Common use of Releases of Subsidiary Guarantees Clause in Contracts

Releases of Subsidiary Guarantees. Upon (i) a sale or other disposition of all or substantially all of the assets of any Guarantor or a sale or other disposition of all of the Capital Stock of such Guarantor, in any case by way of merger, consolidation or otherwise, or the liquidation and dissolution of such Guarantor (in each case, to the extent not prohibited by Article 4 of this Indenture) or (ii) delivery of a written notice by the Company to the Trustee of the cessation by a Guarantor to guarantee any other Indebtedness of the Company or any other Guarantor other than a De Minimis Guaranteed Amount, such Guarantor (and in the case of clause (i), any successor or surviving Person) shall be automatically released from all of its Subsidiary Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or such Guarantor (or such successor or surviving Person). In addition, subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article 8 hereof, to exercise its rights pursuant to Sections 8.02, 8.03 or 8.08 with respect to any series of outstanding Securities, each Guarantor shall be automatically released from all of its Subsidiary Guarantee and related obligations in this Indenture in respect of such Securities without any further action by the Trustee, the Company or any Guarantor. The Trustee shall deliver an appropriate instrument evidencing any such release upon receipt of a request by the Company accompanied by an Officers’ Certificate. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities as provided in this Article 10.

Releases of Subsidiary Guarantees. Upon The Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically released: (i1) a in connection with any sale or other disposition of all or substantially all of the properties or assets of any such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Parent, if the sale or other disposition of all does not violate Section 4.09; (2) in connection with any sale or other disposition of the Capital Stock of such GuarantorSubsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Parent, in any case by way if the sale or other disposition does not violate Section 4.09 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of merger, consolidation or otherwise, or the liquidation and dissolution Parent as a result of such sale or disposition; (3) if the Parent designates any Restricted Subsidiary that is a Subsidiary Guarantor (as an Unrestricted Subsidiary in each case, to the extent not prohibited by Article 4 accordance with Section 4.19 of this Indenture; (4) upon Legal Defeasance or Covenant Defeasance or Discharge in accordance with Article 8; or (ii5) at such time as such Subsidiary Guarantor ceases to guarantee any Indebtedness of the Parent, either Issuer or any other Subsidiary Guarantor under any Credit Facility. Upon delivery of a written notice by the Company to the Trustee of an Officers’ Certificate to the cessation by a Guarantor to guarantee effect that any other Indebtedness of the Company or any other Guarantor other than a De Minimis Guaranteed Amount, such Guarantor (and conditions described in the case of clause foregoing clauses (i), any successor or surviving Person1) shall be automatically released from all of its Subsidiary Guarantee and related obligations in this Indenture without any further action by the Trustee– (5) has occurred, the Company or such Guarantor (or such successor or surviving Person). In addition, subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article 8 hereof, to exercise its rights pursuant to Sections 8.02, 8.03 or 8.08 with respect to any series of outstanding Securities, each Guarantor shall be automatically released from all of its Subsidiary Guarantee and related obligations in this Indenture in respect of such Securities without any further action by the Trustee, the Company or any Guarantor. The Trustee shall deliver an appropriate instrument evidencing execute any such release upon receipt of a request documents reasonably requested by the Company accompanied by an Officers’ Certificate. Any Guarantor not so released remains liable for in order to evidence the full amount of principal of and interest on the Securities as provided in this Article 10.release of