor 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; (i3) upon any sale sale, exchange, disposition, issuance or other disposition transfer (in a transaction that complies with this Indentureincluding by merger, amalgamation, consolidation or otherwise) by of: (A) the Company and its Restricted Subsidiaries Equity Interests of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that or any holder of Equity Interests of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor immediately following such sale or disposition ceases to be is no longer a Subsidiary subsidiary of the Company or any Restricted Subsidiary; Company, or (iiB) upon the sale of all or substantially all of the assets of such Subsidiary in a transaction that complies with this Indenture; Guarantor; (iii4) if upon the Company properly designates that designation of such Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenturein compliance with Section 4.7; (5) immediately prior to or following the dissolution of such Subsidiary Guarantor; or (iv6) if upon the Company exercises Issuer’s exercise of its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; under Article 8 or (v) upon satisfaction and discharge of if the Issuer’s obligations under this Indenture or payment are discharged in full of accordance with the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteeterms hereof. (b) Any A Subsidiary Guarantor not releasedmay 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 accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, premium, if anyArticle 5, and interest on upon completion of such a transaction in compliance with such Article 5, the Notes and for the other obligations Note Guarantee of any such Subsidiary Guarantor under this Indenture as provided in will be automatically released and subject to this Article Tendischarged.

Release of Subsidiary Guarantor. (a) Any The Guaranteeing Subsidiary Guarantor shall be released and relieved of any automatically from its obligations under its Subsidiary Guarantee, this Supplemental Indenture (iother than any obligation that may have arisen under Section 8) upon: (1) upon any the sale or other disposition (in a transaction that complies with this Indentureincluding by way of consolidation or merger) by of the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such Guaranteeing Subsidiary, including the sale or disposition ceases to be of Capital Stock of the Guaranteeing Subsidiary, following which the Guaranteeing Subsidiary is no longer a Subsidiary of the Company or any Restricted SubsidiaryBZ Holdings; or (ii2) upon the sale or disposition of all or substantially all of the assets of the Guaranteeing Subsidiary; provided, however, that in the case of clauses (1) and (2) above, (i) such Subsidiary in sale or other disposition is made to a transaction that complies with this Indenture; Person other than BZ Holdings or an Affiliate of BZ Holdings, (ii) such sale or disposition is otherwise permitted by the Indenture and (iii) if the Company properly designates that Subsidiary Guarantor as Issuers provide an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company Officers' Certificate to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that one the Issuers and BZ Holdings shall comply with their obligations under Section 4.06 of the foregoing requirements has been satisfied and Indenture. The Subsidiary Guarantee of the conditions to Guaranteeing Subsidiary also shall be automatically released: (1) upon the designation of the Guaranteeing Subsidiary as an Unrestricted Subsidiary; (2) upon the release or discharge of a any Guarantee or other Indebtedness that resulted in the creation after the Issue Date of the Guarantee of the Notes by the Guaranteeing Subsidiary Guarantor pursuant to Section 4.11 of the Indenture; or (3) if the Issuers exercise their legal defeasance option or their covenant defeasance option under this Section 10.04 have been met, 8.01 of the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its Indenture or if their obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, the Indenture are discharged in accordance with the terms of this the Indenture. At the request of the Issuers, from its obligations under its Subsidiary Guarantee the Trustee shall remain liable for the full amount of principal of, premium, if any, execute 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 Tendeliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. (a) Any Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee, (i) upon any Upon the sale or other disposition (of all of the capital stock of and other equity interests in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale to a Person or disposition ceases to be Persons other than the Borrower or a Subsidiary of the Company Borrower, which sale or any Restricted Subsidiary; (ii) upon other disposition is in compliance with the sale of all or substantially all of Loan Documents, the assets of Administrative Agent will, at such Subsidiary in a transaction that complies with this Indenture; (iii) if the Company properly designates that Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal ofGuarantor's expense, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. this Agreement; provided, however, that (a) at the time of such request and such release no Event of Default or Potential Default shall have occurred and be continuing, (b) Any such Subsidiary Guarantor shall have delivered to the Administrative Agent, at least five Business Days prior to the date of 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, (c) 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 releasedbeen 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 2.07 of the Credit Agreement, or any successor provision of similar import, shall be paid to, or in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal instructions of, premium, if any, and interest on the Notes and for Administrative Agent in accordance with the other Credit Agreement. The obligations of any the Subsidiary Guarantor under Sections 2.11 and 5.04 of this Indenture as provided in and subject to this Article TenAgreement shall survive any termination or release hereof.

Release of Subsidiary Guarantor. (a) Any A Subsidiary Guarantor shall will be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article 10 (iother than any obligation that may have arisen under Section 10.07). (1) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of an Issuer or of such Subsidiary Guarantor) or other disposition (in including by way of consolidation or merger) of a transaction that complies with this IndentureSubsidiary Guarantor (including the sale or disposition of Equity Interests of a Subsidiary Guarantor) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in following which such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be is no longer a Subsidiary of the Company or any Restricted Subsidiary; Company; (ii2) upon the sale or disposition of all or substantially all of the assets of a Subsidiary Guarantor; (3) upon the designation of such Subsidiary in a transaction that complies with this Indenture; (iii) if the Company properly designates that 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 enter into a Guarantee Agreement pursuant to Section 4.13 and the Issuers provides an Officers’ Certificate to the Trustee certifying that no such Indebtedness is outstanding and that the Issuers elect to have such Subsidiary Guarantor released from this Article 10; (5) upon defeasance of the Securities pursuant to Article 8; or (6) upon the full satisfaction of the Issuers’ obligations under this Indenture; provided, however, that in the case of clauses (iv1) if the Company exercises its legal defeasance option pursuant and (2) above, (i) such sale or other disposition is made to Section 8.02 a Person other than an Issuer or its covenant defeasance option pursuant to Section 8.03; an Affiliate of either Issuer, (ii) such sale or (v) upon satisfaction and discharge of disposition is otherwise permitted by this Indenture or payment in full of and (iii) the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company to the Trustee of Issuers provides an Officers’ Certificate and an Opinion of Counsel to the Trustee to the effect that one the Issuers will comply with their obligations under Section 4.06. At the request of the foregoing requirements has been satisfied and the conditions to the release of a Subsidiary Guarantor under this Section 10.04 have been metIssuers, the Trustee shall execute any documents reasonably required in order to evidence the release of and deliver an appropriate instrument evidencing such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteerelease. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any A Subsidiary Guarantor shall be automatically released and relieved of any from its obligations under its Subsidiary Guarantee, this Article 10 (other than any obligation that may have arisen under Section 10.7) upon: (i) upon any sale 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 sale, issuance or other disposition (in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in of such Subsidiary Guarantor (including by way of merger or consolidation) such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company Company, or any Restricted Subsidiary; (ii) upon the sale of all or substantially all of the assets of such Subsidiary in Guarantor to a transaction Person that complies with this Indenture; is not (either before or after giving effect to such transaction) the Company or a Subsidiary, so long as the sale, issuance or other disposition does not violate Section 5.1; (iii) if immediately prior to or following the Company properly designates that dissolution of such Subsidiary Guarantor as an Unrestricted Subsidiary under this IndentureGuarantor; and (iv) if the Company exercises exercising its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; Article 8 or (v) upon satisfaction and discharge if the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Indenture; (b) such Subsidiary Guarantor that are then due and payable. Upon delivery by the Company delivering to the Trustee of 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; and (c) at the effect that one request of the foregoing requirements has been satisfied and the conditions to the release of a Subsidiary Guarantor under this Section 10.04 have been metCompany, the Trustee shall execute any documents reasonably required and deliver an appropriate instrument evidencing such release (in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteeform provided by the Company). (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any A Subsidiary Guarantor shall be released and relieved of any from its obligations under its Subsidiary Guarantee, this Article 10 (other than any obligation that may have arisen under Section 10.7) upon: (a) (i) upon any sale the 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 sale, issuance or other disposition (in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in of such Subsidiary Guarantor (including by way of merger or consolidation) such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company Company, or any Restricted Subsidiary; (ii) upon the sale of all or substantially all of the assets of such Subsidiary in Guarantor to a transaction Person that complies with this Indenture; is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, so long as the sale, issuance or other disposition does not violate Section 5.1; (iii) if immediately prior to or following the Company properly designates that dissolution of such Subsidiary Guarantor as an Unrestricted Subsidiary under this IndentureGuarantor; or (iv) if the Company exercises exercising its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge if the Company’s obligations under this Indenture are discharged in accordance with the terms of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Indenture; and (b) such Subsidiary Guarantor that are then due and payable. Upon delivery by the Company delivering to the Trustee of an Officers’ Certificate and an Opinion of Counsel Counsel, each stating that all conditions provided for in this Indenture relating to such release have been complied with. (c) At the effect that one request of the foregoing requirements has been satisfied and the conditions to the release of a Subsidiary Guarantor under this Section 10.04 have been metCompany, the Trustee shall execute any documents reasonably required and deliver an appropriate instrument evidencing such release (in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteeform provided by the Company). (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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) Any The Note Guarantee of a Subsidiary Guarantor shall will be automatically and unconditionally released and relieved of any obligations under its Subsidiary Guaranteedischarged upon: (1) a sale, (i) upon any sale exchange, transfer or other disposition (in a transaction that complies with this Indentureincluding by way of merger, amalgamation, consolidation, dividend distribution or otherwise) by of the Company and its Restricted Subsidiaries Equity Interests of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or the sale, exchange, transfer or other disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; (ii) upon the sale of all or substantially all of the assets of the Subsidiary Guarantor to a Person other than to the Issuer, a Subsidiary Guarantor or a Restricted Subsidiary if such Subsidiary sale, exchange, transfer or other disposition is not prohibited by this Indenture; (2) the Designation in a transaction that complies accordance with this Indenture; (iii) if Indenture of the Company properly designates that Subsidiary Guarantor as an Unrestricted Subsidiary or the occurrence of any event not prohibited by this Indenture after which the Subsidiary Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes pursuant to Article Nine; (4) such Subsidiary Guarantor being (or being substantially concurrently) released or discharged from all of its guarantees of payment (i) by the Issuer of any Indebtedness of the Issuer under this Indenture; the Credit Agreement and (ivii) if its guarantee of all other Indebtedness of the Company exercises its legal defeasance option Issuer or a Subsidiary Guarantor guaranteed pursuant to Section 8.02 4.10 (including any release or its covenant defeasance option pursuant to Section 8.03; discharge that would be conditioned only on the release or discharge of the Note Guarantee or of the guarantee of other Indebtedness) except in the case of clause (i) or (vii) above, a release as a result of payment under such guarantee; (5) upon satisfaction the merger, amalgamation or consolidation of any Subsidiary Guarantor with and discharge into the Issuer or another Subsidiary Guarantor or upon the liquidation of such Subsidiary Guarantor, in each case, in compliance with the applicable provisions of this Indenture Indenture; (6) as described under Article Eight; (7) to the extent that such Subsidiary Guarantor has become an Excluded Subsidiary as a result of a transaction or designation in compliance with the applicable provisions of this Indenture; (8) upon payment in full of the principal ofamount of Notes outstanding at such time, premiumplus accrued and unpaid interest, if any, and interest all other Obligations under this Indenture, the Note Guarantees and the Notes Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, is paid, whether by redemption or otherwise in accordance with this Indenture; and (9) to the extent that such Subsidiary Guarantor has provided a Note Guarantee in the Issuer’s discretion on the Notes and all other obligations of date hereof or in accordance with Section 4.10 upon the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company Issuer’s delivering written notice to the Trustee of an Officers’ Certificate and an Opinion its election to release such Subsidiary Guarantor from its Note Guarantee, so long as any Indebtedness of Counsel to such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or (y) at the effect that one time of the foregoing requirements has been satisfied release of such Note Guarantee) and such Subsidiary is not otherwise required to be a Subsidiary Guarantor at the time of such release in accordance with the provisions of this Indenture. The Issuer shall provide the Trustee and the conditions to the Notes Collateral Agent with written notice of any such release of a Subsidiary Guarantor under this Section 10.04 have been met, the Guarantor; provided that failure to deliver such notice shall not affect such release. The Trustee shall execute any documents reasonably required requested by the Issuer or a Subsidiary Guarantor in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Note Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest endorsed 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) Any Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary GuaranteeGuarantee and the 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 Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary 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 as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the 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 Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. (b) Any Subsidiary Guarantor not released, in accordance with the terms of this Indenture, from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of, 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.