Common use of Releases of Subsidiary Guarantors Clause in Contracts

Releases of Subsidiary Guarantors. In the event of a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor (including by way of consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transaction) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture.

Releases of Subsidiary Guarantors. In If no Default or Event of Default exists under this Indenture or would be caused thereby, in the event of a sale or other disposition of all or substantially all of the assets of any Subsidiary Guarantor or a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor Guarantor, to any corporation or other Person (including an Unrestricted Subsidiary) by way of merger, consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transaction) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereofotherwise, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor (in the event of Indebtedness a sale or other disposition, by way of such merger, consolidation or otherwise, of all the Company or a Capital Stock of such Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor Guarantor) shall be released and relieved of any obligations under its Subsidiary Guarantee and this Indenturesuch acquiring corporation or other Person (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor), if other than a Subsidiary Guarantor, shall have no obligation to assume or otherwise become liable under such Subsidiary Guarantee; PROVIDED, that the Net Available Proceeds of such sale or other disposition are applied in accordance with Section 4.16 hereof. Upon delivery by the Company to the Trustee of an Officers’ ' Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof4.16, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any such Subsidiary Guarantor under this Indenture as provided in Article X. Any Subsidiary Guarantor that is designated an Unrestricted Subsidiary in accordance with the terms of this Indenture shall be released from and relieved of its obligations under its Subsidiary Guarantee and any Unrestricted Subsidiary that becomes a Restricted Subsidiary and any newly created or newly acquired Subsidiary that is or becomes a Subsidiary shall be required to execute a supplemental indenture in accordance with the terms of this Indenture.

Releases of Subsidiary Guarantors. In the event of a sale or other disposition of all of the Capital Stock of any (a) A Subsidiary Guarantor (including by way of consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transaction) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the any other Subsidiary Guarantor being sold will be released from all that is a parent of its obligations under its Subsidiary Guarantee and this Indenture. In additionsuch Guarantor, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with such parent’s sole assets are the provisions Equity Interests of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor Guarantor) shall automatically be released and relieved of any obligations under its Subsidiary Guarantee and this Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other disposition, designation, release or discharge was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.12 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on Guaranty upon the Notes and for the other obligations consummation of any transaction permitted by this Agreement as a result of which such Subsidiary Guarantor ceases to be a Subsidiary (as certified in writing delivered to the Administrative Agent by a Responsible Officer of the Borrower); provided that, if so required by this Agreement, the Required Lenders (or such other Lenders as may be required to give consent under this Indenture.Section 11.01) shall have consented to such transaction and the terms of such consent shall not have provided otherwise; (b) A Subsidiary Guarantor (and any other Subsidiary Guarantor that is a parent of such Guarantor, if such parent’s sole assets are the Equity Interests of such Subsidiary Guarantor) shall automatically be released from its obligations under the Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary, ceases to be a Material Domestic Subsidiary or the Borrower elects to release a Discretionary Guarantor at any time as a result of a single transaction, agreement or arrangement or series of related transactions, agreements or arrangements not prohibited hereunder; provided that, (i) the Borrower shall have delivered to the Administrative Agent (A) a certificate signed by a Responsible Officer of the Borrower certifying that such