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 of its assets or the Company and its Restricted Subsidiaries have sold all of the 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 5.01 thereof); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Company or another Guarantor in a transaction in compliance with Section 5.01 of the Indenture; or (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of the Indenture (including Section 4.07 thereof); and in each such case, the 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 and that such release is authorized and permitted hereunder and under the Indenture. If all of the conditions to release contained in this Section 2.04 and the Indenture have been satisfied, the Trustee 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 under Article Ten of the Indenture.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all of its assets or the Company and its Restricted Subsidiaries have sold all of the Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of the this Indenture (including Sections 4.10 and 5.01 thereofhereof); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Company or another Guarantor in a transaction in compliance with Section 5.01 of the Indenturehereof; or (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of the Indenture (including Section 4.07 thereof)this Indenture; and in each such case, the 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 and that such release is authorized and permitted hereunder and under the Indenturehereunder. If all of the conditions to release contained in this Section 2.04 and the Indenture 10.05 have been satisfied, the Trustee 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 under this Article Ten of the IndentureTen.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all of its assets or the Company and its Restricted Subsidiaries have sold all of the 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 5.01 thereof); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Company or another Guarantor in a transaction in compliance with Section 5.01 of the Indenture; or (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of the Indenture (including Section 4.07 thereof)Indenture; and in each such case, the 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 and that such release is authorized and permitted hereunder and under the Indenture. If all of the conditions to release contained in this Section 2.04 3.04 and the Indenture have been satisfied, the Trustee 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 under Article Ten of the Indenture.

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 all of its assets or the Company and its Restricted Subsidiaries have sold 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 Guarantor owned by themassets of, such Guarantor, which sale, exchange or transfer is made in each case in a transaction in compliance accordance with the terms provisions of the this Indenture (including Sections without limitation Section 4.10 and 5.01 thereofhereof); (ii) such Guarantor otherwise ceases to be a Subsidiary of the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Company or another Guarantor Authority in a transaction in compliance with Section 5.01 permitted by this Indenture; (iii) such Guarantor ceases to guarantee any other Indebtedness of the IndentureAuthority or ceases to be obligated on other Indebtedness in excess of $50.0 million; or (iiiiv) the designation of such Guarantor is designated as an Unrestricted Subsidiary in compliance accordance with the terms provisions of the Indenture (including Section 4.07 thereof)this Indenture; and provided, in each such case, the Guarantor 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 and that such release is authorized and permitted hereunder and under the Indenture. If all of the conditions to release contained in this Section 2.04 and the Indenture have been satisfied, the Trustee 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 under Article Ten of the Indenture.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all of its assets or the Company and its Restricted Subsidiaries have sold all of the Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of the this Indenture (including Sections 4.10 and 5.01 thereofhereof); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Company or another Guarantor in a transaction in compliance with Section 5.01 of the Indenturehereof; or (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of the this Indenture (including Section 4.07 thereof4.08 hereof); and in each such case, the 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 and that such release is authorized and permitted hereunder and under the Indenturehereunder. If all of the conditions to release contained in this Section 2.04 and the Indenture 10.05 have been satisfied, the Trustee 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 under this Article Ten of the IndentureTen.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all of its assets or the Company and its Restricted Subsidiaries have sold all of the 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 5.01 thereof); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Company or another Guarantor in a transaction in compliance with Section 5.01 of the Indenture; or (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of the Indenture (including Section 4.07 thereof)Indenture; and in each such case, the 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 and that such release is authorized and permitted hereunder and under the Indenture. If all of the conditions to release contained in Section 10.05 of the Indenture and this Section 2.04 and the Indenture have been satisfied, the Trustee 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 under Article Ten of the Indenture.

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 of its assets or the Company and its Restricted Subsidiaries have sold all of the Capital Stock 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 the this Indenture (including Sections 4.10 4.08, 4.17 and 5.01 thereof5.01); (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, the Company Co-Issuer and the Restricted Subsidiaries of such Guarantor have been sold or another Guarantor otherwise disposed of in a transaction in compliance with Section 5.01 the terms of the Indenturethis Indenture (including Sections 4.17 and 5.01); or (iii) the if such Guarantor is designated as an Unrestricted Subsidiary or otherwise ceases to be a Restricted Subsidiary, in each case in compliance with the terms of the this Indenture (including Section 4.07 thereof4.13), upon effectiveness of such designation or when it first ceases to be a Restricted Subsidiary, respectively; and in each such case, the Guarantor has Issuers 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 with and that such release is authorized and permitted hereunder and under the Indenturehereunder. If all of the conditions to release contained in this Section 2.04 and the Indenture have been satisfied, the The Trustee shall execute any documents reasonably requested by the Company Issuers or any a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten of the IndentureTen.

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 the Company and its Restricted Subsidiaries have sold all of the Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of the this Indenture (including Sections 4.10 4.09, 4.20 and 5.01 thereof5.01); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Company or another Guarantor in a transaction in compliance with the terms of this Indenture (including Section 5.01 of the Indenture5.01); or (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of the this Indenture (including Section 4.07 thereof4.08); -104- and in each such case, the 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 and that such release is authorized and permitted hereunder and under the Indenturehereunder. If all of the conditions to release contained in this Section 2.04 and the Indenture have been satisfied, the The Trustee shall execute any documents reasonably requested by the Company or any a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten of the IndentureTen.

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 the Company and its the Restricted Subsidiaries have sold all of the Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of the this Indenture (including Sections 4.10 4.13, 4.17, 4.24 and 5.01 thereof5.01); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Company or another Guarantor in a transaction in compliance with the terms of this Indenture (including Section 5.01 of the Indenture5.01); or (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of the this Indenture (including Section 4.07 thereof4.11); and in each such case, the 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 and that such release is authorized and permitted hereunder and under the Indenturehereunder. If all of the conditions to release contained in this Section 2.04 and the Indenture have been satisfied, the The Trustee shall execute any documents reasonably requested by the Company or any a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten of the Indenture11.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all of its assets or the Company Issuer and its Restricted Subsidiaries have sold all of the Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of the this Indenture (including Sections 4.10 4.11, 4.17 and 5.01 thereof5.01); provided that the Asset 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, the Company Issuer or another Guarantor in a transaction in compliance with the terms of this Indenture (including Section 5.01 of the Indenture5.01); or (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of the this Indenture (including Section 4.07 thereof4.07); and in each such case, the Guarantor 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 and that such release is authorized and permitted hereunder and under the Indenturehereunder. If all of the conditions to release contained in this Section 2.04 and the Indenture have been satisfied, the The Trustee shall execute any documents reasonably requested by the Company Issuer or any a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten of the Indenture10.

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 of its assets or the Company and its Restricted Subsidiaries have sold all of the Capital Stock of the Guarantor owned by themis sold or transferred, in each case in a transaction in compliance with the terms of the Indenture (including Sections 4.10 and 5.01 thereof);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, the Company or another Guarantor in a transaction Person in compliance with Section 5.01 of the Indenture; orArticle Five, (iii3) the such Guarantor is i designated an Unrestricted Subsidiary in compliance 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 4.10, or (5) upon legal defeasance of the notes or satisfaction and discharge of the Indenture as provided under Article VIII of the Base Indenture; (including Section 4.07 thereof); and in each ii) such case, the 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 and that with; and (iii) such release Guarantor is authorized and permitted hereunder and under the Indenture. If all released from its guarantee of the conditions to release contained in this Section 2.04 and the Indenture have been satisfied, the Credit Agreement. (b) The Trustee shall execute any documents reasonably requested by the Company Issuer or any a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten of the IndentureSix.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all of its assets or the Successor Company and its Restricted Subsidiaries have sold all of the 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 5.01 thereof); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Successor Company or another Guarantor in a transaction in compliance with Section 5.01 of the Indenture; or (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of the Indenture (including Section 4.07 thereof); and in each such case, the 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 and that such release is authorized and permitted hereunder and under the Indenture. If all of the conditions to release contained in this Section 2.04 and the Indenture have been satisfied, the Trustee 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 under Article Ten of the Indenture.

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 the Company and its Restricted Subsidiaries have sold all of the Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms Sections 4.09 and 5.01 hereof and (b) such Guarantor is unconditionally released from all of the Indenture (including Sections 4.10 and 5.01 thereof)Obligations 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, the Company or another Guarantor in a transaction in compliance with Section 5.01 hereof and (b) such Guarantor is unconditionally released from all of the IndentureObligations under the Indebtedness described in Section 4.08 which resulted in the requirement that such Guarantor Guarantee the Notes; or (iii) the such Guarantor is designated an Unrestricted Subsidiary in compliance with the terms unconditionally released from all of the Indenture (including Obligations under the Indebtedness described in Section 4.07 thereof)4.08 which resulted in the requirement that such Guarantor Guarantee the Notes; and in each such case, the 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 and that such release is authorized and permitted hereunder and under the Indenture. If all of the conditions to release contained in this Section 2.04 and the Indenture have been satisfied, the Trustee 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 under Article Ten of the Indenturewith.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all of its assets or the Company and its Restricted Subsidiaries have sold all of the 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 5.01 thereof); (ii) the Guarantor merges or amalgamates with or into or consolidates with, or transfers all or substantially all of its assets to, the Company or another Guarantor in a transaction in compliance with Section 5.01 of the Indenture; or (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of the Indenture (including Section 4.07 thereof)Indenture; and in each such case, the 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 and that such release is authorized and permitted hereunder and under the Indenture. If all of the conditions to release contained in this Section 2.04 and the Indenture have been satisfied, the Trustee 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 under Article Ten of the 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 the Company and its Restricted Subsidiaries have sold all of the 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 5.01 thereof);hereof; or (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Company or another Guarantor in a transaction in compliance with Section 5.01 of the Indenture; or (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of the Indenture (including Section 4.07 thereof)hereof; and in each such case, the 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 or (b) all other guarantees in respect of borrowed money made by such Guarantor have been fully released and that such release is authorized terminated. The Trustee shall, at the sole cost and permitted hereunder and under the Indenture. If all expense of the conditions to release contained in Company and upon receipt at the reasonable request of the Trustee of an Opinion of Counsel that the provisions of this Section 2.04 and the Indenture 11.05 have been satisfiedcomplied with, deliver an appropriate instrument evidencing such release, and take such other actions as may be reasonably necessary or desirable, upon receipt of a Company Request accompanied by an Officers' Certificate certifying as to the Trustee 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 under Article Ten of the Indenturecompliance with this Section 11.05.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Subsidiary Guarantee if: (ia) the Guarantor has sold all of its assets or the Company Issuer and its Restricted Subsidiaries have sold all of the Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of the this Indenture (including Sections 4.10 4.11, 4.17 and 5.01 thereof5.01); provided that the Asset 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, the Company Issuer or another Guarantor in a transaction in compliance with the terms of this Indenture (including Section 5.01 of the Indenture5.01); or (iiic) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of the this Indenture (including Section 4.07 thereof4.18); and in each such case, the Guarantor 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 and that such release is authorized and permitted hereunder and under the Indenturehereunder. If all of the conditions to release contained in this Section 2.04 and the Indenture have been satisfied, the The Trustee shall execute any documents reasonably requested by the Company Issuer or any a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten of the Indenture10.

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 the Company Holdings and its Restricted Subsidiaries have sold all of the Capital Stock Equity Interests 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 5.01 thereof)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 Company Issuers or another Guarantor in a transaction in compliance with Section 5.01 of the Indenture5.1 hereof; or (iii) the Guarantor is has been designated as an Unrestricted Subsidiary pursuant to, and in compliance with the terms with, Section 4.13 of the Indenture (including Section 4.07 thereof)this Indenture; and in each such case, each of the Guarantor 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 and that such release is authorized and permitted hereunder and under with. At the Indenture. If all written request of the conditions to release contained in this Section 2.04 and the Indenture have been satisfiedIssuers, the Trustee shall will promptly execute and deliver appropriate instruments in forms reasonably acceptable to the Issuers evidencing and further implementing any documents reasonably requested by releases or discharges pursuant to 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 under Article Ten of the Indentureforegoing provisions.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all of its assets or the Company Issuer and its Restricted Subsidiaries have sold all of the Capital Stock of the Guarantor owned by them, in each case in a transaction in compliance with the terms of the this Indenture (including Sections 4.10 4.12, 4.14 and 5.01 thereof5.01); provided that the Asset 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, the Company Issuer or another Guarantor in a transaction in compliance with the terms of this Indenture (including Section 5.01 of the Indenture5.01); or (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of the this Indenture (including Section 4.07 thereof4.07); and in each such case, the Guarantor 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 and that such release is authorized and permitted hereunder and under the Indenturewith. If all of the conditions to release contained in this Section 2.04 and the Indenture have been satisfied, the The Trustee shall execute any documents reasonably requested by the Company Issuer or any a Guarantor in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Ten of the Indenture10.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all of its assets or the Company and its Restricted Subsidiaries have sold all of the 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 5.01 thereof); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Company or another Guarantor in a transaction in compliance with Section 5.01 of the Indenture; or (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of the Indenture (including Section 4.07 thereof)Indenture; and in each such case, the 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 with and that such release is authorized and permitted hereunder and under the Indenture. If all of the conditions to release contained in this Section 2.04 and the Indenture have been satisfied, the Trustee 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 under Article Ten of the Indenture.

Release of Guarantor. A Guarantor shall be released from all of its obligations under its Guarantee if: (i) the Guarantor has sold all of its assets or the Company and its Restricted Subsidiaries have sold all of the 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 5.01 thereof); (ii) the Guarantor merges with or into or consolidates with, or transfers all or substantially all of its assets to, the Company or another Guarantor in a transaction in compliance with Section 5.01 of the Indenturehereof; or (iii) the Guarantor is designated an Unrestricted Subsidiary in compliance with the terms of the Indenture (including Section 4.07 4.08 thereof); and in each such case, the 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 with and that such release is authorized and permitted hereunder and under the Indenturehereunder. If all of the conditions to release contained in this Section 2.04 and 10.05 of the Indenture have been satisfied, the Trustee shall execute 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 under Article Ten of the Indenture.

Release of Guarantor. A Guarantor shall be automatically and unconditionally released and discharged from all of its obligations under its Guarantee of the Loans if: (a) (i) the Guarantor has sold all of its assets or the Company and its Restricted Subsidiaries have sold all of the Capital Stock of is sold or transferred other than to the Guarantor owned by themBorrower or any Restricted Subsidiary, in each case in a transaction in compliance with the terms of the Indenture (including Sections 4.10 and 5.01 thereof); Section 6.01 and, if applicable, Section 6.02, (ii) the Guarantor merges with or into into, or consolidates with or amalgamates with, or transfers all or substantially all of its assets to, the Company or another Guarantor in a transaction Person in compliance with Section 5.01 of the Indenture; or 6.05, (iii) (A) the guarantee of the Senior Secured Facilities, except a discharge or release by or as a result of payment under such guarantee or (B) the Indebtedness that resulted in the creation of such Guarantee, as the case may be, is released or 143 discharged or (iv) such Guarantor is designated an Unrestricted Subsidiary in compliance accordance with the terms of this Agreement; (b) in the Indenture case of clauses (including Section 4.07 thereofa)(i); , (ii) and in each (iv) above, such case, the Guarantor has delivered to the Trustee an Officers' Certificate and an Opinion Holders a certificate of Counsel, each a Responsible Officer stating that all conditions precedent herein provided for relating to such transactions transaction have been complied with and that with; and (c) such release Guarantor is authorized and permitted hereunder and under the Indenture. If all released from its guarantee of the conditions to release contained in this Section 2.04 Senior Secured Facilities and the Indenture have been satisfiedSenior Subordinated Bridge B Loan Agreement. In the case of a release of a Guarantor pursuant to clause (a)(iii) above, the Trustee shall execute any documents reasonably requested by Borrower shall, promptly following such release, deliver a notice to the Company or any Guarantor in order to evidence Administrative Agent informing the release Administrative Agent of such Guarantor from its obligations under its Guarantee endorsed on the Notes and under Article Ten of the Indenturerelease.