Common use of Release of a Guarantor Clause in Contracts

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Eleven.

Release of a Guarantor. If Upon the Securities are defeased sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Guarantor (or all or substantially all its assets) to a Person which is not a Restricted Subsidiary and which sale or disposition is otherwise in compliance with the terms of this Indenture, or, unless the Company elects otherwise, if any Guarantor is designated as an Unrestricted Subsidiary in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests Capital Stock of such GuarantorGuarantor or a designation as an Unrestricted Subsidiary) or the corporation Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged from all obligations under this Article Eleven Nine without any further action required on the part of the Trustee or any Holder. An Unrestricted Subsidiary that is a Guarantor shall be deemed automatically and unconditionally released and discharged from all obligations under this Article Nine upon notice from the Company to the Trustee to such effect, without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, shall deliver an appropriate instrument evidencing any such release upon receipt of a request by the Company accompanied by an Officers' Certificate and Opinion of Counsel certifying as to the compliance with this Section 11.039.03. Any Guarantor not so released in accordance with this Section 9.03 remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article ElevenNine.

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this IndentureSection 9.01(c), or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets Capital Stock of any Guarantor or all of the Equity Interests of any Guarantor are is sold (including by issuance or otherwise) by the Company or any of its Subsidiaries in a transaction constituting an Asset Sale and Disposition (or which, but for the provisions of clause (c) of the definition of such term, would constitute an Asset Disposition), and, if required by this Indenture, (x) the Net Cash Available Proceeds from such Asset Sale Disposition are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect covenanting that the Net Cash Available Proceeds from such Asset Sale shall Disposition will be used in accordance with Section 4.05 and within the time limits specified by such Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on upon such use in the part case of clause (x) or upon such delivery in the Trustee or any Holdercase of clause (y). The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03Section. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Eleven.

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this IndentureSection 9.01(b)(ii), or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests Capital Stock of any Guarantor are is sold (including by issuance or otherwise) by the Company or any of its Restricted Subsidiaries in a transaction constituting an Asset Sale Disposition and if (x) the Net Cash Available Proceeds from such Asset Sale Disposition are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect covenanting that the Net Cash Available Proceeds from such Asset Sale Disposition shall be used in accordance with Section 4.05 and within the time limits specified by such Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests Capital Stock of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) ), shall be deemed released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03Section. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Eleven.

Release of a Guarantor. If the Securities Notes are defeased in accordance with the terms of this Indenture, or if Section SECTION 5.01(b) is complied with, or if, subject to the requirements of Section SECTION 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section SECTION 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section SECTION 4.05 and within the time limits specified by Section SECTION 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section SECTION 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section SECTION 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section SECTION 11.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities Notes and the other obligations of the Company hereunder as provided in this Article Eleven.

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this IndentureSection 9.01(c), or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets Capital Stock of any Guarantor or all of the Equity Interests of any Guarantor are is sold (including by issuance or otherwise) by the Company or any of its Subsidiaries in a transaction constituting an Asset Sale and Disposition (or which, but for the provisions of clause (c) of the definition of such term, would constitute an Asset Disposition), and, if required by this Indenture, (x) the Net Cash Available Proceeds from such Asset Sale Disposition are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect covenanting that the Net Cash Available Proceeds from such Asset Sale shall Disposition will be used in accordance with Section 4.05 and within the time limits specified by such Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on upon such use in the part case of clause (x) or upon such delivery in the Trustee or any Holdercase of clause (y). The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03Section. Any Guarantor not so released remains liable for the full amount of principal of (premium, if any) and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Eleven.

Release of a Guarantor. If (i) the Securities Notes are defeased in accordance with the terms of this Indenture, or if Section 5.01(b(ii) is complied with, or if, subject to the requirements of Section 5.01(a)5.01, if applicable, all or substantially all of the assets of any Guarantor or all of the Equity Interests equity interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.08 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.054.08 or (iii) such Guarantor is designated as an Unrestricted Subsidiary, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests assets or the equity interests of such GuarantorGuarantor or designation of such Guarantor as an Unrestricted Subsidiary) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities Notes and the other obligations of the Company hereunder as provided in this Article Eleven.

Release of a Guarantor. (a) If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Subsidiary Guarantor or all of the Equity Interests of equity interests in any Subsidiary Guarantor are sold (including through merger or consolidation, by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.07 or (y) the Company delivers to the Trustee an Officers' ’ Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.07 and within the time limits specified by Section 4.054.07, then each Guarantor (in the case of defeasance) or such Subsidiary Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests equity interests of such Guarantor) or the corporation Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and discharged from all obligations under this Article Eleven Ten without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 10.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' ’ Certificate certifying as to the compliance with this Section 11.0310.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article ElevenTen.

Release of a Guarantor. (a) If no Default exists or would exist under this Indenture, (i) upon the Securities are defeased sale or disposition of all of the Capital Stock of a Guarantor by either Issuer or a Restricted Subsidiary of such Issuer in a transaction constituting a Permitted Asset Disposition in accordance with Section 4.16, and such sale or other disposition is otherwise permitted in accordance with the terms of this Indenture, or if Section 5.01(b) is complied withthe Security Documents, the Intercreditor Agreement and the other Note Documents, or ifupon the consolidation or merger of a Guarantor with or into any Person in compliance with Article V (in each case, subject other than to the requirements either Issuer or an Affiliate of Section 5.01(aeither Issuer or a Restricted Subsidiary), all or substantially all (ii) upon the designation of the assets of any a Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting as an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used Unrestricted Subsidiary in accordance with this Indenture or in connection with any Legal Defeasance or satisfaction and discharge of the Notes as provided in Section 4.05 8.1, or (yiii) upon the Company delivers to discharge or defeasance of this Indenture and release in full of the Trustee an Officers' Certificate to the effect Collateral, such Guarantor and each Subsidiary of such Guarantor that the Net Cash Proceeds from such Asset Sale is also a Guarantor shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be deemed released and discharged from all obligations Obligations under this Article Eleven XIII without any further action required on the part of the Trustee or any Holder. The Trustee shall; provided, at the sole cost and expense however, that each such Guarantor is sold or disposed of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance or designated in accordance with this Section 11.03Indenture. Any Guarantor not so released remains or the entity surviving such Guarantor, as applicable, shall remain or be liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder under its Note Guarantee as provided in this Article ElevenXIII.

Release of a Guarantor. If Upon (i) the Securities are defeased unconditional release of a Guarantor from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered in accordance with the terms first paragraph of this IndentureSection 4.16, (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company’s Capital Stock in, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of, a Guarantor; provided that (a) such sale or disposition of any such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Guarantor or all has been released by the holders of the Equity Interests other Indebtedness of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and so guaranteed, (xiii) the Net Cash Proceeds from such Asset Sale are used in accordance with Legal Defeasance or Covenant Defeasance of the Notes as described under Section 4.05 8.2, or (yiv) a Guarantor being designated as an Unrestricted Subsidiary as described under the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from definition of “Unrestricted Subsidiary,” such Asset Sale Guarantor shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be deemed released and discharged from all obligations under this Article Eleven X without any further action required on the part of the Trustee or any HolderHolder (subject to reinstatement pursuant to Section 8.6); provided that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, such Indebtedness of the Company shall also terminate upon such release, sale or transfer. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, shall promptly deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' ’ Certificate certifying as to the compliance with this Section 11.0310.3. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder Notes as provided in this Article Eleven.X.

Release of a Guarantor. If Upon (i) the Securities are defeased unconditional release of a Guarantor from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered in accordance with the terms first paragraph of this IndentureSection 4.16, (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company’s Capital Stock in, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of, a Guarantor; provided that (a) such sale or disposition of any such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Guarantor or all has been released by the holders of the Equity Interests other Indebtedness of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and so guaranteed, (xiii) the Net Cash Proceeds from such Asset Sale are used in accordance with Legal Defeasance or Covenant Defeasance of the Notes as described under Section 4.05 8.2 (subject to reinstatement pursuant to Section 8.6), or (yiv) a Guarantor being designated as an Unrestricted Subsidiary as described under the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from definition of “Unrestricted Subsidiary,” such Asset Sale Guarantor shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be deemed released and discharged from all obligations under this Article Eleven X without any further action required on the part of the Trustee or any Holder. The Trustee shall; provided that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, at the sole cost and expense under all of its pledges of assets or other security interests which secure, such Indebtedness of the Company and shall also terminate upon receipt at such release, sale or transfer. At the reasonable request of Company’s expense, the Trustee of shall promptly execute an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Officer’s Certificate certifying as to the compliance with this Section 11.0310.3. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder Notes as provided in this Article Eleven.X.

Release of a Guarantor. If the Securities Senior Subordinated Notes are defeased in accordance with the terms of this IndentureAgreement, or if Section 5.01(b6.02(b) is complied with, or if, subject to the requirements of Section 5.01(a6.02(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company Borrower in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 6.01(d) or (y) the Company Borrower delivers to the Trustee each holder of Senior Subordinated Notes an Officers' Officer's Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 6.01(d) and within the time limits specified by Section 4.056.01(d), then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b6.02(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven III without any further action required on the part of the Trustee GOF or any Holderits successors or assigns. The Trustee GOF or its successors or assigns shall, at the sole cost and expense of the Company Borrower and upon receipt at the reasonable request of the Trustee GOF of an Opinion of Counsel that the provisions of this Section 11.03 3.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company Borrower accompanied by an Officers' Officer's Certificate certifying as to the compliance with this Section 11.033.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities Senior Subordinated Notes and the other obligations of the Company Borrower hereunder as provided in this Article ElevenIII.

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this IndentureSection 9.01(c), or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets Capital Stock of any Guarantor or all of the Equity Interests of any Guarantor are is sold (including by issuance or otherwise) by the Company or any of its Subsidiaries in a transaction constituting an Asset Sale and Disposition (or which, but for the provisions of clause (c) of the definition of such term, would constitute an Asset Disposition), and, if required by this Indenture, (x) the Net Cash Available Proceeds from such Asset Sale Disposition are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect covenanting that the Net Cash Available Proceeds from such Asset Sale shall Disposition will be used in accordance with Section 4.05 and within the time limits specified by such Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on upon such use in the part case of clause (x) or upon such delivery in the Trustee or any Holdercase of clause (y). The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03Section. Any Guarantor not so released remains liable for the full amount of principal of (premium, if any) and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Eleven.

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a)5.01, if applicable, all or substantially all of the assets of any Guarantor or all of the Equity Interests equity interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.08 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.08 and within the time limits specified by Section 4.054.08, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests assets or the equity interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Eleven.

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, a Guarantor becomes an Unrestricted Subsidiary or if, subject to the requirements of Section 5.01(a), if all or substantially all of the assets of any Guarantor or all a majority of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) or transferred by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.08 or (y) the Company delivers to the Trustee an Officers' ’ Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.08 and within the time limits specified by Section 4.054.08, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all a majority of the Equity Interests of such Guarantor) or the corporation Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven Twelve without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 12.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' ’ Certificate certifying as to the compliance with this Section 11.0312.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article ElevenTwelve.

Release of a Guarantor. If the Securities Notes are defeased in accordance with the terms of this IndentureSection 9.01(c), or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any a Guarantor or all of the Equity Interests Capital Stock of any a Guarantor are is sold (including by issuance or otherwise) by the Company Issuer or any of its Subsidiaries in a transaction constituting an Asset Sale and Disposition (or which, but for the provisions of clause (c) of the definition of such term, would constitute an Asset Disposition), and, if required by this Indenture, (x) the Net Cash Available Proceeds from such Asset Sale Disposition are used in accordance with Section 4.05 or (y) the Company Issuer delivers to the Trustee an Officers' Certificate to the effect covenanting that the Net Cash Available Proceeds from such Asset Sale shall Disposition will be used in accordance with Section 4.05 and within the time limits specified by such Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on upon such use in the part case of clause (x) or upon such delivery in the Trustee or any Holdercase of clause (y). The Trustee shall, at the sole cost and expense of the Company Issuer and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company Issuer accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03Section. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities Notes and the other obligations of the Company Issuer hereunder as provided in this Article Eleven.

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.07 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.07 and within the time limits specified by Section 4.054.07, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shallUpon the designation of a Guarantor as an Unrestricted Subsidiary pursuant to and in accordance with Section 4.15, at such Guarantor shall be released and discharged from all obligations under this Article Eleven without any further action required on the sole cost and expense of the Company and upon receipt at the reasonable request part of the Trustee or any Holder. In addition, if no Default or Event of an Opinion of Counsel that the provisions of this Section 11.03 have been complied withDefault has occurred and is continuing, deliver an appropriate instrument evidencing such upon release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Elevenguarantees of any Guarantor of amounts outstanding under the Credit Facilities, the Guarantee of such Guarantor shall be released.

Release of a Guarantor. If the Securities of any series are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.08 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.08 and within the time limits specified by Section 4.054.08, then each Guarantor with respect to such series (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven Ten without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 10.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.0310.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article ElevenTen.

Release of a Guarantor. (a) If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b5.01(c) is complied with, or if, subject to the requirements of Section 5.01(a) or 5.01(b), all or substantially all of the assets of any Guarantor or all of the Equity Interests equity interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b5.01(c) or in the event of a sale or other disposition of all of the Equity Interests equity interests of such Guarantor) or the corporation Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven Ten without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 10.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.0310.03. Any Guarantor not so released remains shall remain liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article ElevenTen.

Release of a Guarantor. (a) If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests equity interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.08 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.08 and within the time limits specified by Section 4.054.08, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests equity interests of such Guarantor) or the corporation Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Eleven.

Release of a Guarantor. (a) If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of equity interest in any Guarantor are sold (including through merger, consolidation, by issuance or otherwise) by the Company in a transaction constituting an Asset Sale Sale, and if (xi) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.08 or (yii) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.08 and within the time limits specified by Section 4.054.08, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests equity interests of such Guarantor) or the corporation Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven 11 without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Eleven11.

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this IndentureSection 9.01(c), or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests Capital Stock of any Guarantor are is sold (including by issuance or otherwise) by the Company or any of its Subsidiaries in a transaction constituting an Asset Sale Disposition and if (x) the Net Cash Available Proceeds from such Asset Sale Disposition are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect covenanting that the Net Cash Available Proceeds from such Asset Sale Disposition shall be used in accordance with Section 4.05 and within the time limits specified by such Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests Capital Stock of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) ), shall be deemed released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03Section. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Eleven.

Release of a Guarantor. If Upon (i) the Securities are defeased in accordance with the terms of this Indenture, sale or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold disposition (including by issuance merger or otherwise) of a Guarantor (other than News Corporation) to an entity which is not a Subsidiary of News Corporation; or (ii) if a Guarantor is a guarantor under any Public Debt (and has not been released from its obligations as guarantor of all such Public Debt), the payment in full of all Public Debt guaranteed by the Company in a transaction constituting an Asset Sale and Guarantor; or (xiii) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 unconditional and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event full release of a sale or other disposition Guarantor who is a guarantor of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged Public Debt, from all obligations under this Article Eleven guarantees of the Public Debt, that Guarantor shall be deemed released from all obligations under its Guarantee without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense Holder of Securities of the Company and upon receipt at relevant series. News Corporation may be released from all obligations under its Guarantee without any further action required on the reasonable request part of the Trustee or any Holder of an Opinion Securities of Counsel that the provisions relevant series at the option of this NAI if (x) News Corporation is not a guarantor under any Public Debt and (y) following the date of the release of News Corporation NAI will comply with Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt 314(a) of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03TIA. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other payment obligations to the Trustee pursuant to Section 6.05 of the Company hereunder Indenture as provided in the Guarantee. The Trustee shall make available for delivery an appropriate instrument evidencing such release upon receipt of a request of NAI accompanied by an Officer's Certificate certifying as to the compliance with this Article ElevenIndenture.

Release of a Guarantor. If Upon (i) the Securities are defeased unconditional release of a Guarantor from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered in accordance with the terms first paragraph of this IndentureSection 4.16, (ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company’s Capital Stock in, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of, a Guarantor; provided that (a) such sale or disposition of any such Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Guarantor or all has been released by the holders of the Equity Interests other Indebtedness of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and so guaranteed, (xiii) the Net Cash Proceeds from such Asset Sale are used in accordance with Legal Defeasance or Covenant Defeasance of the Notes as described under Section 4.05 8.2 (subject to reinstatement pursuant to Section 8.6) or (yiv) a Guarantor being designated as an Unrestricted Subsidiary as described under the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from definition of “Unrestricted Subsidiary,” such Asset Sale Guarantor shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be deemed released and discharged from all obligations under this Article Eleven X without any further action required on the part of the Trustee or any Holder; provided that any such termination shall occur only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, such Indebtedness of the Company shall also terminate upon such release, sale or transfer. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, shall promptly deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Officer’s Certificate certifying as to the compliance with this Section 11.0310.3. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder Notes as provided in this Article Eleven.X.

Release of a Guarantor. If Upon (i) any sale, exchange or transfer, to any Person not an Affiliate of the Securities are defeased Company, of all of the Company's Capital Stock in, or all or substantially all the assets of, any Subsidiary of the Company that is a Guarantor, which transaction is in accordance compliance with the terms of this Indenture (including, but not limited to, Article Eight and Section 10.16 under this Indenture) and such Subsidiary is simultaneously unconditionally released from all guarantees, if any, by it of other Indebtedness of the Company or any Restricted Subsidiaries or (ii) (with respect to any Guarantees created after the date of this Indenture) the release by the holders of the Indebtedness of the Company of their security interest or their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness), at a time when (A) no other Indebtedness of the Company has been secured or guaranteed by, such Restricted Subsidiary, as the case may be, or if Section 5.01(b(B) the holders of all such other Indebtedness which is complied withsecured or guaranteed by such Restricted Subsidiary also release their security interest in, or if, subject to the requirements guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of Section 5.01(aall obligations under such Indebtedness), all or substantially all of the assets of any in either case, such Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 automatically and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be unconditionally released and discharged from all obligations under this Article Eleven Twelve without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, shall deliver an appropriate instrument evidencing such release upon receipt of a request by of the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03Section. Any Guarantor not so released remains will remain liable for the full amount of principal of of, premium, if any, and interest on the Securities and the other obligations of the Company hereunder Notes as provided in this Article ElevenTwelve.

Release of a Guarantor. (a) If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Subsidiary Guarantor or all of the Equity Interests of equity interests in any Subsidiary Guarantor are sold (including through merger or consolidation, by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.08 or (y) the Company delivers to the Trustee an Officers' ’ Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.08 and within the time limits specified by Section 4.054.08, then each Guarantor (in the case of defeasance) or such Subsidiary Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests equity interests of such Guarantor) or the corporation Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' ’ Certificate certifying as to the compliance with this Section 11.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Eleven.

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.07 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.07 and within the time limits specified by Section 4.054.07, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven Ten without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 10.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.0310.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article ElevenTen.

Release of a Guarantor. If the Securities Senior Subordinated Notes are defeased in accordance with the terms of this IndentureAgreement, or if Section 5.01(bSECTION 6.02(b) is complied with, or if, subject to the requirements of Section 5.01(aSECTION 6.02(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company Borrower in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 SECTION 6.01(d) or (y) the Company Borrower delivers to the Trustee each holder of Senior Subordinated Notes an Officers' Officer's Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 SECTION 6.01(d) and within the time limits specified by Section 4.05SECTION 6.01(d), then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(bSECTION 6.02(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven III without any further action required on the part of the Trustee GOF or any Holderits successors or assigns. The Trustee GOF or its successors or assigns shall, at the sole cost and expense of the Company Borrower and upon receipt at the reasonable request of the Trustee GOF of an Opinion of Counsel that the provisions of this Section 11.03 SECTION 3.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company Borrower accompanied by an Officers' Officer's Certificate certifying as to the compliance with this Section 11.03SECTION 3.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities Senior Subordinated Notes and the other obligations of the Company Borrower hereunder as provided in this Article ElevenIII.

Release of a Guarantor. If the Securities Series E Notes are defeased in accordance with Section 8.02 of the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets Capital Stock of any Guarantor or all of the Equity Interests of any Guarantor are is sold (including by issuance or otherwise) by the Company or any of its Subsidiaries in a transaction constituting an Asset Sale and Disposition (or which, but for the provisions of clause (c) of the definition of such term, would constitute an Asset Disposition), and, if required by this Supplemental Indenture, (x) the Net Cash Available Proceeds from such Asset Sale Disposition are used in accordance with Section 4.05 of the Indenture or (y) the Company delivers to the Trustee an Officers' Officer's Certificate to the effect covenanting that the Net Cash Available Proceeds from such Asset Sale shall Disposition will be used in accordance with Section 4.05 of the Indenture and within the time limits specified by Section 4.05thereon, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on 9 upon such use in the part case of clause (x) or upon such delivery in the Trustee or any Holdercase of clause (y). The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 9.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03. Any 9.03, any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company (premium, if any) hereunder as provided in this Article Eleven9. Any Subsidiary of the Company that ceases to be a direct or indirect obligor (including as guarantor) under, or in respect of all Senior Credit Facilities shall be released from its Guarantee upon delivery of an Officers' Certificate to the Trustee certifying to such effect.

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b(i) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.054.05 or (ii) the conditions set forth in Section 4.16 for the release of the Note Guarantee of any Guarantor have been satisfied, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b(i) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor(ii)) or the corporation acquiring such assets (in the event case of a sale or other disposition of all or substantially all of the assets of such Guarantor(i)) shall be released and discharged from all obligations under this Article Eleven Indenture and the Notes without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 10.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.0310.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities Notes and the other obligations of the Company hereunder as provided in this Article ElevenTen.

Release of a Guarantor. If Upon (i) the Securities are defeased in accordance with the terms of this Indenture, sale or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold disposition (including by issuance merger or otherwise) of a Guarantor (other than News Corporation) to an entity which is not a Subsidiary of News Corporation; or (ii) if a Guarantor is a guarantor under any Public Debt (and has not been released from its obligations as guarantor of all such Public Debt), the payment in full of all Public Debt guaranteed by the Company in a transaction constituting an Asset Sale and Guarantor; or (xiii) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 unconditional and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event full release of a sale or other disposition Guarantor who is a guarantor of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged Public Debt, from all obligations under this Article Eleven guarantees of the Public Debt, that Guarantor shall be deemed released from all obligations under its Guarantee without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense Holder of Securities of the Company and upon receipt at relevant series. News Corporation may be released from all obligations under its Guarantee without any further action required on the reasonable request part of the Trustee or any Holder of an Opinion Securities of Counsel that the provisions relevant series at the option of this NAI if (x) News Corporation is not a guarantor under any Public Debt and (y) following the date of the release of News Corporation NAI will comply with Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt 314(a) of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03TIA. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other payment obligations to the Trustee pursuant to Section 6.05 of the Company hereunder Indenture as provided in the Guarantee. The Trustee shall make available for delivery an appropriate instrument evidencing such release upon receipt of a request of NAI accompanied by an Officer’s Certificate certifying as to the compliance with this Article Eleven.Indenture. ARTICLE THIRTEEN

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests capital stock of any Guarantor are is sold (including by issuance or otherwise) by the Company or any of its Subsidiaries in a transaction constituting constitut- ing an Asset Sale Disposition, and if (x) the Net Cash Available Proceeds from such Asset Sale Disposition are used in accordance with Section 4.05 916 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect covenanting that the Net Cash Available Proceeds from such Asset Sale Disposition shall be used in accordance with Section 4.05 916 and within the time limits specified by such Section 4.05916, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests capital stock of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) ), shall be released and discharged from all its obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 1103 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03Section. Any Guarantor not so released remains liable for the full amount of principal of of, premium, if any, and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Eleven.

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this IndentureSection 8.01(c), or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets Capital Stock of any Guarantor or all of the Equity Interests of any Guarantor are is sold (including by issuance or otherwise) by the Company or any of its Subsidiaries in a transaction constituting an Asset Sale and Disposition (or which, but for the provisions of clause (c) of the definition of such term, would constitute an Asset Disposition), and, if required by this Indenture, (x) the Net Cash Available Proceeds from such Asset Sale Disposition are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect covenanting that the Net Cash Available Proceeds from such Asset Sale shall Disposition will be used in accordance with Section 4.05 and within the time limits specified by such Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on Ten upon such use in the part case of clause (x) or upon such delivery in the Trustee or any Holdercase of clause (y). The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 10.03 have been complied with, deliver an appropriate instrument instru- ment evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03Section. Any Guarantor not so released remains liable for the full amount of principal of (premium, if any) and interest on the Securities and the other obligations of the Company hereunder as provided in this Article ElevenTen.

Release of a Guarantor. If Upon (i) the Securities are defeased sale or disposition (by merger or otherwise) of a Subsidiary Guarantor to an entity which is not a Subsidiary of News Corporation or (ii) (A) the payment in full of the obligations under the Revolving Credit Agreement guaranteed by such Subsidiary Guarantor, to the extent that such Subsidiary Guarantor is a guarantor thereunder, and the termination of the commitments of the lenders under the Revolving Credit Agreement and (B) News Corporation directing that such Subsidiary Guarantor be released from its Guarantee or (iii) (A) the release of such Subsidiary Guarantor from its obligations under the Revolving Credit Agreement in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale thereof and (xB) the Net Cash Proceeds News Corporation directing that such Subsidiary Guarantor be released from its Guarantee, such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale Subsidiary Guarantor shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be deemed released and discharged from all obligations under this Article Eleven its Guarantee without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense Holder of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03Securities or BUCS. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of premium, if any, and interest interest, if any, on the Securities and the other payment obligations to the Trustee pursuant to Section 6.7 of the Indenture as provided in the Guarantee. The Trustee shall make available for delivery an appropriate instrument evidencing such release upon receipt of a request of the Company hereunder accompanied by an Officer's Certificate certifying as provided to the compliance with this Indenture and, in this Article Eleventhe event of the release of a Subsidiary Guarantor in accordance with the terms of (ii) herein above, an opinion of counsel.

Release of a Guarantor. (a) If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Subsidiary Guarantor or all of the Equity Interests equity interests of any Subsidiary Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 4.08 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 4.08 and within the time limits specified by Section 4.054.08, then each Guarantor (in the case of defeasance) or such Subsidiary Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests equity interests of such Guarantor) or the corporation Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Eleven.

Release of a Guarantor. If (i) Upon the Securities are defeased sale, exchange, transfer or other disposition (by merger or otherwise), other than a lease, of a Subsidiary of the Company that is a Guarantor of all of the Capital Stock of such Subsidiary or all, or substantially all, the assets of such Subsidiary, to any person that is not an Affiliate of the Company, and which sale or other disposition is otherwise in accordance compliance with the terms of this IndentureIndenture or (ii) at the request of the Company, in the event that the lenders under the Credit Facility (or any other revolving credit or term loan facility entitled to a guarantee from such Guarantor) unconditionally release such Guarantor from its guarantee obligations under such facility, if Section 5.01(bsuch Guarantor is not a Leveraged Subsidiary; provided, however, that a release of a Guarantor that is a Leveraged Subsidiary may only be obtained under the circumstances described in this clause (ii) is complied with, or if, subject after giving effect to the requirements of Section 5.01(a)release, all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and either (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Guarantor would have been permitted to incur all of its then outstanding Indebtedness under Section 4.05 10.12 or (y) the Company delivers Section 10.12 has been terminated pursuant to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale its terms. Such Guarantor shall be used in accordance with Section 4.05 deemed automatically and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be unconditionally released and discharged from all obligations under this Article Eleven Twelve without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, shall deliver an appropriate instrument evidencing such release upon receipt of a request by of the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03and the Company's rights of redemption in accordance with the terms of the Notes in this Section 12.04. Any Guarantor not so released remains will remain liable for the full amount of principal of of, premium, if any, and interest on the Securities and the other obligations of the Company hereunder Notes as provided in this Article ElevenTwelve.

Release of a Guarantor. If the Securities are defeased in accordance with the terms of this IndentureSection 9.01(b)(ii), or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests Capital Stock of any Guarantor are is sold (including by issuance or otherwise) by the Company or any of its Subsidiaries in a transaction constituting an Asset Sale Disposition and if (x) the Net Cash Available Proceeds from such Asset Sale Disposition are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect covenanting that the Net Cash Available Proceeds from such Asset Sale Disposition shall be used in accordance with Section 4.05 and within the time limits specified by such Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests Capital Stock of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) ), shall be deemed released and discharged from all obligations under this Article Eleven without any further action required on the part 102 -94- of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03Section. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities and the other obligations of the Company hereunder as provided in this Article Eleven.

Release of a Guarantor. (i) If the Securities are defeased in accordance with the terms of this Indenture, or if Section 5.01(b17(b) is complied with, or if, subject to the requirements of Section 5.01(a17(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company (or pursuant to an exercise of remedies, or transfer in lieu thereof, on behalf of any holder or holders of a transaction constituting an Asset Sale Lien securing Senior Indebtedness) and (x) if the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.058, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven Section 19 without any further action required on the part of the Trustee or any Holder. The Trustee shallHolder provided, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel however that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt a sale of a request Guarantor (other than by the Company accompanied by way of a sale or disposition pursuant to an Officers' Certificate certifying as exercise of remedies, or transfer in lieu thereof, on behalf of any holder or holders of a Lien securing Senior Indebtedness) will still be subject to the compliance with this Company's obligations under Section 11.0317(b). Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities Notes and the other obligations of the Company hereunder as provided in this Article ElevenSection 19.

Release of a Guarantor. If the Securities Notes are defeased in accordance with the terms of this Indenture, or if Section 5.01(b) is complied with, or if, subject to the requirements of Section 5.01(a), all or substantially all of the assets of any Guarantor or all of the Equity Interests of any Guarantor are sold (including by issuance or otherwise) by the Company in a transaction constituting an Asset Sale and (x) the Net Cash Proceeds from such Asset Sale are used in accordance with Section 4.05 or (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Sale shall be used in accordance with Section 4.05 and within the time limits specified by Section 4.05, then each Guarantor (in the case of defeasance) or such Guarantor (in the case of compliance with Section 5.01(b) or in the event of a sale or other disposition of all of the Equity Interests of such Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and discharged from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. The Trustee shall, at the sole cost and expense of the Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 11.03 have been complied with, deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.03. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities Notes and the other obligations of the Company hereunder as provided in this Article Eleven. Any Guarantor that is designated an Unrestricted Subsidiary pursuant to and in accordance with Section 4.17 shall upon such Designation be released and discharged of its Guaranty obligations in respect of this Indenture and the Notes and any Unrestricted Subsidiary (other than a Foreign Subsidiary) whose Designation is revoked pursuant to Section 4.17 will be required to become a Guarantor in accordance with Section 4.19.