Common use of Release of a Subsidiary Guarantor Clause in Contracts

Release of a Subsidiary Guarantor. Upon (i) the sale or disposition of a Subsidiary Guarantor (or all or substantially all of its assets) or (ii) the cessation by a Subsidiary Guarantor to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amount, in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02, such Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or such Subsidiary Guarantor. Subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or any Subsidiary Guarantor. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities as provided in this Article Ten.

Release of a Subsidiary Guarantor. Upon (a) If no Default exists or would exist under this Indenture, (i) upon the sale or disposition of all of the Capital Stock of a Subsidiary Guarantor by either Issuer or a Restricted Subsidiary of such Issuer in a transaction constituting an Asset Disposition in accordance with Section 4.16, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person in compliance with Article V (in each case, other than to either Issuer or all an Affiliate of either Issuer or substantially all of its assets) a Restricted Subsidiary), or (ii) upon the cessation by designation of a Subsidiary Guarantor to guarantee as an Unrestricted Subsidiary in accordance with Section 4.14 or in connection with any other Indebtedness Legal Defeasance or satisfaction and discharge of the Company or any other Notes as provided in Section 8.1, such Subsidiary Guarantor other than and each Subsidiary of such Subsidiary Guarantor that is also a De Minimis Guaranteed Amount, in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02, such Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in under this Indenture Article XII without any further action by required on the Trusteepart of the Trustee or any Holder; provided, the Company or however, that each such Subsidiary Guarantor. Subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 Guarantor is sold or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed released from all disposed of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or any Subsidiary Guarantor. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, an Opinion of Counsel certifying that such sale or other disposition was made by the Company designated in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so released remains or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable for the full amount of principal of and interest on the Securities under its Subsidiary Guarantee as provided in this Article TenXII.

Release of a Subsidiary Guarantor. Upon (i) the sale or disposition of a Subsidiary Guarantor (or all or substantially all of its assets) or (ii) the cessation by designation of a Subsidiary Guarantor to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amountas an Unrestricted Subsidiary, in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02, such Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or such Subsidiary Guarantor. Subject to Section 8.07, upon the Company’s 's election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or any Subsidiary Guarantor. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ ' Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities as provided in this Article Ten.

Release of a Subsidiary Guarantor. Upon (i) the sale or disposition of a Subsidiary Guarantor (or all or substantially all of its assets) or ), (ii) the cessation by a Subsidiary Guarantor to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor other than a De Minimis Guaranteed AmountAmount or (iii) the discharge of this Indenture pursuant to Article Thirteen, in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.0211.02, such Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or such Subsidiary Guarantor. Subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or any Subsidiary Guarantor. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.0411.04, an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities as provided in this Article TenEleven.

Release of a Subsidiary Guarantor. Upon (i) the sale or disposition of a Subsidiary Guarantor (or all or substantially all of its assets), (ii) the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary or (iiiii) the cessation by a Subsidiary Guarantor to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amount, in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02, such Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or such Subsidiary Guarantor. Subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or any Subsidiary Guarantor. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities as provided in this Article Ten.

Release of a Subsidiary Guarantor. Upon (i) the sale or other disposition of a Subsidiary Guarantor (or all or substantially all of its properties and assets) or (ii) the cessation by a Subsidiary Guarantor to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amount), in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02, such Subsidiary Guarantor shall be deemed released from all of its the Subsidiary Guarantee and related obligations in this Indenture without Indenture; provided, however, that any further action by such termination shall occur only to the Trusteeextent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, other Indebtedness of the Company or any Subsidiary shall also terminate or be released upon such Subsidiary Guarantorsale or transfer. Subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Each Subsidiary Guarantor that is designated as an Unrestricted Subsidiary in accordance with this Indenture shall be deemed released from all of its Subsidiary Guarantee and related obligations set forth in this Indenture without any further action by the Trustee, the Company or any Subsidiary Guarantorfor so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ ' Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, and an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities as provided in this Article Ten.

Release of a Subsidiary Guarantor. Upon (i) the sale or disposition of a Subsidiary Guarantor (or all or substantially all of its assets) or (ii) the cessation by a Subsidiary Guarantor to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amount, in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02, such A Subsidiary Guarantor shall be deemed released from its Guarantee and all of its Guarantee and related obligations in this Indenture without any further action by upon (i) (A) the Trustee, sale of all of the Company or Capital Stock of such Subsidiary Guarantor. Subject to Section 8.07, upon the Company’s electionconsolidation or merger of such Subsidiary Guarantor, or in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each event of the liquidation and dissolution of such Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, into the Company or any other Subsidiary Guarantor. The Trustee shall deliver , made in accordance with the provisions of either Section 12.02(b)(i)(B) or Section 12.02(b)(ii) (other than a sale of substantially all of the assets of the Subsidiary Guarantor) or (B) the designation of a Restricted Subsidiary as an appropriate instrument evidencing Unrestricted Subsidiary, provided that such release upon designation is made in accordance with the provisions of this Indenture, and (ii) receipt of a request by the Company accompanied by an Officers’ ' Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, and an Opinion of Counsel certifying that all conditions specified in this Indenture for such sale or other disposition was made by the Company release have been satisfied in accordance with the provisions of this Indenture. Upon receipt of the items specified in clause (ii) of the preceding sentence, the Trustee shall deliver to the Company an appropriate instrument evidencing such release. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities Notes as provided in this Article TenXII.

Release of a Subsidiary Guarantor. Upon (i) the sale or disposition of a Subsidiary Guarantor (or all or substantially all of its assets) or (ii) the cessation by designation of a Subsidiary Guarantor to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amountas an Unrestricted Subsidiary, in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02, such Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or such Subsidiary Guarantor. Subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or any Subsidiary Guarantor. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities as provided in this Article Ten.

Release of a Subsidiary Guarantor. Upon (ia) If no Default or Event of Default exists or would exist under this Indenture upon the sale or disposition of all of the Capital Stock of a Subsidiary Guarantor (by the Company or all a Subsidiary of the Company in a transaction constituting an Asset Sale, or substantially all upon the consolidation or merger of its assets) or (ii) the cessation by a Subsidiary Guarantor with or into any Person in compliance with Article Five (in each case, other than to guarantee any other Indebtedness the Company or an Affiliate of the Company or any other a Subsidiary), such Subsidiary Guarantor other than and each Subsidiary of such Subsidiary Guarantor that is also a De Minimis Guaranteed Amount, in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02, such Subsidiary Guarantor shall be deemed released from all of Obligations under this Article Eleven and its Subsidiary Guarantee and related obligations in this Indenture without any further action by required on the Trusteepart of the Trustee or any Holder; provided, the Company or such Subsidiary Guarantor. Subject to Section 8.07however, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, that each Subsidiary Guarantor shall be deemed released from all is sold or disposed of its Guarantee and related obligations in accordance with this Indenture without and, provided, further, that any further action by the Trustee, the Company or any Subsidiary Guarantor. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt shall occur only to the extent that all Obligations of a request by the Company accompanied by an Officers’ Certificate and, in the case of the release of a such Subsidiary Guarantor pursuant to clause (i) of under its Subsidiary Guarantee, and under the first sentence of this Section 10.04, an Opinion of Counsel certifying that Pledge and Security Agreement shall also terminate or be released upon such sale or other disposition was made by the Company in accordance with the provisions of this Indenturetransfer. Any Subsidiary Guarantor not so released remains or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable for under its Subsidiary Guarantee and the full amount of principal of Pledge and interest on the Securities Security Agreement as provided in this Article TenIndenture.

Release of a Subsidiary Guarantor. Upon (i) the sale or disposition of a Subsidiary Guarantor (or all or substantially all of its assets) or (ii) the cessation by a Subsidiary Guarantor to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amount, in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.0210.03, such Subsidiary Guarantor shall be deemed automatically released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or such Subsidiary Guarantor. Subject to Section 8.078.08, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 8.03 or 8.03 8.04 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed automatically released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or any Subsidiary Guarantor. The Trustee shall deliver an appropriate instrument evidencing any such release upon receipt of a request by the Company accompanied by an Officers’ Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this IndentureCertificate. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities as provided in this Article Ten.

Release of a Subsidiary Guarantor. Upon (a) (i) the sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor to a Person other than the Company or another Subsidiary Guarantor or (ii) the merger or consolidation of a Subsidiary Guarantor with or into another Person or the sale of all or substantially all of its assetsthe assets of a Subsidiary Guarantor to another Person, in either case pursuant to a transaction that is in compliance with this Indenture (including as described in Section 10.2 hereof) or (iib) the cessation release of all guarantees by a Subsidiary Guarantor to guarantee any other of Indebtedness of the Company or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amount, in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02Company, such Subsidiary Guarantor shall be deemed automatically and unconditionally released and discharged from its Subsidiary Guarantee and all of its obligations in respect of this Indenture. Except as provided in this Section 10.4, a Subsidiary Guarantor may not otherwise be released from its Subsidiary Guarantee and its related obligations hereunder and this Subsidiary Guarantee is a continuing guarantee which shall remain in full force and effect until payment in full of the Notes and all other amounts payable under this Indenture without any further action by the Trustee, the Company or such Subsidiary Guarantor. Subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or any Subsidiary GuarantorGuarantee. The Trustee shall deliver an appropriate instrument evidencing such a release of a Subsidiary Guarantee pursuant to this Section 10.4 upon receipt of a request by the Company accompanied by an Officers’ Officer's Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, and an Opinion of Counsel certifying that such sale or other disposition release was made by the Company in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest all amounts due on the Securities Notes as provided in this Article Ten10.

Release of a Subsidiary Guarantor. Upon (i) the release by the lenders under the Credit Agreement, related documents and future refinancings thereof of all guarantees of a Subsidiary Guarantor and all Liens on the property or assets of said Subsidiary Guarantor relating to such Indebtedness or (ii) the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Subsidiary Guarantor (or all or substantially all of its assets) or (ii) the cessation by to an entity which is not a Subsidiary Guarantor to guarantee any other Indebtedness of the Company and which sale or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amount, in each case which disposition is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02, such Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in under this Indenture Article Eleven without any further action by required on the Trusteepart of the Trustee or any Holder; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under the Credit Agreement and all of its guarantees of, and under all of its pledges of assets or other security interests which secure, such Indebtedness of the Company or such Subsidiary Guarantor. Subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trusteealso terminate upon such release, the Company sale or any Subsidiary Guarantortransfer. The Trustee shall deliver execute an appropriate instrument delivered by the Company evidencing such release upon receipt of a request by the Company accompanied by an Officers’ ' Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, an and Opinion of Counsel certifying that such sale or other disposition was made by as to the Company in accordance compliance with the provisions of this IndentureSection 11.04. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities Notes as provided in this Article TenEleven.

Release of a Subsidiary Guarantor. Upon (i) the release by the lenders under the Term Loans, related documents and future refinancings thereof of all guarantees of a Subsidiary Guarantor and all Liens on the property and assets of such Subsidiary Guarantor relating to such Indebtedness, or (ii) the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Subsidiary Guarantor (or all or substantially all of its assets) or (ii) the cessation by to an entity which is not a Subsidiary Guarantor to guarantee any other Indebtedness of the Company and which sale or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amount, in each case which disposition is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02, such Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in under this Indenture Article Eleven without any further action by required on the Trusteepart of the Trustee or any Holder; provided, however, that any such termination shall occur only to the Company or extent that all obligations of such Subsidiary Guarantor. Subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed released from under all of its Guarantee guarantees of, and related obligations in this Indenture without any further action by the Trusteeunder all of its pledges of assets or other 107 -99- security interests which secure, such Indebtedness of the Company shall also terminate upon such release, sale or any Subsidiary Guarantortransfer. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ ' Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, an and Opinion of Counsel certifying that such sale or other disposition was made by as to the Company in accordance compliance with the provisions of this IndentureSection 11.04. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities as provided in this Article TenEleven.

Release of a Subsidiary Guarantor. Upon (i) If the sale or disposition of a Subsidiary Guarantor (or all or substantially all of its assets) or (ii) the cessation by a Subsidiary Guarantor to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amount, Securities are defeased in each case which is otherwise in compliance accordance with the terms of this Indenture, including but not limited or if Section 5.01(b) is complied with, or if, subject to the provisions requirements of Section 10.025.01(a), all or substantially all of the assets of any Subsidiary Guarantor or all of the 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 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 4.06 and within the time limits specified by Section 4.06, then each Subsidiary 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 of such Subsidiary 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 Subsidiary Guarantor) shall be deemed released and discharged from all of its Guarantee and related obligations in under this Indenture Article Eleven without any further action by required on the Trustee, part of the Company or such Subsidiary Guarantor. Subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company Trustee or any Subsidiary GuarantorHolder. The Trustee shall 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 and, in certifying as to the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of compliance with this Section 10.04, an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture11.03. Any Subsidiary 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 TenEleven.

Release of a Subsidiary Guarantor. Upon (i) the sale or disposition (by merger or otherwise) of a Subsidiary Guarantor (or all or substantially all of its assetsProperties) or (ii) the cessation by to a Subsidiary Guarantor to guarantee any Person other Indebtedness of than the Company or any other another Subsidiary Guarantor other than and pursuant to a De Minimis Guaranteed Amount, in each case which transaction that is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.0213.2 hereof, such Subsidiary Guarantor shall be deemed released from all of its Subsidiary Guarantee and related obligations in this Indenture without Indenture; provided, however, that any further action by such termination shall occur only to the Trusteeextent that all obligations of such Subsidiary Guarantor under all of its Guarantees of, and under all of its pledges of assets or other security interests which secure, other Indebtedness of the Company or any Restricted Subsidiary shall also terminate upon such sale or other disposition. Each Subsidiary Guarantor. Subject to Section 8.07, upon the Company’s election, Guarantor that is designated as an Unrestricted Subsidiary in compliance accordance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor provisions of this Indenture shall be deemed released from all of its Subsidiary Guarantee and related obligations set forth in this Indenture without any further action by the Trustee, the Company or any Subsidiary Guarantorfor so long as it remains an Unrestricted Subsidiary. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company Request accompanied by an Officers’ ' Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, and an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of (and premium, if any, on) and interest on the Securities as provided in this Article TenXIII.

Release of a Subsidiary Guarantor. (a) Upon (i) the sale or disposition of the Capital Stock of a Subsidiary Guarantor (other than the Issuer) by the Issuer that is permitted by Section 4.16 or all the consolidation or substantially all merger of its assetsa Subsidiary Guarantor with or into any Person in compliance with Article 5, in each case, (A) other than to the Issuer or a Subsidiary Guarantor and (B) in a transaction following which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (ii) the cessation by a liquidation or dissolution of any Subsidiary Guarantor to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor (other than a De Minimis Guaranteed Amount, the Issuer) in each case which is otherwise in compliance accordance with the terms of this Indenture, including but not limited such Subsidiary Guarantor’s Guarantee pursuant to the provisions of Section 10.02this Article 10 shall be released, and such Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in Obligations under this Indenture and the Securities without any further action by required on the Trusteepart of the Trustee or any Holder. In addition, the Company or such Subsidiary Guarantor. Subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each a Subsidiary Guarantor shall be deemed released from all of its Guarantee under the conditions specified in Section 4.17(b), and related obligations all Subsidiary Guarantors shall be released from their Guarantees (x) upon Legal Defeasance or Covenant Defeasance as provided in Article 8 or (y) upon discharge of this Indenture without any further action by the Trustee, the Company or any Subsidiary Guarantor. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indentureterms hereof. Any Subsidiary Guarantor not so released remains or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable for the full amount of principal of and interest on the Securities under its Guarantee as provided in this Article Ten10. Concurrently with the defeasance or satisfaction and discharge of the Securities under Article 8 hereof, the Subsidiary Guarantors shall be released from all of their Obligations under this Indenture and the Securities.

Release of a Subsidiary Guarantor. Upon (i) the release by the lenders under the Senior Credit Facility and related documents of all guarantees of a Subsidiary Guarantor and all Liens on the property and assets of such Subsidiary Guarantor relating to such Indebtedness, or (ii) the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Subsidiary Guarantor (or all or substantially all of its assets) or (ii) the cessation by to an entity which is not a Subsidiary Guarantor to guarantee any other Indebtedness of the Company and which sale or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amount, in each case which disposition is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02Agreement, such Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in under this Indenture Section 10 without any further action by required on the Trustee, part of the Company Agents or any Lender; PROVIDED that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor. Subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed released from under all of its Guarantee guarantees of, and related obligations in this Indenture without any further action by the Trusteeunder 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 any Subsidiary Guarantortransfer. The Trustee Agents shall promptly deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ ' Certificate and, in certifying as to the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of compliance with this Section 10.04, an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture10.4. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities Loans as provided in this Article TenSection 10.

Release of a Subsidiary Guarantor. Upon (i) the sale sale, exchange, transfer or other disposition of (x) all of the Capital Stock of a Subsidiary Guarantor to any person other than the Issuer or any Restricted Subsidiary of the Issuer or (or y) all or substantially all of its assets) the assets of such Subsidiary Guarantor which sale, exchange, transfer or other disposition is made in compliance with the provisions of this Indenture to any person other than the Issuer or a Restricted Subsidiary of the Issuer, (ii) the cessation by designation of a Subsidiary Guarantor to guarantee any other Indebtedness as an Unrestricted Subsidiary in accordance with the terms of this Indenture or (iii) the defeasance or discharge of the Company or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amount, Securities in each case which is otherwise in compliance accordance with the terms of this Indenture, including but not limited to such Subsidiary Guarantor’s (or, in the provisions case of Section 10.02clause (iii), each Subsidiary Guarantor’s) Subsidiary Guarantee shall be automatically discharged and such Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in under this Indenture Article X without any further action by required on the Trusteepart of the Subsidiary Guarantor, the Company or such Subsidiary Guarantor. Subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in this Indenture without any further action by the TrusteeIssuer, the Company Trustee or any Subsidiary Guarantor. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this IndentureHolder. Any Subsidiary Guarantor not so released remains or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable for the full amount of principal of and interest on the Securities under its Subsidiary Guarantee as provided in this Article Ten.X.

Release of a Subsidiary Guarantor. Upon (i) the release by the lenders under the New Bank Credit Facility, related documents and future refinancings thereof of all guarantees of a Subsidiary Guarantor and all Liens on the property and assets of such Subsidiary Guarantor relating to such Indebtedness, or (ii) the sale or disposition of a Subsidiary Guarantor (or all or substantially all of its assets) or (ii) the cessation by to an entity which is not a Subsidiary Guarantor to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor other than a De Minimis Guaranteed AmountCompany, in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02, such Subsidiary Guarantor shall be deemed released from all its obligations under this Article Eleven and its Guarantee; provided, however, that any such termination shall occur only to the extent that all Obligations of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or such Subsidiary Guarantor. Subject to Section 8.07, upon Guarantor under the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed released from New Bank Credit Facility and all of its Guarantee guarantees of, and related obligations in this Indenture without any further action by the Trusteeunder all of its pledges of assets or other security interests which secure, Indebtedness of the Company shall also terminate upon such 84 release, sale or any Subsidiary Guarantortransfer. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a written request by the Company accompanied by an Officers’ ' Certificate and, in certifying as to the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of compliance with this Section 10.04, an Opinion of Counsel certifying that such sale or 11.04 and the other disposition was made by the Company in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities Notes as provided in this Article TenEleven.

Release of a Subsidiary Guarantor. Upon (i) the release by the lenders under the Term Loans, related documents and future refinancings thereof of all guarantees of a Subsidiary Guarantor and all Liens on the property and assets of such Subsidiary Guarantor relating to such Indebtedness, or (ii) the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Subsidiary Guarantor (or all or substantially all of its assets) or (ii) the cessation by to an entity which is not a Subsidiary Guarantor to guarantee any other Indebtedness of the Company and which sale or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amount, in each case which disposition is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02, such Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations in under this Indenture Article Eleven without any further action by required on the Trusteepart of the Trustee or any Holder; provided, however, that any such termination shall occur only to the Company or extent that all obligations of such Subsidiary Guarantor. Subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed released from under all of its Guarantee guarantees of, and related obligations in this Indenture without any further action by the Trusteeunder 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 any Subsidiary Guarantortransfer. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ ' Certificate and, in certifying as to the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of compliance with this Section 10.04, an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture11.04. Any Subsidiary Guarantor Guaran- 108 -99- tor not so released remains liable for the full amount of principal of and interest on on, and all other obligations under, the Securities as provided in this Article TenEleven.

Release of a Subsidiary Guarantor. Upon (i) the sale or disposition of a Subsidiary Guarantor (or all or substantially all of its assets) or (ii) the cessation by a Subsidiary Guarantor to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amount, in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.0210.03, such Subsidiary Guarantor shall be deemed automatically released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or such Subsidiary Guarantor. Subject to Section 8.078.08, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 8.03 or 8.03 8.04 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed automatically released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or any Subsidiary Guarantor. The Trustee shall deliver an appropriate instrument evidencing any such release upon receipt of a written request by the Company accompanied by an Officers’ Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this IndentureCertificate. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities as provided in this Article Ten.

Release of a Subsidiary Guarantor. Upon (i) the sale or disposition of all the Capital Stock of a Subsidiary Guarantor (or all or substantially all of its assets) ), in any case whether by way of merger, consolidation or otherwise or (ii) subject, in the case of a Mortgagor, to satisfaction of the requirements set forth in Section 4.01(a)(i) of the Intercreditor Agreement, the cessation by a Subsidiary Guarantor to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor other than a De Minimis Guaranteed Amount, in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.0210.03, such Subsidiary Guarantor shall be deemed automatically released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or such Subsidiary GuarantorGuarantor and, if such Subsidiary Guarantor is a Mortgagor, the Lien on such Mortgagor’s Collateral securing the Parity Lien Obligations (including such Mortgagor’s Guarantee) shall be released. Subject to Section 8.078.08, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 8.03 or 8.03 8.04 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed automatically released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Collateral Trustee, the Company or any Subsidiary Guarantor. The Trustee and the Collateral Trustee, as applicable, shall deliver an appropriate instrument evidencing any such release upon receipt of a written request by the Company accompanied by an Officers’ Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this IndentureCertificate. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities as provided in this Article Ten.

Release of a Subsidiary Guarantor. Upon (i) the release by the lenders under the Senior Credit Facility, related documents and future refinancings thereof of all guarantees of a Subsidiary Guarantor and all Liens on the property and assets of such Subsidiary Guarantor relating to such Indebtedness, or (ii) the sale or disposition of a Subsidiary Guarantor (or all or substantially all of its assets) or (ii) the cessation by to an entity which is not a Subsidiary Guarantor to guarantee any other Indebtedness of the Company or any other (iii) the designation of a Subsidiary Guarantor other than a De Minimis Guaranteed Amountas an Unrestricted Subsidiary which, in each case which case, is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.02, such Subsidiary Guarantor shall be deemed released from all its obligations under this Article Eleven and its Guarantee; PROVIDED, HOWEVER, that any such termination shall occur only to the extent that all Obligations of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or such Subsidiary Guarantor. Subject to Section 8.07, upon Guarantor under the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 or 8.03 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed released from Senior Credit Facility and all of its Guarantee guarantees of, and related obligations in this Indenture without any further action by the Trusteeunder all of its pledges of assets or other security interests which secure, Indebtedness of the Company shall also terminate upon such release, sale or any Subsidiary Guarantortransfer. The Trustee shall deliver an appropriate instrument evidencing such release upon receipt of a written request by the Company accompanied by an Officers’ ' Certificate and, in certifying as to the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of compliance with this Section 10.04, an Opinion of Counsel certifying that such sale or 11.04 and the other disposition was made by the Company in accordance with the provisions of this Indenture. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities Notes as provided in this Article TenEleven.

Release of a Subsidiary Guarantor. Upon (i) the sale or disposition of all the Capital Stock of a Subsidiary Guarantor (or all or substantially all of its assets) ), in any case whether by way of merger, consolidation or otherwise or (ii) subject to satisfaction of the requirements set forth in Section 4.01(a)(i) of the Intercreditor Agreement, the cessation by a Subsidiary Guarantor to guarantee any other Indebtedness of the Company or any other Subsidiary Guarantor other than a the De Minimis Guaranteed Amount, in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.0210.03, such Subsidiary Guarantor shall be deemed automatically released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or such Subsidiary Guarantor and the Lien on such Subsidiary Guarantor’s Collateral securing the Parity Lien Obligations (including such Subsidiary Guarantor’s Guarantee) shall be released. Subject to Section 8.078.08, upon the Company’s election, in compliance with the conditions set forth in Article Eight hereof, to exercise its rights pursuant to either Section 8.02 8.03 or 8.03 8.04 with respect to all outstanding Securities, each Subsidiary Guarantor shall be deemed automatically released from all of its Guarantee and related obligations in this Indenture without any further action by the Trustee, the Collateral Trustee, the Company or any Subsidiary Guarantor. The Trustee and the Collateral Trustee, as applicable, shall deliver an appropriate instrument evidencing any such release upon receipt of a written request by the Company accompanied by an Officers’ Certificate and, in the case of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04, an Opinion of Counsel certifying that such sale or other disposition was made by the Company in accordance with the provisions of this IndentureCertificate. Any Subsidiary Guarantor not so released remains liable for the full amount of principal of and interest on the Securities as provided in this Article Ten.