Common use of Releases of Subsidiary Guarantors Clause in Contracts

Releases of Subsidiary Guarantors. (a) If no Default or Event of Default has occurred and is continuing, a Subsidiary Guarantor will be deemed automatically and unconditionally released and discharged from all of its obligations under its Guarantee without any further action on the part of the Trustee or any Holder of the Notes: (1) in connection with any sale or other disposition of (i) all of the Capital Stock of such Subsidiary Guarantor or (ii) all or substantially all of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation), in each case to one or more Persons that are not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition, as applicable, does not violate Section 4.11; (2) if such Subsidiary Guarantor is a Restricted Subsidiary, the Company properly designates such Subsidiary Guarantor as an Unrestricted Subsidiary or the Subsidiary no longer meets the definition of Restricted Subsidiary; (3) if the Guarantee was required pursuant to the terms of Section 4.13, the release or discharge of the guarantee that required such Guarantee (except a release or discharge by or as a result of payment under such Guarantee); (4) upon a satisfaction and discharge or a legal or covenant defeasance of the Notes in accordance with Article VIII or Article XI; or (5) upon the liquidation or dissolution of such Subsidiary Guarantor. (b) Any Subsidiary Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.

Releases of Subsidiary Guarantors. In the event of (ai) If no Default or Event the designation of Default has occurred and is continuing, a any Subsidiary Guarantor will be deemed automatically and unconditionally released and discharged from as an Unrestricted Subsidiary of the Company pursuant to the provisions of SECTION 4.14 or (ii) a sale, conveyance, transfer or other disposition of all or substantially all of its obligations under its Guarantee without the properties or assets of any further action on Subsidiary Guarantor to a Person other than the part Company or any other Subsidiary Guarantor or an Unrestricted Subsidiary of the Trustee Company, by way of merger, consolidation or any Holder of the Notes: (1) in connection with any otherwise, or a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor, in either case, in a transaction or manner that does not violate any of the covenants or other provision of this Indenture, then such Subsidiary Guarantor (i) in the event of such a designation or a sale, conveyance, transfer or other disposition (other than a lease), by way of such a merger, consolidation or otherwise, or a disposition of all of the Capital Stock of such Subsidiary Guarantor Guarantor) or the Person acquiring such properties or assets (iiin the event of a sale, conveyance, transfer or other disposition (other than a lease) of all or substantially all of the properties or assets of such Subsidiary Guarantor Guarantor) will be released from and relieved of any obligations under this Indenture and its Subsidiary Guarantee, PROVIDED that (including y) any Net Cash Proceeds of such sale or other disposition are applied in accordance with SECTION 4.11 as evidenced by way of merger or consolidation), in each case to one or more Persons that are not (either before or after giving effect an Officers' Certificate to such transactioneffect, and (z) all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests that secure, any other Indebtedness of the Company or a its Restricted SubsidiarySubsidiaries shall also terminate upon such release, if the sale or other disposition, as applicable, does not violate Section 4.11; (2) if such Subsidiary Guarantor is a Restricted Subsidiary, the Company properly designates such Subsidiary Guarantor as an Unrestricted Subsidiary or the Subsidiary no longer meets the definition of Restricted Subsidiary; (3) if the Guarantee was required pursuant to the terms of Section 4.13, the release or discharge of the guarantee that required such Guarantee (except a release or discharge by or as a result of payment under such Guarantee); (4) upon a satisfaction and discharge or a legal or covenant defeasance of the Notes in accordance with Article VIII or Article XI; or (5) upon the liquidation or dissolution of such Subsidiary Guarantor. (b) Any Subsidiary Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.

Releases of Subsidiary Guarantors. In the event of (ai) If no Default or Event the designation of Default has occurred and is continuing, a any Subsidiary Guarantor will be deemed automatically and unconditionally released and discharged from as an Unrestricted Subsidiary of the Company pursuant to the provisions of Section 4.14 or (ii) a sale, conveyance, transfer or other disposition of all or substantially all of its obligations under its Guarantee without the properties or assets of any further action on Subsidiary Guarantor to a Person other than the part Company or any other Subsidiary Guarantor or an Unrestricted Subsidiary of the Trustee Company, by way of merger, consolidation or any Holder of the Notes: (1) in connection with any otherwise, or a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor, in either case, in a transaction or manner that does not violate any of the covenants or other provision of this Indenture, then such Subsidiary Guarantor (i) in the event of such a designation or a sale, conveyance, transfer or other disposition (other than a lease), by way of such a merger, consolidation or otherwise, or a disposition of all of the Capital Stock of such Subsidiary Guarantor Guarantor) or the Person acquiring such properties or assets (iiin the event of a sale, conveyance, transfer or other disposition (other than a lease) of all or substantially all of the properties or assets of such Subsidiary Guarantor Guarantor) will be released from and relieved of any obligations under this Indenture and its Subsidiary Guarantee, provided that (including y) any Net Cash Proceeds of such sale or other disposition are applied in accordance with Section 4.11 as evidenced by way of merger or consolidation), in each case to one or more Persons that are not (either before or after giving effect an Officers' Certificate to such transactioneffect, and (z) all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests that secure, any other Indebtedness of the Company or a its Restricted SubsidiarySubsidiaries shall also terminate upon such release, if the sale or other disposition, as applicable, does not violate Section 4.11; (2) if such Subsidiary Guarantor is a Restricted Subsidiary, the Company properly designates such Subsidiary Guarantor as an Unrestricted Subsidiary or the Subsidiary no longer meets the definition of Restricted Subsidiary; (3) if the Guarantee was required pursuant to the terms of Section 4.13, the release or discharge of the guarantee that required such Guarantee (except a release or discharge by or as a result of payment under such Guarantee); (4) upon a satisfaction and discharge or a legal or covenant defeasance of the Notes in accordance with Article VIII or Article XI; or (5) upon the liquidation or dissolution of such Subsidiary Guarantor. (b) Any Subsidiary Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.

Releases of Subsidiary Guarantors. (aA) If no Default or Event of Default has occurred and is continuing, a A Subsidiary Guarantor will be deemed automatically and unconditionally released and discharged from all of its obligations under its Guarantee without any further action on the part of the Trustee or any Holder of the Notes: (1) in connection with any sale the event that a Subsidiary Guarantor is sold or other disposition disposed of (i) all whether by merger, consolidation, the sale of the its Capital Stock or the sale of such Subsidiary Guarantor or (ii) all or substantially all of its assets (other than by lease)) and whether or not the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation), is the surviving entity in each case such transaction to one or more Persons that are a Person which is not (either before or after giving effect to such transaction) the Company or a Restricted SubsidiarySubsidiary of the Company, in each case, if the sale such sale, exchange, transfer or other dispositiondisposition is not prohibited by the applicable provisions of this Indenture and, as applicable(a) such sale, does not violate exchange, transfer or other disposition is in compliance with Article 6 or (b) the surviving or transferee Person expressly assumes such Subsidiary Guarantor’s obligations in accordance with Section 4.11;11.04; or (2) if such Subsidiary Guarantor ceases to guarantee or be a borrower under any Senior Indebtedness; provided, however that no Event of Default has occurred and is a Restricted Subsidiarycontinuing, and provided, further, that to the Company properly designates extent such Subsidiary Guarantor as an Unrestricted Subsidiary subsequently guarantees or the Subsidiary no longer meets the definition of Restricted Subsidiary; (3) if the becomes a borrower under any Senior Indebtedness, its Guarantee was required pursuant to the terms of Section 4.13, the release or discharge of the guarantee that required such Guarantee (except a release or discharge by or as a result of payment under such Guarantee); (4) upon a satisfaction and discharge or a legal or covenant defeasance of the Notes in accordance with Article VIII or Article XI; or (5) upon the liquidation or dissolution of such Subsidiary Guarantorhereunder shall be reinstated. (bB) Any Subsidiary Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of, premium, if any, and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.11.