Common use of Release of Subsidiary Guarantor Clause in Contracts

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 8 (other than any obligation that may have arisen under Section 8.07 hereof): (a) upon the sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor, including the sale or disposition of Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company, (b) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, (c) upon the release or discharge of all Guarantees and Indebtedness, as applicable, of such Subsidiary Guarantor outstanding as of the Issue Date (i) under the Credit Agreement and (ii) in relation to any Indebtedness of the Company, (d) upon defeasance of the Notes pursuant to Article 6 hereof and Article 8 of the Original Indenture, or (e) upon the full satisfaction of the Company’s obligations under the Indenture; provided, however, that in the case of clauses (a) and (b) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate of the Company and (ii) such sale or disposition is otherwise permitted by the Indenture. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A The Guarantee of a Subsidiary Guarantor will shall be automatically and unconditionally released from its obligations under this Article 8 (other than any obligation that may have arisen under Section 8.07 hereof):and discharged: (a) upon satisfaction and discharge of this Indenture in accordance with Section 8.01; (b) upon exercise of the sale legal defeasance option or covenant defeasance option in accordance with Article 8; (c) upon payment in full in cash and discharge of all Securities outstanding under this Indenture and all other Obligations that are outstanding, due and payable under this Indenture and the other Note Documents at the time the Securities are paid in full in cash and discharged (other than contingent indemnity obligations for which no claim has been made); (d) in connection with any sale, transfer or other disposition of (including by way of consolidation or mergerx) the Capital Stock of such Subsidiary Guarantor, including the sale or disposition of Capital Stock of such Subsidiary Guarantor following after which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, or (by) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor, , in each case, to a Person that is not (ceither before or after such sale, transfer or disposition) upon the release Company or discharge a Subsidiary of the Company in a transaction or other circumstance that does not violate Section 4.07(a) and is otherwise permitted by all Guarantees and Indebtednessof the Note Documents, as applicable, at the time of such Subsidiary Guarantor outstanding as of the Issue Date (i) under the Credit Agreement and (ii) in relation to any Indebtedness of the Company, (d) upon defeasance of the Notes pursuant to Article 6 hereof and Article 8 of the Original Indenturesale, transfer or other disposition; or (e) upon the full satisfaction designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the Company’s obligations under the Indenture; provided, however, that in the case terms of clauses (a) and (b) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate of the Company and (ii) such sale or disposition is otherwise permitted by the this Indenture. At the request of the Company, and upon the Trustee’s Upon receipt of an Officers’ Certificate and an Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the IndentureCounsel, the Trustee shall execute and execute, deliver an appropriate instrument evidencing such releaseor acknowledge any necessary or proper instruments of termination or release prepared by the Company or any Subsidiary Guarantor permitted to be released pursuant to this Section 11.06.

Release of Subsidiary Guarantor. A The Guarantee of a Subsidiary Guarantor will shall be automatically and unconditionally released from its obligations under this Article 8 (other than any obligation that may have arisen under Section 8.07 hereof):and discharged: (a) upon payment in full in cash and discharge of all amounts due in respect of the sale Securities outstanding under this Indenture after the Securities have become due and payable, whether at maturity, upon conversion or otherwise; (b) in connection with any sale, transfer or other disposition of (including by way of consolidation or mergerx) the Capital Stock of such Subsidiary Guarantor, including the sale or disposition of Capital Stock of such Subsidiary Guarantor following after which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, or (by) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor,, in each case, to a Person that is not (either before or after such sale, transfer or disposition) the Company or a Subsidiary of the Company in a transaction or other circumstance that does not violate Section 4.07(a) and is otherwise permitted by this Indenture, at the time of such sale, transfer or other disposition; or (c) upon the release or discharge of all Guarantees and Indebtedness, as applicable, designation of such Subsidiary Guarantor outstanding as an Unrestricted Subsidiary in accordance with the terms of the Issue Date (i) under the Credit Agreement and (ii) in relation to any Indebtedness of the Company, (d) upon defeasance of the Notes pursuant to Article 6 hereof and Article 8 of the Original Indenture, or (e) upon the full satisfaction of the Company’s obligations under the Indenture; provided, however, that in the case of clauses (a) and (b) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate of the Company and (ii) such sale or disposition is otherwise permitted by the this Indenture. At the request of the Company, and upon the Trustee’s Upon receipt of an Officers’ Certificate and an Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the IndentureCounsel, the Trustee shall execute and execute, deliver an appropriate instrument evidencing such releaseor acknowledge any necessary or proper instruments of termination or release prepared by the Company or any Subsidiary Guarantor permitted to be released pursuant to this Section 11.06.

Release of Subsidiary Guarantor. (a) A Subsidiary Guarantor will be automatically released from its obligations under this Article 8 11 (other than any obligation that may have arisen under Section 8.07 hereof11.07): (a1) upon the sale or other disposition (including by way of consolidation consolidation, merger or mergerscheme or arrangement qualifying as an amalgamation) of such a Subsidiary Guarantor, including the sale or disposition of Capital Stock of such a Subsidiary Guarantor Guarantor, following which such Subsidiary Guarantor is no longer a Subsidiary of the Company,; (b2) upon the sale or disposition of all or substantially all the assets (including by way of consolidation, merger or scheme or arrangement qualifying as an amalgamation) of such Subsidiary Guarantor,; (c) upon the release or discharge of all Guarantees and Indebtedness, as applicable, of such Subsidiary Guarantor outstanding as of the Issue Date (i) under the Credit Agreement and (ii) in relation to any Indebtedness of the Company, (d3) upon defeasance or covenant defeasance of the Notes Securities pursuant to Article 6 hereof and Article 8 of the Original Indenture, or (e) upon the full satisfaction of or if the Company’s obligations under this Indenture are satisfied and discharged pursuant to Article 9; or (4) if the Securities are rated Investment Grade by at least two of three of Xxxxx’x, S&P or Fitch and no Default or Event of Default has occurred and is continuing under this Indenture; provided, however, that in the case of clauses (a1) and (b2) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate of the Company and (ii) such sale or disposition is otherwise permitted by the this Indenture. Such release shall be effective regardless of whether the Securities maintain an Investment Grade. (b) At the request of the Company, Company and upon the Trustee’s receipt delivery of an Officers’ Officer’s Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the IndentureCounsel, if required, the Trustee shall execute and deliver an appropriate instrument evidencing such releasethe release of a Subsidiary Guarantor pursuant to this Section 11.06.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 8 11 (other than any obligation that may have arisen under Section 8.07 hereof11.07): (a1) upon the sale or other disposition (including by way of consolidation or merger) of such a Subsidiary Guarantor, including the sale or disposition of Capital Stock of such a Subsidiary Guarantor Guarantor, following which such Subsidiary Guarantor is no longer a Subsidiary of the CompanySubsidiary, (b2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, (c3) upon the release or discharge of all Guarantees and Indebtedness, as applicable, designation of such Subsidiary Guarantor outstanding as an Unrestricted Subsidiary in accordance with the terms of the Issue Date (i) under the Credit Agreement and (ii) in relation to any Indebtedness of the Companythis Indenture, (d4) at such time as such Subsidiary Guarantor does not have any Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 4.10 and the Company provides an Officers' Certificate to the Trustee certifying that no such Indebtedness is outstanding and that the Company elects to have such Subsidiary Guarantor released from this Article 11, (5) upon defeasance of the Notes Securities pursuant to Article 6 hereof and Article 8 of the Original Indenture8, or (e6) upon the full satisfaction of the Company’s 's obligations under the this Indenture; provided, however, that in the case of clauses (a1) and (b2) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate a Subsidiary of the Company and Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the IndentureCompany provides an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 8 (other than any obligation that may have arisen under Section 8.07 hereof): (a) upon Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of such a Subsidiary Guarantor, including the sale or disposition of Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company, ; (b) upon the sale or disposition of all or substantially all the assets of such a Subsidiary Guarantor, ; (c) upon the release or discharge of all Guarantees and Indebtedness, as applicable, of such if a Subsidiary Guarantor outstanding as of the Issue Date (i) no longer guarantees or is otherwise obligated under the Credit Agreement and (ii) in relation to any Indebtedness of the Company, capital markets Indebtedness; (d) upon defeasance designation of a Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of the Notes pursuant to Article 6 hereof and Article 8 of the Original Indenture, or ; or (e) upon the full satisfaction of at the Company’s election, during any Suspension Period, such Subsidiary Guarantor shall be deemed released from all obligations under this Article X without any further action required on the part of the Trustee or any Holder. If the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article VIII hereof or if its obligations under the Indenture; providedIndenture are discharged in accordance with Section 8.02 hereof, however, that in each Subsidiary Guarantor shall be released from all obligations under this Article X without any further action required on the case of clauses (a) and (b) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate part of the Company and (ii) such sale Trustee or disposition is otherwise permitted by the Indentureany Holder. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Subsidiary Guarantor pursuant to this Section 10.05, such releaseinstrument to be prepared and delivered to the Trustee by the Company.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 8 11 (other than any obligation that may have arisen under Section 8.07 hereof11.07): (a1) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of such a Subsidiary Guarantor, including the sale or disposition of Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company,; (b2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor,; (c3) upon the release or discharge of all Guarantees and Indebtedness, as applicable, designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; (4) at such time as such Subsidiary Guarantor does not have any Obligations outstanding as of the Issue Date (i) under the Credit that required such Subsidiary Guarantor to enter into a Guarantee Agreement and pursuant to clause (ii) in relation of Section 4.11, and the Company provides an Officer’s Certificate to any the Trustee certifying that no such Indebtedness of is outstanding and that the Company,Company elects to have such Subsidiary Guarantor released; or (d5) upon defeasance of the Notes Securities or discharge of this Indenture pursuant to Article 6 hereof and Article 8 of the Original Indenture, or (e) upon the full satisfaction of the Company’s obligations under the Indenture8; provided, however, that in the case of clauses (a1) and (b2) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate a Subsidiary of the Company and Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the IndentureCompany provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 8 Ten (other than any obligation that may have arisen under Section 8.07 hereof):10.07) (a1) upon the sale or other disposition (including by way of consolidation or merger) of such a Subsidiary Guarantor, including the sale or disposition of the Capital Stock of such a Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company, (b2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, (c3) upon the release or discharge of all Guarantees and Indebtedness, as applicable, designation of such Subsidiary Guarantor outstanding as an Unrestricted Subsidiary in accordance with the terms of the Issue Date (i) under the Credit Agreement and (ii) in relation to any Indebtedness of the Companythis Indenture, (d4) at such time as such Subsidiary Guarantor does not have any Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guarantee Agreement pursuant to Section 4.11 and the Company provides an Officers' Certificate to the Trustee certifying that no such Indebtedness is outstanding and that the Company elects to have such Subsidiary Guarantor released from this Article Ten, (5) upon defeasance of the Notes pursuant to Article 6 hereof and Article 8 of the Original IndentureEight, or (e6) upon the full satisfaction of the Company’s 's obligations under this Indenture pursuant to Section 8.01(a) or otherwise in accordance with the terms of the Indenture; provided, however, that in the case of clauses (a1) and (b2) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate of the Company and (ii) such sale or disposition is otherwise permitted by the this Indenture. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 8 11 (other than any obligation that may have arisen under Section 8.07 hereof):11.07) (a1) upon the sale or other disposition (including by way of consolidation or merger) of such a Subsidiary Guarantor, including the sale or disposition of Capital Stock of such a Subsidiary Guarantor Guarantor, following which such Subsidiary Guarantor is no longer a Subsidiary of the CompanySubsidiary, (b2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, (c3) upon the release or discharge of all Guarantees and Indebtedness, as applicable, designation of such Subsidiary Guarantor outstanding as an Unrestricted Subsidiary in accordance with the terms of the Issue Date (i) under the Credit Agreement and (ii) in relation to any Indebtedness of the Companythis Indenture, (d4) at such time as such Subsidiary Guarantor does not have any Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 4.11 and the Company provides an Officers’ Certificate to the Trustee certifying that no such Indebtedness is outstanding and that the Company elects to have such Subsidiary Guarantor released from this Article 11, (5) upon defeasance of the Notes Securities pursuant to Article 6 hereof and Article 8 of the Original Indenture8, or (e6) upon the full satisfaction of the Company’s obligations under the this Indenture; provided, however, that in the case of clauses (a1) and (b2) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate a Subsidiary of the Company and Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the IndentureCompany provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 8 10 (other than any obligation that may have arisen under Section 8.07 hereof):10.07) (a1) upon the sale or other disposition (including by way of consolidation or merger) of such a Subsidiary Guarantor, Guarantor (including the sale or disposition of Capital Stock of such a Subsidiary Guarantor Guarantor, following which such Subsidiary Guarantor is no longer a Subsidiary of the CompanySubsidiary), (b2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, (c3) upon the release or discharge of all Guarantees and Indebtedness, as applicable, designation of such Subsidiary Guarantor outstanding as an Unrestricted Subsidiary in accordance with the terms of the Issue Date (i) under the Credit Agreement and (ii) in relation to any Indebtedness of the Companythis Indenture, (d4) with respect to any Foreign Subsidiary that is a Subsidiary Guarantor, at such time as such Subsidiary Guarantor does not have any Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 4.12, (5) upon defeasance of the Notes Securities pursuant to Article 6 hereof and Article 8 of the Original Indenture8, or (e6) upon the full satisfaction of the Company’s obligations under the this Indenture; provided, however, that in the case of clauses (a1) and (b2) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate of the Company and Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the IndentureCompany provides an Officers’ Certificate to the Trustee to the effect that the transactions do not violate Section 4.06 and, to the extent applicable, the Company will comply with its obligations under Section 4.06. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 8 (other than any obligation that may have arisen under Section 8.07 hereof):10: (a1) upon the sale sale, transfer or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor, including the sale or disposition of Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company,Subsidiary; (b2) upon the sale sale, transfer or other disposition of all or substantially all the assets of such Subsidiary Guarantor,; (c3) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; (4) upon the release or discharge of all Guarantees and Indebtedness, as applicable, of the Indebtedness that would have required such Subsidiary Guarantor outstanding to enter into a Guarantee Agreement pursuant to Section 4.11 other than a release or discharge by or as a result of the Issue Date (i) under the Credit Agreement and (ii) in relation to any Indebtedness payment of the Company,such Indebtedness; (d5) upon defeasance of the Notes Securities pursuant to Article 6 hereof and Article 8 of the Original Indenture, 8; or (e6) upon the full satisfaction and discharge of the Company’s obligations under the this Indenture; provided, however, that in the case of clauses (a1) and (b2) above, (i) such sale sale, transfer or other disposition is made to a Person other than the Company or an Affiliate of the Company and Company, (ii) such sale sale, transfer or other disposition is otherwise permitted by this Indenture and (iii) the IndentureCompany provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 8 (other than any obligation that may have arisen under Section 8.07 hereof): (a) upon the sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor, including the sale or disposition of Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company, (b) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, (c) upon the release or discharge of all Guarantees and Indebtedness, as applicable, of such Subsidiary Guarantor outstanding as of the Issue Date (i) under the Credit Agreement and (ii) in relation to any Indebtedness of the Company, (d) upon defeasance of the Notes pursuant to Article 6 hereof and Article 8 of the Original Indenture, or (e) upon the full satisfaction of the Company’s obligations under the Indenture; provided, however, that in the case of clauses (a) and (b) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate of the Company and (ii) such sale or disposition is otherwise permitted by the Indenture. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 8 10 (other than any obligation that may have arisen under Section 8.07 hereof):10.07) (a1) upon the sale or other disposition (including by way of consolidation or merger) of such a Subsidiary Guarantor, including the sale or disposition of Capital Stock of such a Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the CompanySubsidiary, (b2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, (c3) upon the release or discharge of all Guarantees and Indebtedness, as applicable, designation of such Subsidiary Guarantor outstanding as an Unrestricted Subsidiary in accordance with the terms of the Issue Date this Indenture, (i4) under the Credit Agreement and (ii) in relation to at such time as such Subsidiary Guarantor does Guarantee any Indebtedness of the Company,Company outstanding that would have required such Subsidiary Guarantor to enter into a Guarantee Agreement pursuant to Section 4.09 and the Company provides an Officers' Certificate to the Trustee certifying that no such Indebtedness is outstanding and that the Company elects to have such Subsidiary Guarantor released from this Article 10, or (d5) upon defeasance of the Notes Securities pursuant to Article 6 hereof and Article 8 of the Original Indenture8, or (e6) upon the full satisfaction of the Company’s 's obligations under the this Indenture; provided, however, that in the case of clauses (a1) and (b2) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate of the Company and Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the IndentureCompany provides an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.05. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 8 10: (other than any obligation that may have arisen under Section 8.07 hereof): (a1) upon the sale sale, transfer or other disposition (including by way of consolidation or merger) of such a Subsidiary Guarantor, including the sale or disposition of Capital Stock of such a Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company, Subsidiary; (b2) upon the sale sale, transfer or disposition of all or substantially all the assets of such Subsidiary Guarantor, ; (c3) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; (4) upon the release or discharge of all Guarantees and Indebtedness, as applicable, of the Indebtedness that would have required such Subsidiary Guarantor outstanding to enter into a Guarantee Agreement pursuant to Section 4.12 other than a release or discharge by or as a result of the Issue Date payment of such Indebtedness; (i) under the Credit Agreement and (ii) in relation to any Indebtedness of the Company, (d5) upon defeasance of the Notes Securities pursuant to Article 6 hereof and Article 8 of the Original Indenture, or 8; or (e6) upon the full satisfaction and discharge of the Company’s obligations under the this Indenture; provided, however, that in the case of clauses (a1) and (b2) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate of the Company and Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the IndentureCompany provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 8 X (other than any obligation that may have arisen under Section 8.07 hereof10.02): (a1) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Debt of the Company or of such Subsidiary Guarantor), transfer or other disposition (including by way of consolidation or merger) of Equity Interests of such Subsidiary Guarantor; provided, including the sale however, that (i) such sale, transfer or other disposition of Capital Stock of is otherwise permitted by this Indenture, (ii) such Subsidiary Guarantor following which such Subsidiary Guarantor Person is no longer a Subsidiary of and (iii) the Company,Company provides an Officer’s Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06; or (b2) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Debt of the Company or of such Subsidiary Guarantor), transfer or other disposition of all or substantially all of the assets of such Subsidiary Guarantor, (c) upon the release or discharge of all Guarantees and Indebtedness; provided, as applicablehowever, of such Subsidiary Guarantor outstanding as of the Issue Date that (i) under the Credit Agreement such sale, transfer or other disposition is otherwise permitted by is otherwise permitted by this Indenture and (ii) in relation the Company provides an Officer’s Certificate to any Indebtedness the Trustee to the effect that the Company will comply with its obligations under Section 4.06; or (3) with the written consent of the Company,Holders of at least a majority of the aggregate principal amount of the Securities then outstanding (in accordance with Section 9.02); or (d4) upon defeasance of the Notes Securities pursuant to Article 6 hereof and Article 8 of the Original Indenture, Section 8.01(b); or (e5) upon the full satisfaction of the Company’s obligations under this Indenture pursuant to Section 8.01(a) or otherwise in accordance with the Indenture; provided, however, that in the case terms of clauses (a) and (b) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate of the Company and (ii) such sale or disposition is otherwise permitted by the this Indenture. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, the Trustee shall execute and deliver an appropriate instrument any documents, instructions, or instruments (in form and substance reasonably satisfactory to the Trustee) evidencing any such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 8 10 (other than any obligation that may have arisen under Section 8.07 hereof):10.07). (a1) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of such a Subsidiary Guarantor, Guarantor (including the sale or disposition of Capital Stock Equity Interests of such a Subsidiary Guarantor Guarantor) following which such Subsidiary Guarantor is no longer a Subsidiary of the Company,; (b2) upon the sale or disposition of all or substantially all the assets of such a Subsidiary Guarantor,; (c3) upon the release or discharge of all Guarantees and Indebtedness, as applicable, designation of such Subsidiary Guarantor outstanding as of an Unrestricted Subsidiary to the Issue Date (i) under the Credit Agreement and (ii) in relation to any Indebtedness of the Company,extent permitted by this Indenture; (d4) upon defeasance of the Notes Securities pursuant to Article 6 hereof and Article 8 of the Original Indenture, 8; or (e5) upon the full satisfaction of the Company’s obligations under the this Indenture; provided, however, that in the case of clauses (a1) and (b2) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate a Subsidiary of the Company and Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the IndentureCompany provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 8 10 (other than any obligation that may have arisen under Section 8.07 hereof10.07): (a1) upon the sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor, including the sale or disposition of Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company, (b2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, (c3) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, (4) upon the release or discharge by the Company of all Guarantees and Indebtedness, as applicable, any Guarantee or Indebtedness that resulted in the creation after the Issue Date of the Guarantee of the Securities by such Subsidiary Guarantor outstanding as of the Issue Date (i) under the Credit Agreement and (ii) in relation pursuant to any Indebtedness of the CompanySection 4.12, (d5) upon defeasance of the Notes Securities pursuant to Article 6 hereof and Article 8 of the Original Indenture8, or (e6) upon the full satisfaction of the Company’s obligations under the this Indenture; provided, however, that in the case of clauses (a1) and (b2) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate of the Company and Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the IndentureCompany provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. (a) A Subsidiary Guarantor will be automatically released from its obligations under this Article 8 11 (other than any obligation that may have arisen under Section 8.07 hereof11.07): (a1) upon the sale or other disposition (including by way of consolidation consolidation, merger or mergerscheme or arrangement qualifying as an amalgamation) of such a Subsidiary Guarantor, including the sale or disposition of Capital Stock of such a Subsidiary Guarantor Guarantor, following which such Subsidiary Guarantor is no longer a Subsidiary of the Company,; (b2) upon the sale or disposition of all or substantially all the assets (including by way of consolidation, merger or scheme or arrangement qualifying as an amalgamation) of such Subsidiary Guarantor,; (c) upon the release or discharge of all Guarantees and Indebtedness, as applicable, of such Subsidiary Guarantor outstanding as of the Issue Date (i) under the Credit Agreement and (ii) in relation to any Indebtedness of the Company, (d3) upon defeasance or covenant defeasance of the Notes Securities pursuant to Article 6 hereof and Article 8 of the Original Indenture, or (e) upon the full satisfaction of or if the Company’s obligations under this Indenture are satisfied and discharged pursuant to Article 9; or (4) if the Securities are rated Investment Grade by at least two of three of Mxxxx’x, S&P or Fitch and no Default or Event of Default has occurred and is continuing under this Indenture; provided, however, that in the case of clauses (a1) and (b2) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate of the Company and (ii) such sale or disposition is otherwise permitted by the this Indenture. Such release shall be effective regardless of whether the Securities maintain an Investment Grade. (b) At the request of the Company, Company and upon the Trustee’s receipt delivery of an Officers’ Officer’s Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the IndentureCounsel, if required, the Trustee shall execute and deliver an appropriate instrument evidencing such releasethe release of a Subsidiary Guarantor pursuant to this Section 11.06.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 8 (other than any obligation that may have arisen under Section 8.07 hereof):Upon (ai) upon the sale or other disposition (including disposition, by way of merger, consolidation or mergerotherwise, of all the Capital Stock of any Subsidiary Guarantor to any person that is not an Affiliate of the Company; provided, that the Net Available Proceeds of such sale or other disposition are applied in accordance with Section 3.12 hereof; (ii) the release or discharge of the guarantee that resulted in the creation of the Subsidiary Guarantee of such Subsidiary Guarantor, including except a discharge or release by or as a result of payment under such Subsidiary Guarantee; (iii) the designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; and (iv) any sale or disposition other disposition, by way of merger, consolidation or otherwise, of Capital Stock of such any Subsidiary Guarantor following which such to a Person in accordance with this Indenture that results in the Subsidiary Guarantor is no longer being a Subsidiary of the Company, (b) upon the sale or disposition of all or substantially all the assets of Restricted Subsidiary; PROVIDED, that after giving effect to such Subsidiary Guarantor, (c) upon the release or discharge of all Guarantees and Indebtednesssale, as applicable, of such former Subsidiary Guarantor shall have no guarantees outstanding as of the Issue Date (i) under the Credit Agreement and (ii) in relation to any Indebtedness of the Company, (d) upon defeasance of the Notes pursuant to Article 6 hereof and Article 8 of the Original IndentureCompany or any Restricted Subsidiary and, or (e) upon the full satisfaction of the Company’s obligations under the Indenture; providedPROVIDED, howeverFURTHER, that in the case Net Available Proceeds of clauses (a) and (b) above, (i) such sale or other disposition is made to a Person other than are applied in accordance with Section 3.12 hereof; such Subsidiary Guarantor shall be deemed released from all obligations under this Article X without any further action required on the Company or an Affiliate part of the Company and (ii) such sale Trustee or disposition is otherwise permitted by the Indentureany Holder. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 8 12 (other than any obligation that may have arisen under Section 8.07 hereof):12.07) (a1) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of Borrower or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of such a Subsidiary Guarantor, including the sale or disposition of Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company, (b2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, (c3) upon the release or discharge of all Guarantees and Indebtedness, as applicable, designation of such Subsidiary Guarantor outstanding as an Unrestricted Subsidiary in accordance with the terms of the Issue Date (i) under the Credit Agreement and (ii) in relation to any Indebtedness of the Companythis Agreement, (d4) upon defeasance of the Notes at such time as such Subsidiary Guarantor does not have any Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 4.12 of Borrower provides an Officers’ Certificate to Agent certifying that no such Indebtedness is outstanding and that Borrower elects to have such Subsidiary Guarantor released from this Article 6 hereof and Article 8 of the Original Indenture, 12; or (e5) upon the full satisfaction Full Payment of the Company’s obligations under the IndentureObligations; provided, however, that in the case of clauses (a1) and (b2) above, (i) such sale or other disposition is made to a Person other than the Company Borrower or an Affiliate a Subsidiary of the Company and Borrower, (ii) such sale or disposition is otherwise permitted by this Agreement and (iii) Borrower provides an Officers’ Certificate to the IndentureAgent to the effect that Borrower will comply with its obligations under Section 4.06. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the IndentureBorrower, the Trustee Agent shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will shall be released from its obligations under this Article 8 10 (other than any obligation that may shall have arisen under Section 8.07 hereof10.07): (a1) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of such a Subsidiary Guarantor, including the sale or disposition of Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company,; (b2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor,; (c3) upon the release or discharge of all Guarantees and Indebtedness, as applicable, designation of such Subsidiary Guarantor outstanding as an Unrestricted Subsidiary in accordance with the terms of the Issue Date this Indenture; (i4) under the Credit Agreement and (ii) in relation to at such time as such Subsidiary Guarantor does not have any Indebtedness of outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 4.13, and the Company,Company provides an Officer's Certificate to the Trustee certifying that no such Indebtedness is outstanding and that the Company elects to have such Subsidiary Guarantor released; or (d5) upon defeasance of the Notes pursuant to Article 6 hereof and Article 8 of the Original Indenture, or (e) upon the full satisfaction of the Company’s obligations under the IndentureSecurities; provided, however, that in the case of clauses (a1) and (b2) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate of the Company and (ii) such sale or disposition is otherwise permitted by the this Indenture. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will shall be released from its obligations under this Article 8 Ten (other than any obligation that may shall have arisen under Section 8.07 hereof): 10.07): (a) upon the sale or other disposition (including by way of consolidation or merger) of such a Subsidiary Guarantor, including the sale or disposition of Capital Stock of such a Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company, Subsidiary; (b) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor, ; (c) upon the release or discharge of all Guarantees and Indebtedness, as applicable, designation of such Subsidiary Guarantor outstanding as of the Issue Date an Unrestricted Subsidiary; (id) under the Credit Agreement and (ii) in relation to at such time as such Subsidiary Guarantor does not have any Indebtedness of the Company, outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 4.19; or (de) upon defeasance of the Notes Securities or discharge of this Indenture pursuant to Article 6 hereof and Article 8 of the Original Indenture, or (e) upon the full satisfaction of the Company’s obligations under the IndentureEight; provided, however, that in the case of clauses (a) and (b) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate of the Company and a Restricted Subsidiary, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the Indenture. At the request of the Company, and upon the Trustee’s receipt of Company provides an Officers’ ' Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, to the Trustee shall execute and deliver an appropriate instrument evidencing such releaseto the effect that the Company will comply with its obligations under Section 4.05.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 8 10 (other than any obligation that may have arisen under Section 8.07 hereof10.07): (a1) upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness of the Company or of such Subsidiary Guarantor) or other disposition (including by way of consolidation or merger) of such a Subsidiary Guarantor, including the sale or disposition of Capital Stock of such Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Subsidiary of the Company,; (b2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor,; (c3) upon the release or discharge of all Guarantees and Indebtedness, at such time as applicable, of such Subsidiary Guarantor outstanding as of the Issue Date (i) under the Credit Agreement and (ii) in relation to does not have any Indebtedness of outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 4.11 and the Company,Company provides an Officers' Certificate to the Trustee certifying that no such Indebtedness is outstanding and that the Company elects to have such Subsidiary Guarantor released from this Article 10; (d4) upon defeasance of the Notes Securities pursuant to Article 6 hereof and Article 8 of the Original Indenture, 8; or (e5) upon the full satisfaction of the Company’s 's obligations under the this Indenture; provided, however, that in the case of clauses (a1) and (b2) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate of the Company and Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the IndentureCompany provides an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 8 11 (other than any obligation that may have arisen under Section 8.07 hereof):11.07) (a1) upon the sale or other disposition (including by way of consolidation or merger) of such a Subsidiary Guarantor, including the sale or disposition of Capital Stock of such a Subsidiary Guarantor Guarantor, following which such Subsidiary Guarantor is no longer a Subsidiary of the CompanySubsidiary, (b2) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor, (c3) upon the release or discharge of all Guarantees and Indebtedness, as applicable, designation of such Subsidiary Guarantor outstanding as an Unrestricted Subsidiary in accordance with the terms of the Issue Date (i) under the Credit Agreement and (ii) in relation to any Indebtedness of the Companythis Indenture, (d4) at such time as such Subsidiary Guarantor does not have any Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 4.10 and the Company provides an Officers' Certificate to the Trustee certifying that no such Indebtedness is outstanding and that the Company elects to have such Subsidiary Guarantor released from this Article 11, (5) upon defeasance of the Notes Securities pursuant to Article 6 hereof and Article 8 of the Original Indenture8, or (e6) upon the full satisfaction of the Company’s 's obligations under the this Indenture; provided, however, that in the case of clauses (a1) and (b2) above, (i) such sale or other disposition is made to a Person other than the Company or an Affiliate a Subsidiary of the Company and Company, (ii) such sale or disposition is otherwise permitted by this Indenture and (iii) the IndentureCompany provides an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Article 8 (other than any obligation that may have arisen under Section 8.07 hereof):10: (a1) upon the sale direct or indirect sale, transfer or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor, including the sale or disposition of Capital Stock of such Subsidiary Guarantor or a parent Person of such Subsidiary Guarantor, in each case following which such Subsidiary Guarantor is no longer a Subsidiary of the Company,Subsidiary; (b2) upon the sale sale, transfer or other disposition of all or substantially all the assets of such Subsidiary Guarantor,; (c3) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; (4) upon the release or discharge of all Guarantees and Indebtedness, as applicable, of the Indebtedness that would have required such Subsidiary Guarantor outstanding to enter into a Guarantee Agreement pursuant to Section 4.11 other than a release or discharge by or as a result of the Issue Date (i) under the Credit Agreement and (ii) in relation to any Indebtedness payment of the Company,such Indebtedness; (d5) upon defeasance of the Notes Securities pursuant to Article 6 hereof and Article 8 of the Original Indenture, 8; or (e6) upon the full satisfaction and discharge of the Company’s obligations under the this Indenture; provided, however, that in the case of clauses (a1) and (b2) above, (i) such sale sale, transfer or other disposition is made to a Person other than the Company or an Affiliate of the Company and Company, (ii) such sale sale, transfer or other disposition is otherwise permitted by this Indenture and (iii) the IndentureCompany provides an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations, if any, under Section 4.06 in respect of such sale, transfer or other disposition. At the request of the Company, and upon the Trustee’s receipt of an Officers’ Certificate and Opinion of Counsel meeting the requirements of Section 10.3 of the Original Indenture and stating that such release is authorized or permitted by the Indenture, the Trustee shall execute and deliver an appropriate instrument evidencing such release.