Common use of Release of Subsidiary Guarantees Clause in Contracts

Release of Subsidiary Guarantees. The Subsidiary Guarantee of a Guarantor will be released, and any Person acquiring assets (including by way of merger or consolidation) or Capital Stock of a Guarantor shall not be required to assume the obligations of such Guarantor: (A) in connection with any sale, transfer, lease, conveyance or disposition of all or substantially all of the property or assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company otherwise permitted by this Indenture; (B) in connection with any sale of a majority of the Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company otherwise permitted by this Indenture; or (C) if the Company’s obligations under this Indenture and the Securities are discharged in accordance with the terms thereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested in order to evidence the release of the Guarantor from its obligations under its Subsidiary Guarantee.