Common use of Release of a Subsidiary Guarantor Clause in Contracts

Release of a Subsidiary Guarantor. (a) If no 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 Issuers or a Restricted Subsidiary of the Issuers in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied 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 Five (in each case, other than to an Issuer or an Affiliate of an Issuer or a Restricted Subsidiary), such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article Eleven.

Release of a Subsidiary Guarantor. (a) If no Default exists or would exist under this Second Supplemental Indenture, (i) upon the sale or disposition of all of the Capital Stock of a Subsidiary Guarantor by the Issuers either Issuer or a Restricted Subsidiary of the Issuers such Issuer in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied Disposition in accordance with Section 4.164.15, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person in compliance with Article Five V (in each case, other than to an the Issuer or an Affiliate of an the Issuer or a Restricted Subsidiary), or (ii) upon the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the second paragraph of the definition of “Unrestricted Subsidiary” or in connection with any Legal Defeasance or satisfaction and discharge of the Notes as provided in Section 8.1, such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations under this Article Eleven XI without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of or designated in accordance with this Second Supplemental Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee as provided in this Article ElevenXI.

Release of a Subsidiary Guarantor. (a) If no 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 Issuers Company or a Restricted Subsidiary of the Issuers Company in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied in accordance with Section 4.164.15, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person in compliance with Article Five (in each case, other than to an Issuer the Company or an Affiliate of an Issuer the Company), or a Restricted Subsidiary)if any Subsidiary Guarantor is dissolved or liquidated in accordance with this Indenture, such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations under this Article Eleven Twelve without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article ElevenTwelve.

Release of a Subsidiary Guarantor. (a) If no Default exists Upon (i) the sale, exchange or would exist under this Indenture, upon transfer to any Person (other than an Affiliate of the sale or disposition Issuer) of all of the Capital Stock of a Subsidiary Guarantor owned directly or indirectly by the Issuers Issuer or a any Restricted Subsidiary of the Issuers in a transaction constituting an Asset Sale Issuer, (ii) the Net Cash Proceeds of which are applied in accordance with Section 4.16, or upon the consolidation or merger designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture or into any Person (iii) the defeasance or discharge of the Securities in compliance accordance with Article Five (in each case, other than to an Issuer or an Affiliate the terms of an Issuer or a Restricted Subsidiary)this Indenture, such Subsidiary Guarantor and Guarantor's (or, in the case of clause (iii), each Subsidiary of Guarantor's) Note Guarantee shall be automatically and unconditionally discharged and such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations under this Article Eleven XII without any further action required on the part of the Subsidiary Guarantor, the Issuer, the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Note Guarantee as provided in this Article ElevenXII.

Release of a Subsidiary Guarantor. (a) If no 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 Issuers Issuer or a Restricted Subsidiary of the Issuers Issuer in a transaction constituting an Asset Sale Sale, the Net Cash Proceeds of which are applied 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 Five (in each case, other than to an Issuer or an Affiliate of an Issuer or a Restricted Subsidiary), such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations under this Article Eleven without any further action required on the part of the Trustee or any HolderHolder and all Collateral owned by such Person shall be released to the extent set forth in Section 12.04; providedPROVIDED, howeverHOWEVER, that each such Subsidiary 63 Guarantor is sold or disposed of in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article Eleven.

Release of a Subsidiary Guarantor. (a) If no Default or Event of Default exists or would exist under this Indenture, Indenture upon the sale or disposition of all of the Capital Stock of a Subsidiary Guarantor by the Issuers Company or a Restricted Subsidiary of the Issuers Company in a transaction constituting an Asset Sale Sale, the Net Cash Proceeds of which are applied in accordance with Section 4.164.15, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person in compliance with Article Five (in each case, other than to an Issuer the Company or an Affiliate of an Issuer the Company or a Restricted Subsidiary), such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations Obligations under this Article Eleven and its Subsidiary Guarantee without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of in accordance with this IndentureIndenture and, provided, further, that any such release shall occur only to the extent that all Obligations of such Subsidiary Guarantor under its Subsidiary Guarantee, and under any Subsidiary Security Agreement shall also terminate or be released upon such sale or transfer. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee and any Subsidiary Security Agreement as provided in this Article ElevenIndenture.

Release of a Subsidiary Guarantor. (a) If no 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 Issuers Company or a Restricted Subsidiary of the Issuers Company or upon the sale of all or substantially all of the assets of such Subsidiary Guarantor in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied 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 Five (in each case, other than to an Issuer the Company or an Affiliate of an Issuer the Company or a Restricted Subsidiary), or if any Subsidiary Guarantor is dissolved or liquidated in accordance with this Indenture, such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations under this Article Eleven Twelve without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article ElevenTwelve.

Release of a Subsidiary Guarantor. (a) If no 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 Issuers Company or a Restricted Subsidiary of the Issuers Company in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied 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 Five (in each case, other than to an Issuer the Company or an Affiliate of an Issuer the Company or a Restricted Subsidiary), or if any Subsidiary Guarantor is dissolved or liquidated in accordance with this Indenture, or if a Subsidiary Guarantor is designated an Unrestricted Subsidiary in accordance with Section 4.14, such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations under this Article Eleven Twelve without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article ElevenTwelve.

Release of a Subsidiary Guarantor. (a) If no 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 Issuers or a Restricted Subsidiary of the Issuers in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied 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 Five (in each case, other than to an Issuer the Issuers or an Affiliate of an Issuer the Issuers or a Restricted Subsidiary), such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations under this Article Eleven without any further action required on the part of the Trustee or any HolderHolder and all Collateral owned by such Person shall be released to the extent set forth in Section 12.04; provided, however, that each such Subsidiary Guarantor is sold or disposed of in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article Eleven.

Release of a Subsidiary Guarantor. (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 the Issuers Issuer or a Restricted Re- stricted Subsidiary of the Issuers such Issuer in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied 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 Five V (in each case, other than to an either Issuer or an Affiliate of an the Issuer or a Restricted Subsidiary), or (ii) upon the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance the requirements therefor set forth in the definition of “Unrestricted Subsidiary” or in connection with any Legal Defeasance or satisfaction and discharge of the Notes as provided in Section 8.1, such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations under this Article Eleven XII without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of or designated in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee as provided in this Article ElevenXII.

Release of a Subsidiary Guarantor. (a) If no Default exists or would exist under this Third Supplemental Indenture, (i) upon the sale or disposition of all of the Capital Stock of a Subsidiary Guarantor by the Issuers either Issuer or a Restricted Subsidiary of the Issuers such Issuer in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied Disposition in accordance with Section 4.164.15, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person in compliance with Article Five V (in each case, other than to an the Issuer or an Affiliate of an the Issuer or a Restricted Subsidiary), or (ii) upon the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the second paragraph of the definition of “Unrestricted Subsidiary” or in connection with any Legal Defeasance or satisfaction and discharge of the Notes as provided in Section 8.1, such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations under this Article Eleven XI without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of or designated in accordance with this Third Supplemental Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee as provided in this Article ElevenXI.

Release of a Subsidiary Guarantor. (a) If no Default exists or would exist under this First Supplemental Indenture, (i) upon the sale or disposition of all of the Capital Stock of a Subsidiary Guarantor by the Issuers either Issuer or a Restricted Subsidiary of the Issuers such Issuer in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied Disposition in accordance with Section 4.164.15, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person in compliance with Article Five V (in each case, other than to an the Issuer or an Affiliate of an the Issuer or a Restricted Subsidiary), or (ii) upon the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the second paragraph of the definition of “Unrestricted Subsidiary” or in connection with any Legal Defeasance or satisfaction and discharge of the Notes as provided in Section 8.1, such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations under this Article Eleven XI without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of or designated in accordance with this First Supplemental Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee as provided in this Article ElevenXI.

Release of a Subsidiary Guarantor. (a) If no Default exists Upon (i) the sale, exchange or would exist under this Indenture, upon other transfer to any Person (other than an Affiliate of the sale or disposition Issuer) of all of the Capital Stock of a Subsidiary Guarantor owned directly or indirectly by the Issuers Issuer or a any Restricted Subsidiary of the Issuers in a transaction constituting an Asset Sale Issuer, (ii) the Net Cash Proceeds of which are applied in accordance with Section 4.16, or upon the consolidation or merger designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture or into any Person (iii) the defeasance or discharge of the Securities in compliance accordance with Article Five (in each case, other than to an Issuer or an Affiliate the terms of an Issuer or a Restricted Subsidiary)this Indenture, such Subsidiary Guarantor and Guarantor’s (or, in the case of clause (iii), each Subsidiary of Guarantor’s) Note Guarantee shall be automatically and unconditionally discharged and such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations under this Article Eleven XII without any further action required on the part of the Subsidiary Guarantor, the Issuer, the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Note Guarantee as provided in this Article ElevenXII.

Release of a Subsidiary Guarantor. (a) If Concurrently --------------------------------- with any sale, exchange or transfer (by merger or otherwise) to any Person who is not a Restricted Subsidiary by the Company or a Restricted Subsidiary of all of the Company's and each Restricted Subsidiary's Capital Stock in, or all or substantially all of the assets of, such Subsidiary Guarantor (which sale, exchange or transfer is not prohibited by this Indenture), such Subsidiary Guarantor will automatically and unconditionally be released and discharged from all obligations under its Subsidiary Guaranty; provided that no Indebtedness under any Debt Securities or Subordinated Indebtedness of such Subsidiary Guarantor is being assumed by the Person to whom such sale or disposition is made; provided, further, that the foregoing proviso shall not apply to the sale or disposition of a Subsidiary Guarantor in a foreclosure to the extent that such proviso would be inconsistent with applicable law. In addition, if no Default exists or would exist under this Indenture, upon at the sale or disposition of all request of the Capital Stock of Company, a Subsidiary Guarantor by the Issuers or a Restricted Subsidiary of the Issuers in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied 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 Five (in each case, other than to an Issuer or an Affiliate of an Issuer or a Restricted Subsidiary), such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also not a Leveraged Subsidiary Guarantor shall will be deemed released from all obligations under this Article Eleven without any further action required on its Subsidiary Guaranty if the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of in accordance with this Indenture. Any Subsidiary Guarantor not so Guarantors have been unconditionally released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable from their obligations under its Guarantee as provided in this Article Elevenall Debt Securities and Subordinated Indebtedness.

Release of a Subsidiary Guarantor. (a) If no Default exists Upon (i) the sale, exchange, transfer or would exist under this Indenture, upon the sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor by the Issuers Issuer or a any Restricted Subsidiary of the Issuers in a transaction constituting an Asset Sale Issuer (ii) the Net Cash Proceeds of which are applied in accordance with Section 4.16, or upon the consolidation or merger designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture or into any Person (iii) the defeasance or discharge of the Securities in compliance accordance with Article Five (in each case, other than to an Issuer or an Affiliate the terms of an Issuer or a Restricted Subsidiary)this Indenture, such Subsidiary Guarantor and Guarantor’s (or, in the case of clause (iii), each Subsidiary of Guarantor’s) Subsidiary Guarantee shall be automatically discharged and such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations under this Article Eleven without any further action required on the part of the Subsidiary Guarantor, the Issuer, the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee as provided in this Article Eleven.

Release of a Subsidiary Guarantor. (a) If no 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 Issuers Company or a Restricted Subsidiary of the Issuers Company in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied 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 Five (in each case, other than to an Issuer the Company or an Affiliate of an Issuer the Company or a Restricted Subsidiary), such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations Obligations under this Article Eleven Twelve and its Subsidiary Guarantee without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee as provided in this Article ElevenTwelve.

Release of a Subsidiary Guarantor. (a) If no 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 Issuers or a Restricted Subsidiary of the Issuers Company, in a transaction constituting or series of related transactions that either (i) does not constitute an Asset Sale or (ii) constitutes an Asset Sale the Net Cash Proceeds of which are applied in accordance with Section 4.164.15, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person in compliance with Article Five (in each case, other than to an Issuer the Company or an Affiliate of an Issuer or a Restricted Subsidiarythe Company), or if any Subsidiary Guarantor is dissolved or liquidated in accordance with this Indenture, or if a Subsidiary Guarantor is designated an Unrestricted Subsidiary in accordance with Section 4.16, such Subsidiary Guarantor's Guarantee will be automatically discharged and released, and such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed automatically discharged released from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article Eleven.

Release of a Subsidiary Guarantor. (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 the Issuers Company or a Restricted Subsidiary of the Issuers Company in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied 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 Five (in each case, other than to an Issuer the Company or an Affiliate of an Issuer the Company or a Restricted Subsidiary), or (ii) upon the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with Section 4.14, such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations under this Article Eleven Twelve without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of or designated in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article ElevenTwelve.

Release of a Subsidiary Guarantor. (a) If no 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 Issuers Company or a Restricted Subsidiary of the Issuers Company in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied 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 Five (in each case, other than to an Issuer the Company or an Affiliate of an Issuer the Company or a Restricted Subsidiary), such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations under this Article Eleven Twelve without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article ElevenTwelve.

Release of a Subsidiary Guarantor. (a) If no 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 Issuers Company or a Restricted Subsidiary of the Issuers Company in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied in accordance with Section 4.164.15, or upon the consolidation or merger of a Subsidiary Guarantor with or into any Person in compliance with Article Five (in each case, other than to an Issuer the Company or an Affiliate of an Issuer the Company), or a Restricted Subsidiary)if any Subsidiary Guarantor is dissolved or liquidated in accordance with this Indenture, such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article Eleven.

Release of a Subsidiary Guarantor. (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 the Issuers either Issuer or a Restricted Subsidiary of the Issuers such Issuer in a transaction constituting an Asset Sale the Net Cash Proceeds of which are applied 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 Five V (in each case, other than to an either Issuer or an Affiliate of an either Issuer or a Restricted Subsidiary), or (ii) upon the designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the second paragraph of the definition of “Unrestricted Subsidiary” or in connection with any Legal Defeasance or satisfaction and discharge of the Notes as provided in Section 8.1, such Subsidiary Guarantor and each Subsidiary of such Subsidiary Guarantor that is also a Subsidiary Guarantor shall be deemed released from all obligations under this Article Eleven XII without any further action required on the part of the Trustee or any Holder; provided, however, that each such Subsidiary Guarantor is sold or disposed of or designated in accordance with this Indenture. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guarantee as provided in this Article ElevenXII.