Common use of Release of a Guarantor Clause in Contracts

Release of a Guarantor. Notwithstanding Section 4.16(a), a Guarantor shall be automatically and unconditionally released from its obligations under its Note Guarantee and its obligations under this Indenture in accordance with Section 4.16(b) or as otherwise expressly permitted by this Indenture. The Trustee shall execute an appropriate instrument prepared by the Co-Issuers evidencing the release of a Guarantor from its obligations under its Note Guarantee upon receipt of a request by the Co-Issuers or such Guarantor accompanied by an Officer’s Certificate and, if requested by the Trustee, an Opinion of Counsel certifying as to the compliance with this Section 10.04; provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Co-Issuers. Except as set forth in Articles Four and Five and this Section 10.04, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into a Co-Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to a Co-Issuer or another Guarantor.

Release of a Guarantor. Notwithstanding Section 4.16(a), (a) Any Guarantee by a Guarantor shall Restricted Subsidiary will be automatically and unconditionally released from its obligations under its Note Guarantee and its obligations under this Indenture discharged, without any further action required on the part of the Trustee or any Holder, upon: (i) any Transfer (including by consolidation or merger) to any Person which is not a Guarantor of all of the Capital Stock held by Parent or any Restricted Subsidiary in, or all or substantially all of the assets of, such Restricted Subsidiary made in compliance with Section 4.13; or (ii) the designation of such Restricted Subsidiary as an Unrestricted Subsidiary in accordance with Section 4.16(b4.11 and the definition of “Unrestricted Subsidiary”; or (iii) or as otherwise expressly permitted by this Indenturethe release of such Guarantor from its guarantee of the Credit Agreement. The Trustee shall execute an appropriate instrument prepared by the Co-Issuers Company evidencing the release of a Guarantor from its obligations under its Note Guarantee upon receipt of a request by the Co-Issuers Company or such Guarantor accompanied by an Officer’s Officers’ Certificate and, if requested by the Trustee, and an Opinion of Counsel certifying as to the compliance with this Section 10.0411.05; provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers’ Certificates of the Co-IssuersCompany. Except as set forth in Articles Four and Five and this Section 10.0411.05, nothing contained in this Indenture or in any of the Notes Securities shall prevent any consolidation or merger of a Guarantor with or into a Co-Issuer the Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to a Co-Issuer the Company or another Guarantor.

Release of a Guarantor. Notwithstanding Section 4.16(a), a Guarantor shall be automatically and unconditionally released from its obligations under its Note Guarantee and its obligations under this Indenture and the Registration Rights Agreement in accordance with Section 4.16(b) or as otherwise expressly permitted by this Indenture. The Trustee shall execute an appropriate instrument prepared by the Co-Issuers evidencing the release of a Guarantor from its obligations under its Note Guarantee upon receipt of a request by the Co-Issuers or such Guarantor accompanied by an Officer’s Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel certifying as to the compliance with this Section 10.04; provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers’ Certificates of the Co-Issuers. Except as set forth in Articles Four and Five and this Section 10.04, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into a Co-Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to a Co-Issuer or another Guarantor.

Release of a Guarantor. Notwithstanding Section 4.16(a), a Guarantor shall be automatically and unconditionally released from its obligations under its Note Guarantee and its obligations under this Indenture in accordance with Section Sections 4.16(b) and 4.16(c) or as otherwise expressly permitted by this Indenture, including Articles Five and Eight hereof. The Trustee and the Security Agent, as applicable, shall execute an appropriate instrument prepared by the Co-Issuers Issuer evidencing the release of a Guarantor from its obligations under its Note Guarantee upon receipt of a request by the Co-Issuers Issuer or such Guarantor accompanied by an Officer’s Certificate and, if requested by the Trustee, and an Opinion of Counsel certifying as each stating that all conditions precedent provided in the Debt Documents relating to the compliance with this Section 10.04release of the Guarantee have been complied with; provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Co-IssuersIssuer. Except as set forth in Articles Four and Five and this Section 10.04, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into a Co-the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to a Co-the Issuer or another Guarantor.

Release of a Guarantor. Notwithstanding Section 4.16(a), a Guarantor shall be automatically and unconditionally released from its obligations under its Note Guarantee and its obligations under this Indenture and the Registration Rights Agreement in accordance with Section 4.16(b) or as otherwise expressly permitted by this Indenture. The Trustee shall execute an appropriate instrument prepared by the Co-Issuers Company evidencing the release of a Guarantor from its obligations under its Note Guarantee upon receipt of a request by the Co-Issuers Company or such Guarantor accompanied by an Officer’s Officers' Certificate and, if requested by the Trustee, an Opinion of Counsel certifying as to the compliance with this Section 10.04; provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Officers' Certificates of the Co-IssuersCompany. Except as set forth in Articles Four and Five and this Section 10.04, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into a Co-Issuer the Company or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to a Co-Issuer the Company or another Guarantor.

Release of a Guarantor. Notwithstanding Section 4.16(a), a Guarantor shall be automatically and unconditionally released from its obligations under its Note Guarantee and its obligations under this Indenture in accordance with Section 4.16(b) or as otherwise expressly permitted by this Indenture. The Trustee shall execute an appropriate instrument such instruments prepared by and at the reasonable request of the Co-Issuers evidencing the release of a Guarantor from its obligations under its Note Guarantee upon receipt of a request by the Co-Issuers or such Guarantor accompanied by an Officer’s Certificate and, if requested by the Trustee, an Opinion of Counsel certifying as to the compliance with this Section 10.04; provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Co-Issuers. Except as set forth in Articles Four and Five and this Section 10.04, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into a Co-Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to a Co-Issuer or another Guarantor.

Release of a Guarantor. Notwithstanding Section 4.16(a), a Guarantor shall be automatically and unconditionally released from its obligations under its Note Guarantee and its obligations under this Indenture and the Registration Rights Agreement in accordance with Section 4.16(b) or as otherwise expressly permitted by this Indenture. The Trustee shall execute an appropriate instrument prepared by the Co-Issuers evidencing the release of a Guarantor from its obligations under its Note Guarantee upon receipt of a request by the Co-Issuers or such Guarantor accompanied by an Officer’s Certificate and, if requested by the Trustee, and an Opinion of Counsel certifying as to the compliance with this Section 10.04; provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Co-Issuers. Except as set forth in Articles Four and Five and this Section 10.04, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into a Co-Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to a Co-Issuer or another Guarantor.

Release of a Guarantor. Notwithstanding Section 4.16(a), a (a) A Guarantor shall be automatically and unconditionally released from its obligations under its Note Guarantee and its obligations under this Indenture in accordance with Section 4.16(b) Sections 4.16 or as otherwise expressly permitted by this Indenture. , including Articles Five and Eight hereof. (b) The Trustee and the Security Agent, as applicable, shall execute an appropriate instrument prepared by the Co-Issuers Issuer evidencing the release of a Guarantor from its obligations under its Note Guarantee upon receipt of a request by the Co-Issuers Issuer or such Guarantor accompanied by an Officer’s Certificate and, if requested by the Trustee, and an Opinion of Counsel certifying as each stating that all conditions precedent provided in the Debt Documents relating to the compliance with this Section 10.04release of the Guarantee have been complied with; provided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officer’s Certificates of the Co-Issuers. Issuer. (c) Except as set forth in Articles Four and Five and this Section 10.04, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into a Co-the Issuer or another Guarantor or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to a Co-the Issuer or another Guarantor.