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 (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 The Subsidiary Guarantee of a Subsidiary Guarantor shall automatically and unconditionally be released and discharged, and no further action by such Subsidiary Guarantor, the Company or the Trustee is required for the release of such Subsidiary Guarantor’s Subsidiary Guarantee, upon: (1) (A) the sale, disposition or other transfer (including through merger or consolidation) of all of the Capital Stock (or any sale, disposition or other transfer of Capital Stock following which such Subsidiary Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of its assets) or (ii) the cessation by a such Subsidiary Guarantor (other than a sale, disposition or other transfer to guarantee any a Restricted Subsidiary) if such sale, disposition or other transfer is permitted by the applicable provisions of this Indenture; provided that (x) all the obligations of such Subsidiary Guarantor under all other Indebtedness of the Company and its Restricted Subsidiaries terminate upon consummation of such transaction and (y) any Investment of the Company or any other Subsidiary Guarantor of the Company (other than a De Minimis Guaranteed Amount, any Subsidiary of such Subsidiary Guarantor) 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 of such release upon receipt of a request by the Company accompanied by an Officers’ Certificate and, Subsidiary Guarantor in the case form of the release of a Subsidiary Guarantor pursuant to clause (i) of the first sentence of this Section 10.04an Obligation or Preferred Stock is repaid, an Opinion of Counsel certifying that satisfied, released and discharged in full upon 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;

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 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 (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 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 (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) 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 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 (ia) 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 (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 another Subsidiary of the Company, other than to the Company or another 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 its Guarantee and related obligations in under this Indenture Article 11 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 Guarantor. Holder. (b) The Trustee shall deliver an appropriate instrument evidencing such the release of a Subsidiary Guarantor upon receipt of a request by the Company or such Subsidiary Guarantor 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 as to the compliance with this Section 11.04, provided the legal counsel delivering such sale Opinion of Counsel may rely as to matters of fact on one or other disposition was made more Officers’ Certificates. The Trustee shall execute any documents reasonably requested by the Company in accordance with the provisions of this Indenture. Any or a Subsidiary Guarantor not so released remains liable for in order to evidence the full amount release of principal of and interest such Subsidiary Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Article 11. Except as provided set forth in Article 5 and this Section 11.04, nothing contained in this Article TenIndenture or in any of the Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another Subsidiary Guarantor.

Release of a Subsidiary Guarantor. Upon (ia) In the event of either (a) a sale or other disposition of a Subsidiary Guarantor (or all or substantially all of its assets) the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor, or (iib) in the cessation by event that the Company designates a Subsidiary Guarantor to guarantee any be an Unrestricted Subsidiary, or such Subsidiary Guarantor ceases to be a Subsidiary of the Company, then such Subsidiary Guarantor (in the event of a sale or other Indebtedness disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor to a Person other than the Company or any other a Subsidiary Guarantor or any such designation) or the entity acquiring the property (in the event of a sale or other than disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be released and relieved of any obligations under its Guarantee; provided that the Net Cash Proceeds of such sale or other disposition are applied in accordance with Section 4.15 or 4.16, as applicable. (b) In the case of a De Minimis Guaranteed Amountsale, assignment, lease, transfer, conveyance or other disposition of all or substantially all of the assets of a Subsidiary Guarantor, upon the assumption provided for in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.0211.5(b), such Subsidiary Guarantor shall be deemed released discharged from all of its Guarantee further liability and related obligations in this Indenture without any further action by obligation under 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. Indenture. (c) 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 11.3 and the other disposition was made by the Company in accordance with the provisions of this Indenture. . (d) 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 TenXI.

Release of a Subsidiary Guarantor. Upon A Subsidiary Guarantor’s Notes Guarantee shall terminate and be of no further force and effect and such Subsidiary Guarantor shall be deemed to be released from all obligations under this Article X: (a) upon (i) the sale or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor (including the sale or all disposition of Equity Interests of a Subsidiary Guarantor) following which such Subsidiary Guarantor is no longer a Subsidiary of the Issuer or substantially all of its assets) the Company or (ii) the cessation by sale or disposition of all or substantially all the assets of a Subsidiary Guarantor Guarantor, in each case other than to guarantee any other Indebtedness the Company, the Issuer or an Affiliate of the Company or any other the Issuer and as otherwise permitted by this Indenture, and the Issuer provides an Officers’ Certificate to the Trustee to the effect that the Issuer will comply with its obligations under this Indenture respect of such disposition; (b) upon the designation of a Subsidiary Guarantor other than a De Minimis Guaranteed Amount, as an Unrestricted Subsidiary if permitted in each case which is otherwise in compliance accordance with the terms of this Indenture, including but not limited to , (c) upon exercise by the provisions of Section 10.02, such Subsidiary Guarantor shall be deemed released from all Issuer of its Guarantee and related option to elect Covenant Defeasance or Legal Defeasance pursuant to Article VIII, or (d) upon the discharge of the Issuer’s obligations in under this Indenture without any further action by Indenture. At the Trusteerequest of the Issuer, 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 execute and deliver an appropriate instrument (the form of such instrument to be provided by the Issuer) 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 Tenrelease.

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 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 (a) In the event of (i) the a sale or other disposition of a Subsidiary Guarantor (or all or substantially all of its assets) the assets of any Subsidiary Guarantor or the sale of a Subsidiary Guarantor by way of merger, consolidation or otherwise, that, in each case, complies with the provisions set forth in Section 10.14 of this Indenture, (ii) the cessation by a Subsidiary Guarantor becoming an Unrestricted Subsidiary pursuant to guarantee any the terms of this Indenture or (iii) a sale or other Indebtedness disposition of all of the Company or Capital Stock of any other Subsidiary Guarantor other than a De Minimis Guaranteed Amountthat complies with the provisions set forth in Section 10.14 of this Indenture, then such Subsidiary Guarantor or the Person acquiring such assets, as applicable, shall be immediately released and relieved of any obligations under its Subsidiary Guarantee without any further action, provided that the Company complies with the provisions of the covenant described in each case which is otherwise in compliance with Section 10.14 of this Indenture. Upon release of any Subsidiary Guarantor from its Subsidiary Guarantee pursuant to the terms of this Indenture, including but each other Subsidiary Guarantor not limited so released shall remain liable for the full amount of principal of, and interest on, the Notes as and to the provisions of Section 10.02, such Subsidiary Guarantor shall be deemed released from all of its Guarantee and related obligations extent provided 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. Indenture. (b) The Trustee shall deliver an appropriate instrument evidencing such the release of a Subsidiary Guarantor upon receipt of a request by of the Company accompanied by an Officers’ Certificate and, in and an opinion of counsel 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 Indenture12.10. Any Subsidiary Guarantor not so released remains or the entity surviving such Subsidiary Guarantor, as applicable, will 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 TenTwelve.

Release of a Subsidiary Guarantor. Upon 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 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 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. 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 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 (ia) the sale or disposition of a A Subsidiary Guarantor shall be automatically and unconditionally released from its Guarantee without any action required on the part of the Trustee or any Holder: (1) if (a) all of the Capital Stock issued by such Subsidiary Guarantor or all or substantially all of its assets) or (ii) the cessation by a assets of such Subsidiary Guarantor are sold or otherwise disposed of (including by way of merger or consolidation) to guarantee any a Person other Indebtedness of than the Company Issuer or any other Subsidiary Guarantor other than or (b) such Subsidiary Guarantor ceases to be a De Minimis Guaranteed AmountRestricted Subsidiary, and the Issuer otherwise complies, to the extent applicable, with Section 4.11 hereof; (2) if the Issuer designates such Subsidiary Guarantor as an Unrestricted Subsidiary in each case which is otherwise in compliance accordance with the terms of this Indenture, including but not limited to ; (3) if the provisions Issuer exercises its legal defeasance option or its covenant defeasance option in accordance with Section 8.01 hereof; or (4) upon satisfaction and discharge 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 in accordance with Section 11.01 hereof or payment in full in cash of the Trusteeprincipal of, premium, if any, accrued and unpaid interest on the Notes and all other Obligations that are then due and payable. At the Issuer’s request and expense, 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 Trustee will promptly execute 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 release. 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 may also be released from its obligations under its Guarantee in accordance connection with the provisions a permitted amendment 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) (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 (ia) In the event of either (a) a sale or other disposition of a Subsidiary Guarantor (or all or substantially all of its assets) the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor, or (iib) in the cessation by event that the Company designates a Subsidiary Guarantor to guarantee any other Indebtedness be an Unrestricted Subsidiary, or such Subsidiary Guarantor ceases to be a Subsidiary of the Company Company, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor or any such designation) or the entity acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor Guarantor) shall be released and relieved of any obligations under its Note Guarantee; provided that the Net Cash Proceeds of such sale or other than disposition are applied in accordance with Section 4.15 or 4.16, as applicable. (b) In the case of a De Minimis Guaranteed Amountsale, assignment, lease, transfer, conveyance or other disposition of all or substantially all of the assets of a Subsidiary Guarantor, upon the assumption provided for in each case which is otherwise in compliance with the terms of this Indenture, including but not limited to the provisions of Section 10.0211.5(b), such Subsidiary Guarantor shall be deemed released discharged from all of its Guarantee further liability and related obligations in this Indenture without any further action by obligation under 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. Indenture. (c) 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 11.3 and the other disposition was made by the Company in accordance with the provisions of this Indenture. . (d) 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 TenXI.

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.