Common use of Release of Guarantor Clause in Contracts

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or Holdings and its Subsidiaries have sold all of the Equity Interests of the Guarantor owned by them, in each case in a transaction in compliance with Sections 4.10 and 5.1 hereof to the extent applicable; (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers or another Guarantor in a transaction in compliance with Section 5.1 hereof; or (iii) the Guarantor has been designated as an Unrestricted Subsidiary pursuant to, and in compliance with, Section 4.13 of this Indenture; and in each such case, each of the Issuers has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with. At the written request of the Issuers, the Trustee will promptly execute and deliver appropriate instruments in forms reasonably acceptable to the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisions.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Note Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or Holdings the Issuer and its Restricted Subsidiaries have sold all of the Equity Interests of the Guarantor owned by them, in each case in a transaction in compliance with the terms of this Indenture (including Sections 4.10 and 5.1 hereof to the extent applicable5.01); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers Issuer or another Guarantor in a transaction in compliance with Section 5.1 hereof5.01; or (iii) the Guarantor has been is designated as an Unrestricted Subsidiary pursuant to, and in compliance with, Section 4.13 with the terms of this Indenture; and in each such case, each of the Issuers Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied withwith and that such release is authorized and permitted hereunder. At the written request If all of the Issuersconditions to release contained in this Section 10.05 have been satisfied, the Trustee will promptly shall execute any documents reasonably requested by the Issuer or any Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and deliver appropriate instruments in forms reasonably acceptable to the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisionsunder this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Note Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or Holdings the Issuer and its Restricted Subsidiaries have sold all of the Equity Interests of the Guarantor owned by them, in each case in a transaction in compliance with the terms of this Indenture (including Sections 4.10 and 5.1 hereof to the extent applicable5.01); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers Issuer or another Guarantor in a transaction in compliance with Section 5.1 hereof5.01; or (iii) the Guarantor has been is designated as an Unrestricted Subsidiary pursuant to, and in compliance with, Section 4.13 with the terms of this Indenture; and in each such case, each of the Issuers Guarantor has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied withwith and that such release is authorized and permitted hereunder. At the written request If all of the Issuersconditions to release contained in this Section 10.05 have been satisfied, the Trustee will promptly shall execute any documents reasonably requested by the Issuer or any Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guarantee endorsed on the Notes and deliver appropriate instruments in forms reasonably acceptable to the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisionsunder this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or Holdings the Company and its Restricted Subsidiaries have sold all of the Equity Interests Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of the Indenture (including Sections 4.10 and 5.1 hereof to the extent applicable5.01 thereof); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers Company or another Guarantor in a transaction in compliance with Section 5.1 hereof5.01 of the Indenture; or (iii) the Guarantor has been is designated as an Unrestricted Subsidiary pursuant to, and in compliance with, with the terms of the Indenture (including Section 4.13 of this Indenture4.07 thereof); and in each such case, each of the Issuers Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied withwith and that such release is authorized and permitted hereunder and under the Indenture. At the written request If all of the Issuersconditions to release contained in this Section 2.04 and the Indenture have been satisfied, the Trustee will promptly shall execute any documents reasonably requested by the Company or any Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and deliver appropriate instruments in forms reasonably acceptable to under Article Ten of the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisionsIndenture.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or Holdings the Company and its Restricted Subsidiaries have sold all of the Equity Interests Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of this Indenture (including Sections 4.10 and 5.1 hereof to the extent applicable5.01 hereof); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers Company or another Guarantor in a transaction in compliance with Section 5.1 5.01 hereof; or (iii) the Guarantor has been is designated as an Unrestricted Subsidiary pursuant to, and in compliance with, Section 4.13 with the terms of this Indenture; and in each such case, each of the Issuers Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied withwith and that such release is authorized and permitted hereunder. At the written request If all of the Issuersconditions to release contained in this Section 10.05 have been satisfied, the Trustee will promptly shall execute any documents reasonably requested by the Company or any Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and deliver appropriate instruments in forms reasonably acceptable to the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisionsunder this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or Holdings the Company and its Restricted Subsidiaries have sold all of the Equity Interests Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of the Indenture (including Sections 4.10 and 5.1 hereof to the extent applicable5.01 thereof); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers Company or another Guarantor in a transaction in compliance with Section 5.1 hereof5.01 of the Indenture; or (iii) the Guarantor has been is designated as an Unrestricted Subsidiary pursuant to, and in compliance with, Section 4.13 with the terms of this the Indenture; and in each such case, each of the Issuers Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein herexin provided for relating to such transactions have been complied withwith and that such release is authorized and permitted hereunder and under the Indenture. At the written request If all of the Issuersconditions to release contained in this Section 2.04 and the Indenture have been satisfied, the Trustee will promptly shall execute any documents reasonably requested by the Company or any Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and deliver appropriate instruments in forms reasonably acceptable to under Article Ten of the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisionsIndenture.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or Holdings the Issuer and its Restricted Subsidiaries have sold all of the Equity Interests Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of this Indenture (including Sections 4.10 4.12, 4.14 and 5.1 hereof to 5.01); provided that the extent applicableAsset Sale Proceeds of such sale are applied in accordance with this Indenture; (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers Issuer or another Guarantor in a transaction in compliance with the terms of this Indenture (including Section 5.1 hereof5.01); or (iii) the Guarantor has been is designated as an Unrestricted Subsidiary pursuant to, and in compliance with, Section 4.13 with the terms of this IndentureIndenture (including Section 4.07); and in each such case, each of the Issuers Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with. At The Trustee shall execute any documents reasonably requested by the written request Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Issuers, the Trustee will promptly execute Notes and deliver appropriate instruments in forms reasonably acceptable to the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisionsunder this Article 10.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or Holdings the Company and its Restricted Subsidiaries have sold all of the Equity Interests Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with Sections 4.10 and 5.1 hereof to the extent applicable;5.01 hereof; or (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers Company or another Guarantor in a transaction in compliance with Section 5.1 5.01 hereof; or (iii) the Guarantor has been designated as an Unrestricted Subsidiary pursuant to, and in compliance with, Section 4.13 of this Indenture; and in each such case, each of the Issuers such Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied withwith or (b) all other guarantees in respect of borrowed money made by such Guarantor have been fully released and terminated. At The Trustee shall, at the written sole cost and expense of the Company and upon receipt at the reasonable request of the IssuersTrustee of an Opinion of Counsel that the provisions of this Section 11.05 have been complied with, the Trustee will promptly execute deliver an appropriate instrument evidencing such release, and deliver appropriate instruments in forms take such other actions as may be reasonably acceptable necessary or desirable, upon receipt of a Company Request accompanied by an Officers' Certificate certifying as to the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisionscompliance with this Section 11.05.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or Holdings the Successor Company and its Restricted Subsidiaries have sold all of the Equity Interests Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of the Indenture (including Sections 4.10 and 5.1 hereof to the extent applicable5.01 thereof); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers Successor Company or another Guarantor in a transaction in compliance with Section 5.1 hereof5.01 of the Indenture; or (iii) the Guarantor has been is designated as an Unrestricted Subsidiary pursuant to, and in compliance with, with the terms of the Indenture (including Section 4.13 of this Indenture4.07 thereof); and in each such case, each of the Issuers Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied withwith and that such release is authorized and permitted hereunder and under the Indenture. At the written request If all of the Issuersconditions to release contained in this Section 2.04 and the Indenture have been satisfied, the Trustee will promptly shall execute any documents reasonably requested by the Successor Company or any Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and deliver appropriate instruments in forms reasonably acceptable to under Article Ten of the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisionsIndenture.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Subsidiary Guarantee if: (ia) the Guarantor has sold all or substantially all of its assets or Holdings the Issuer and its Restricted Subsidiaries have sold all of the Equity Interests Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of this Indenture (including Sections 4.10 4.11, 4.17 and 5.1 hereof to 5.01); provided that the extent applicableAsset Sale Proceeds of such sale are applied in accordance with this Indenture; (iib) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers Issuer or another Guarantor in a transaction in compliance with the terms of this Indenture (including Section 5.1 hereof5.01); or (iiic) the Guarantor has been is designated as an Unrestricted Subsidiary pursuant to, and in compliance with, Section 4.13 with the terms of this IndentureIndenture (including Section 4.18); and in each such case, each of the Issuers Issuer has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied withwith and that such release is authorized and permitted hereunder. At The Trustee shall execute any documents reasonably requested by the written request Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Issuers, the Trustee will promptly execute Notes and deliver appropriate instruments in forms reasonably acceptable to the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisionsunder this Article 10.

Release of Guarantor. A Guarantor shall may, by execution and delivery to the Trustee of a supplemental indenture reasonably satisfactory to the Trustee, be automatically and unconditionally released from all of its obligations under its Guarantee ifupon the occurrence of any of the following: (i) the sale, exchange, transfer or other disposition (other than to any other Guarantor has sold or the Authority) to any Person that is not required to become a Guarantor of all of the Capital Stock of (including by way of merger or consolidation), or all or substantially all the assets of, such Guarantor, which sale, exchange or transfer is made in accordance with the provisions of its assets or Holdings and its Subsidiaries have sold all of the Equity Interests of the Guarantor owned by them, in each case in a transaction in compliance with Sections this Indenture (including without limitation Section 4.10 and 5.1 hereof to the extent applicablehereof); (ii) the such Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either otherwise ceases to be a Subsidiary of the Issuers or another Guarantor Authority in a transaction permitted by this Indenture; (iii) such Guarantor ceases to guarantee any other Indebtedness of the Authority or ceases to be obligated on other Indebtedness in compliance with Section 5.1 hereofexcess of $50.0 million; or (iiiiv) the designation of such Guarantor has been designated as an Unrestricted Subsidiary pursuant to, and in compliance with, Section 4.13 accordance with the provisions of this Indenture; and provided, in each such case, each of the Issuers Authority has delivered to the Trustee an Officers' Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for in this Indenture relating to such transactions have been complied with. At the written request of the Issuers, the Trustee will promptly execute with and deliver appropriate instruments in forms reasonably acceptable to the Issuers evidencing that such release is authorized and further implementing any releases or discharges pursuant to the foregoing provisionspermitted under this Indenture.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or Holdings and its Subsidiaries have sold all of the Equity Interests of the Guarantor owned by them, in each case in a transaction in compliance with Sections 4.10 and 5.1 hereof to the extent applicable; (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers or another Guarantor in a transaction in compliance with Section 5.1 hereof; or (iii) the Guarantor has been designated as an Unrestricted Subsidiary pursuant to, and in compliance with, Section 4.13 of this Indenture; and in each such case, each of the Issuers has delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with. At the written request of the Issuers, the Trustee will promptly execute and deliver appropriate instruments in forms reasonably acceptable to the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisions.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or Holdings the Company and its Restricted Subsidiaries have sold all of the Equity Interests Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of this Indenture (including Sections 4.10 and 5.1 hereof to the extent applicable5.01 hereof); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers Company or another Guarantor in a transaction in compliance with Section 5.1 5.01 hereof; or (iii) the Guarantor has been is designated as an Unrestricted Subsidiary pursuant to, and in compliance with, Section 4.13 with the terms of this IndentureIndenture (including Section 4.08 hereof); and in each such case, each of the Issuers Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied withwith and that such release is authorized and permitted hereunder. At the written request If all of the Issuersconditions to release contained in this Section 10.05 have been satisfied, the Trustee will promptly shall execute any documents reasonably requested by the Company or any Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and deliver appropriate instruments in forms reasonably acceptable to the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisionsunder this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or Holdings the Company and its Restricted Subsidiaries have sold all of the Equity Interests Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of this Indenture (including Sections 4.10 4.09, 4.20 and 5.1 hereof to the extent applicable5.01); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers Company or another Guarantor in a transaction in compliance with the terms of this Indenture (including Section 5.1 hereof5.01); or (iii) the Guarantor has been is designated as an Unrestricted Subsidiary pursuant to, and in compliance with, Section 4.13 with the terms of this IndentureIndenture (including Section 4.08); -104- and in each such case, each of the Issuers such Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied withwith and that such release is authorized and permitted hereunder. At The Trustee shall execute any documents reasonably requested by the written request Company or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Issuers, the Trustee will promptly execute Notes and deliver appropriate instruments in forms reasonably acceptable to the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisionsunder this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or Holdings the Company and its the Restricted Subsidiaries have sold all of the Equity Interests Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of this Indenture (including Sections 4.10 4.13, 4.17, 4.24 and 5.1 hereof to the extent applicable5.01); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers Company or another Guarantor in a transaction in compliance with the terms of this Indenture (including Section 5.1 hereof5.01); or (iii) the Guarantor has been is designated as an Unrestricted Subsidiary pursuant to, and in compliance with, Section 4.13 with the terms of this IndentureIndenture (including Section 4.11); and in each such case, each of the Issuers such Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied withwith and that such release is authorized and permitted hereunder. At The Trustee shall execute any documents reasonably requested by the written request Company or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Issuers, the Trustee will promptly execute Notes and deliver appropriate instruments in forms reasonably acceptable to the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisionsunder this Article 11.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or Holdings the Company and its Restricted Subsidiaries have sold all of the Equity Interests Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of the Indenture (including Sections 4.10 and 5.1 hereof to the extent applicable5.01 thereof); (ii) the Guarantor merges or amalgamates with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers Company or another Guarantor in a transaction in compliance with Section 5.1 hereof5.01 of the Indenture; or (iii) the Guarantor has been is designated as an Unrestricted Subsidiary pursuant to, and in compliance with, Section 4.13 with the terms of this the Indenture; and in each such case, each of the Issuers Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied withwith and that such release is authorized and permitted hereunder and under the Indenture. At the written request If all of the Issuersconditions to release contained in this Section 2.04 and the Indenture have been satisfied, the Trustee will promptly shall execute any documents reasonably requested by the Company or any Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and deliver appropriate instruments in forms reasonably acceptable to under Article Ten of the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisionsIndenture.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or Holdings the Company and its Restricted Subsidiaries have sold all of the Equity Interests Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of the Indenture (including Sections 4.10 and 5.1 hereof to the extent applicable5.01 thereof); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers Company or another Guarantor in a transaction in compliance with Section 5.1 5.01 hereof; or (iii) the Guarantor has been is designated as an Unrestricted Subsidiary pursuant to, and in compliance with, with the terms of the Indenture (including Section 4.13 of this Indenture4.08 thereof); and in each such case, each of the Issuers Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided provide for relating to such transactions transaction have been complied withwith and that such release is authorized and permitted hereunder. At the written request If all of the Issuersconditions to release contained in Section 10.05 of the Indenture have been satisfied, the Trustee will promptly execute shall executed any documents reasonably requested by the Company or any Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and deliver appropriate instruments in forms reasonably acceptable to under Article Ten of the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisionsIndenture.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (ia) the Guarantor has sold all or substantially all of its assets or Holdings the Company and its Restricted Subsidiaries have sold all of the Equity Interests Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with Sections 4.10 4.09 and 5.1 5.01 hereof to and (b) such Guarantor is unconditionally released from all of the extent applicableObligations under the Indebtedness described in Section 4.08 which resulted in the requirement that such Guarantor Guarantee the Notes; (iia) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers Company or another Guarantor in a transaction in compliance with Section 5.1 hereof5.01 hereof and (b) such Guarantor is unconditionally released from all of the Obligations under the Indebtedness described in Section 4.08 which resulted in the requirement that such Guarantor Guarantee the Notes; or (iii) such Guarantor is unconditionally released from all of the Obligations under the Indebtedness described in Section 4.08 which resulted in the requirement that such Guarantor has been designated as an Unrestricted Subsidiary pursuant to, and in compliance with, Section 4.13 of this IndentureGuarantee the Notes; and in each such case, each of the Issuers such Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with. At the written request of the Issuers, the Trustee will promptly execute and deliver appropriate instruments in forms reasonably acceptable to the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisions.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee and its obligations under this Indenture if: (i) the Guarantor has sold all or substantially all of its assets or Holdings and its Subsidiaries have sold all of the Equity Interests assets of the such Guarantor owned by them, in each case have been sold or otherwise disposed of in a transaction in compliance with the terms of this Indenture (including Sections 4.10 4.08, 4.17 and 5.1 hereof to the extent applicable5.01); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets tothe Equity Interests held by the Issuer, either the Co-Issuer and the Restricted Subsidiaries of the Issuers such Guarantor have been sold or another Guarantor otherwise disposed of in a transaction in compliance with Section 5.1 hereofthe terms of this Indenture (including Sections 4.17 and 5.01); or (iii) the if such Guarantor has been is designated as an Unrestricted Subsidiary pursuant toor otherwise ceases to be a Restricted Subsidiary, and in each case in compliance withwith this Indenture (including Section 4.13), Section 4.13 upon effectiveness of this Indenturesuch designation or when it first ceases to be a Restricted Subsidiary, respectively; and in each such case, each of the Issuers has have delivered to the Trustee an Officers' ’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied withwith and that such release is authorized and permitted hereunder. At the written request of the Issuers, the The Trustee will promptly shall execute and deliver appropriate instruments in forms any documents reasonably acceptable to requested by the Issuers evidencing or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and further implementing any releases or discharges pursuant to the foregoing provisionsunder this Article Ten.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or Holdings the Company and its Restricted Subsidiaries have sold all of the Equity Interests Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of the Indenture (including Sections 4.10 and 5.1 hereof to the extent applicable5.01 thereof); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers Company or another Guarantor in a transaction in compliance with Section 5.1 hereof5.01 of the Indenture; or (iii) the Guarantor has been is designated as an Unrestricted Subsidiary pursuant to, and in compliance with, Section 4.13 with the terms of this the Indenture; and in each such case, each of the Issuers Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied withwith and that such release is authorized and permitted hereunder and under the Indenture. At the written request If all of the Issuersconditions to release contained in Section 10.05 of the Indenture and this Section 2.04 have been satisfied, the Trustee will promptly shall execute any documents reasonably requested by the Company or any Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and deliver appropriate instruments in forms reasonably acceptable to under Article Ten of the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisionsIndenture.

Release of Guarantor. A (a) a Guarantor (other than a Company that is a direct or indirect Parent of the Issuer except in the case of clause (i)(2) or (5) below) shall be automatically and unconditionally released from all of its obligations under its Guarantee if: (i1) the Guarantor has sold all or substantially all of its assets or Holdings and its Subsidiaries have Capital Stock is sold all of the Equity Interests of the Guarantor owned by themor transferred, in each case in a transaction in compliance with Sections 4.10 and 5.1 hereof to the extent applicable;Section 4.10, (ii2) the Guarantor merges with or into into, or consolidates with or amalgamates with, or transfers all or substantially all of its assets to, either of the Issuers or another Guarantor in a transaction Person in compliance with Article Five, (3) such Guarantor i designated an Unrestricted Subsidiary in accordance with the terms of the Indenture, (4) in connection with any (direct or indirect) sale of Capital Stock or other transaction that results in the Subsidiary Guarantor ceasing to be a Subsidiary of the Issuer, if the sale or other transaction complies with the provisions of Section 5.1 hereof; 4.10, or (iii5) the Guarantor has been designated as an Unrestricted Subsidiary pursuant to, and in compliance with, Section 4.13 of this Indenture; and in each such case, each upon legal defeasance of the Issuers notes or satisfaction and discharge of the Indenture as provided under Article VIII of the Base Indenture; (ii) such Guarantor has delivered to the Trustee an Officers' Certificate a certificate of a Responsible Officer and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions transaction have been complied with. At the written request ; and (iii) such Guarantor is released from its guarantee of the Issuers, Credit Agreement. (b) The Trustee shall execute any documents reasonably requested by the Trustee will promptly execute Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and deliver appropriate instruments in forms reasonably acceptable to the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisionsunder this Article Six.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or Holdings the Issuer and its Restricted Subsidiaries have sold all of the Equity Interests Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of this Indenture (including Sections 4.10 4.11, 4.17 and 5.1 hereof to 5.01); provided that the extent applicableAsset Sale Proceeds of such sale are applied in accordance with this Indenture; (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers Issuer or another Guarantor in a transaction in compliance with the terms of this Indenture (including Section 5.1 hereof5.01); or (iii) the Guarantor has been is designated as an Unrestricted Subsidiary pursuant to, and in compliance with, Section 4.13 with the terms of this IndentureIndenture (including Section 4.07); and in each such case, each of the Issuers Issuer has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied withwith and that such release is authorized and permitted hereunder. At The Trustee shall execute any documents reasonably requested by the written request Issuer or a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Issuers, the Trustee will promptly execute Notes and deliver appropriate instruments in forms reasonably acceptable to the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisionsunder this Article 10.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all or substantially all of its assets or Holdings the Company and its Restricted Subsidiaries have sold all of the Equity Interests Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of the Indenture (including Sections 4.10 and 5.1 hereof to the extent applicable5.01 thereof); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, either of the Issuers Company or another Guarantor in a transaction in compliance with Section 5.1 hereof5.01 of the Indenture; or (iii) the Guarantor has been is designated as an Unrestricted Subsidiary pursuant to, and in compliance with, Section 4.13 with the terms of this the Indenture; and in each such case, each of the Issuers Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied withwith and that such release is authorized and permitted hereunder and under the Indenture. At the written request If all of the Issuersconditions to release contained in this Section 3.04 and the Indenture have been satisfied, the Trustee will promptly shall execute any documents reasonably requested by the Successor Company or any Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and deliver appropriate instruments in forms reasonably acceptable to under Article Ten of the Issuers evidencing and further implementing any releases or discharges pursuant to the foregoing provisionsIndenture.