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.

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.

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.

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 in a transaction that complies with this IndentureGuarantor; (iiic) if the Company properly designates that a Subsidiary Guarantor no longer guarantees or is otherwise obligated under any capital markets Indebtedness; (d) upon designation of a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of the Indenture; or (e) at the Company’s election, during any Suspension Period, such Subsidiary Guarantor shall be deemed released from all obligations under this Indenture; (iv) if Article X 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 or its Covenant Defeasance option in accordance with the provisions of Article VIII hereof or if its obligations under the Indenture are discharged in accordance with Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of hereof, each Subsidiary Guarantor shall be released from all obligations under this Indenture or payment in full Article X 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 met10.05, such instrument to be prepared and delivered to the Trustee shall execute any documents reasonably required in order to evidence by the release of such Subsidiary Guarantor from its obligations under its Subsidiary GuaranteeCompany.

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 in a transaction that complies with this IndentureGuarantor; (iiic) if the Company properly designates that a Subsidiary Guarantor no longer guarantees or is otherwise obligated under any 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 X 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 or its Covenant Defeasance option in accordance with the provisions of Article VIII hereof or if its obligations under this Indenture are discharged in accordance with Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of hereof, each Guarantor shall be released from all obligations under this Indenture or payment in full Article X 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 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 any documents reasonably required in order to evidence and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 10.05, such Subsidiary Guarantor from its obligations under its Subsidiary Guaranteeinstrument to be prepared and delivered to the Trustee by the Company.

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 in a transaction that complies with this IndentureGuarantor; (iiic) if the Company properly designates that a Subsidiary Guarantor no longer guarantees or is otherwise obligated under any capital markets Indebtedness; (d) upon designation of a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of the Indenture; or (e) at the Company’s election, during any Suspension Period, such Subsidiary Guarantor shall be deemed released from all obligations under this Indenture; (iv) if Article X 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 or its Covenant Defeasance option in accordance with the provisions of Article VIII hereof or if its obligations under the Indenture are discharged in accordance with Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of hereof, each Guarantor shall be released from all obligations under this Indenture or payment in full Article X 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 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 any documents reasonably required in order to evidence and deliver an appropriate instrument evidencing the release of such Subsidiary a Guarantor from its obligations under its Subsidiary Guaranteepursuant to this Section 10.05.

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 in a transaction that complies with this IndentureGuarantor; (iiic) if the Company properly designates that a Subsidiary Guarantor no longer guarantees or is otherwise obligated under any capital markets Indebtedness; (d) upon designation of a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of the Indenture; or (e) at the Company’s election, during any Suspension Period, such Subsidiary Guarantor shall be deemed released from all obligations under this Indenture; (iv) if Article X 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 or its Covenant Defeasance option in accordance with the provisions of Article VIII hereof or if its obligations under the Indenture are discharged in accordance with Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of hereof, each Subsidiary Guarantor shall be released from all obligations under this Indenture or payment in full Article X 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.

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 in a transaction that complies with this IndentureGuarantor; (iiic) if the Company properly designates that a Subsidiary Guarantor no longer guarantees or is otherwise obligated under any 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 X 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 or its Covenant Defeasance option in accordance with the provisions of Article VIII hereof or if its obligations under this Indenture are discharged in accordance with Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of hereof, each Guarantor shall be released from all obligations under this Indenture or payment in full Article X 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 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 any documents reasonably required in order to evidence and deliver an appropriate instrument evidencing the release of such Subsidiary a Guarantor from its obligations under its Subsidiary Guaranteepursuant to this Section 10.05.

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 77 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.

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.