Common use of Release of Subsidiary Guarantee Clause in Contracts

Release of Subsidiary Guarantee. If all or substantially all of the assets of any Guarantor or all of the Capital Stock of any Guarantor is sold (including by consolidation, merger, issuance or otherwise) or disposed of (including by liquidation, dissolution or otherwise) by the Company or any of its Subsidiaries, or, unless the Company elects otherwise, if any Guarantor is designated an Unrestricted Subsidiary in accordance with Section 4.10, then such Guarantor (in the event of a sale or other disposition of all of the Capital Stock of such Guarantor or a designation as an Unrestricted Subsidiary) or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged from any of its obligations under this Indenture without any further action on the part of the Trustee or any Holder of the Notes; provided, in each case that such Guarantor is no longer a Guarantor of, or otherwise an obligor with respect to, any other Indebtedness of the Company. In addition, if a Restricted Subsidiary is no longer a Guarantor of, or otherwise an obligor with respect to, any other Indebtedness of the Company, such Guarantor shall be deemed automatically and unconditionally released and discharged from any of its obligations under this Indenture without any further action on the part of the Trustee or any Holder of the Notes as long as no Default or Event of Default has occurred and is continuing, or would occur as a consequence thereof.

Release of Subsidiary Guarantee. If all Notwithstanding anything to the contrary in this Indenture, in the event that any Subsidiary Guarantor shall no longer be a guarantor of or substantially all primary obligor under any Debt of the assets of Company other than the Securities (or shall cease to be a guarantor or primary obligor under any Guarantor or all of such Debt simultaneously with the Capital Stock of any Guarantor is sold (including by consolidation, merger, issuance or otherwise) or disposed of (including by liquidation, dissolution or otherwise) by the Company or any release of its Subsidiariesobligations under this Indenture), or, unless the Company elects otherwise, if any Guarantor is designated an Unrestricted Subsidiary in accordance with Section 4.10, then such Guarantor (or in the event of a sale or other disposition transaction described in Section 803(B) and so long as no Event of all Default shall have occurred and be continuing, such Subsidiary Guarantor, upon the Trustee's receipt of an Officers' Certificate to the Capital Stock of such Guarantor or a designation as an Unrestricted Subsidiary) or the Person acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) foregoing effect, shall be deemed automatically and unconditionally to be released and discharged from any all of its obligations under this Indenture without any and the Subsidiary Guarantee of such Subsidiary Guarantor shall be of no further action on force or effect. Following the part of receipt by the Trustee or of any Holder of such Officers' Certificate, the NotesCompany shall cause this Indenture to be amended as provided in Section 901 80 89 hereof; provided, in each case however, that such Guarantor is no longer a Guarantor of, or otherwise an obligor with respect to, any other Indebtedness the failure to so amend this Indenture shall not affect the validity of the Company. In addition, if a Restricted Subsidiary is no longer a Guarantor of, or otherwise an obligor with respect to, any other Indebtedness termination of the CompanySubsidiary Guarantee of such Subsidiary Guarantor. ARTICLE SIXTEEN IMMUNITY OF INCORPORATORS, such Guarantor shall be deemed automatically and unconditionally released and discharged from any of its obligations under this Indenture without any further action on the part of the Trustee or any Holder of the Notes as long as no Default or Event of Default has occurred and is continuingSTOCKHOLDERS, or would occur as a consequence thereof.OFFICERS, DIRECTORS AND EMPLOYEES