Common use of Release of a Subsidiary Guarantor Clause in Contracts

Release of a Subsidiary Guarantor. Upon the sale or disposition (whether by merger, stock purchase, asset sale or otherwise) of a Subsidiary Guarantor (or all or substantially all its assets) which sale or disposition is otherwise in compliance with the terms of this Indenture, then such Subsidiary Guarantor (in the event of a sale or other disposition of Capital Stock of such Subsidiary Guarantor) or the Person 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 automatically and unconditionally released and discharged from all obligations under this Article Nine without any further action required on the part of the Trustee or any Holder. 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 Opinion of Counsel certifying as to the compliance with this Section 9.03. Any Guarantor not released in accordance with this Section 9.03 remains liable for the full amount of principal of and interest on the Securities as provided in this Article Nine.

Release of a Subsidiary Guarantor. Upon the sale or disposition (whether by merger, stock purchase, consolidation, dissolution, asset sale or otherwise) of a Subsidiary Guarantor (or all or substantially all its assets) to an entity which is not a Subsidiary of the Company and which sale or disposition is otherwise in compliance with the terms of this IndentureAgreement, then such Subsidiary Guarantor (in the event of a sale or other disposition of Capital Stock of such Subsidiary Guarantor) or the Person 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 automatically and unconditionally released and discharged from all obligations under this Article Nine 10 without any further action required on the part of the Trustee Administrative Agent or any HolderLender; provided that any such termination shall occur only to the extent 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, any Indebtedness of the Company shall also terminate upon such release, sale or transfer. The Trustee Administrative Agent shall promptly deliver an appropriate instrument evidencing any such release upon receipt of a request by the Company accompanied by an Officers' Certificate and Opinion of Counsel certifying as to the compliance with this Section 9.0310.3. Any Subsidiary Guarantor not so released in accordance with this Section 9.03 remains liable for the full amount of principal of and interest on the Securities Loan as provided in this Article Nine10.

Release of a Subsidiary Guarantor. Upon Upon (i) a defeasance of the sale Notes in accordance with the terms of Section 8.02 or disposition 8.03, or (whether by mergerii) subject to the requirements of Section 5.01, stock purchase, asset sale or otherwise) of a Subsidiary Guarantor (or all or substantially all its assetsof the assets of any Subsidiary Guarantor or all of the equity interests of any Subsidiary Guarantor are sold (including by issuance or otherwise) which sale by the Company in a transaction constituting an Asset Disposition, and if (x) the Net Cash Proceeds from such Asset Disposition are used in accordance with Section 4.16 or disposition is otherwise (y) the Company delivers to the Trustee an Officers' Certificate to the effect that the Net Cash Proceeds from such Asset Disposition shall be used in compliance accordance with Section 4.16 and within the terms of this Indenturetime limits specified by Section 4.16, then such Subsidiary Guarantor (in the event of a sale or other disposition of Capital Stock all of the equity interests of such Subsidiary Guarantor) or the Person 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 automatically and unconditionally released and discharged from all of its Subsidiary Guarantee obligations under in respect of this Article Nine without any further action required on Indenture and the part of the Trustee or any Holder. 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 Opinion of Counsel certifying as to the compliance with this Section 9.03Notes. Any Subsidiary Guarantor not so released in accordance with this Section 9.03 remains liable for the full amount of principal of and interest on the Securities Notes as provided in this Article NineEleven.