Common use of Release of Subsidiary Guarantor Clause in Contracts

Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released from all of its Obligations under its Subsidiary Guaranty and this Indenture if: (a) the Company or such Subsidiary Guarantor has sold all or substantially all of the assets of such Subsidiary Guarantor; or (b) the Company and its Restricted Subsidiaries have sold all of the Capital Stock of the Subsidiary Guarantor owned by them, in each case in a transaction in compliance with Sections 4.13 or 5.01(b) (as applicable); and in each such case, the Subsidiary 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. Notwithstanding the foregoing, upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with Section 4.16, such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture, substantially in the form of Exhibit F hereto, be released from any Subsidiary Guaranty previously made by such Restricted Subsidiary and its obligations under this Indenture.

Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released from all of its Obligations obligations under its Subsidiary Guaranty and this Indenture Guarantee if: (ai) the Company or such Subsidiary Guarantor has sold all or substantially all of the assets of such Subsidiary Guarantor; or (bii) the Company and its Restricted Subsidiaries have sold all of the Capital Stock of the Subsidiary Guarantor owned by them, in each case in a transaction in compliance with Sections 4.13 4.10 or 5.01(b) 5.01 hereof (as applicable); and in each such case, the Subsidiary 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. Notwithstanding the foregoing, upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with Section 4.164.13, such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture, substantially indenture in form satisfactory to the form of Exhibit F heretoTrustee, be released from any Subsidiary Guaranty Guarantee previously made by such Restricted Subsidiary and its obligations under this IndentureSubsidiary.

Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released from all of its Obligations obligations under its Subsidiary Guaranty and this Indenture Guarantee if: (ai) the Company or such Subsidiary Guarantor has sold all or substantially all of the assets of such Subsidiary Guarantor; or; (bii) the Company and its Restricted Subsidiaries have sold all of the Capital Stock of the Subsidiary Guarantor owned by them, in each case in a transaction in compliance with Sections 4.13 Section 4.10, 4.12 or 5.01(b) 5.01 hereof (as applicable); or (iii) the Guaranteed Amount of Notes have been repaid in full and all obligations due and owing to the Trustee at such time in respect of the Guaranteed Amount of Notes have been paid; and in each such case, the Subsidiary 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. Notwithstanding the foregoing, upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with Section 4.164.13, such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture, substantially indenture in form satisfactory to the form of Exhibit F heretoTrustee, be released from any Subsidiary Guaranty Guarantee previously made by such Restricted Subsidiary and its obligations under this IndentureSubsidiary.

Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released from all of its Obligations under its Subsidiary Guaranty and this Indenture if: (a) the Company or such Subsidiary Guarantor has sold all or substantially all of the assets Property of such a Subsidiary Guarantor; or (b) the Company and its Restricted Subsidiaries have or such Subsidiary Guarantor has sold all of the Capital Stock of the a Subsidiary Guarantor owned by them, in each case in a transaction in compliance with Sections 4.13 Section 4.11 or 5.01(bSection 5.1(b) (as applicable); and in each such case, the Subsidiary 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. Notwithstanding the foregoing, upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with Section 4.164.15, such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture, substantially in the form of Exhibit F hereto, be released from any Subsidiary Guaranty previously made by such Restricted Subsidiary and its obligations under this Indenture.

Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released from all of its Obligations under its Subsidiary Guaranty and this Indenture if: (a) the Company or such Subsidiary Guarantor has sold all or substantially all of the assets of such Subsidiary Guarantor; or (b) the Company and its Restricted Subsidiaries have sold all of the Capital Stock of the Subsidiary Guarantor owned by them, in each case in a transaction in compliance with that does not violate Sections 4.13 or 5.01(b) (as applicable); and in each such case, the Subsidiary Guarantor has delivered to the Trustee an Officers' Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent herein herein, if any, provided for relating to such transactions have been complied with. Notwithstanding the foregoing, upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with Section 4.16Error! Reference source not found., such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture, substantially in the form of Exhibit F hereto, be released from any Subsidiary Guaranty previously made by such Restricted Subsidiary and its obligations under this Indenture.

Release of Subsidiary Guarantor. A Subsidiary Guarantor (or, in the case of clause (iii) below, each Subsidiary Guarantor) shall be released from all of its Obligations obligations under its Subsidiary Guaranty and this Indenture Guarantee if: (ai) the Company or such Subsidiary Guarantor has sold all or substantially all of the its assets of such Subsidiary Guarantor; or (b) or the Company and its Restricted Subsidiaries have sold all of the Capital Stock of the Subsidiary Guarantor owned by them, in each case in a transaction in compliance with Sections 4.13 4.08 and 5.01 hereof; (ii) the Subsidiary Guarantor merges with or 5.01(binto or consolidates with, or transfers all or substantially all of its assets to, the Company or another Subsidiary Guarantor in a transaction in compliance with Section 5.01 hereof; or (iii) (as applicable)an Investment Grade Rating is received by the Company with respect to the Notes; and in each such case, the such Subsidiary 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. Notwithstanding The Trustee shall execute 94 -85- any documents reasonably required in order to evidence the foregoing, upon designation release of a Restricted any such Subsidiary as an Unrestricted Subsidiary in compliance with Section 4.16, such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture, substantially in the form of Exhibit F hereto, be released Guarantor from any Subsidiary Guaranty previously made by such Restricted Subsidiary and its obligations under this Indentureits Subsidiary Guarantee.

Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released from all of its Obligations obligations under its Subsidiary Guaranty and this Indenture Guarantee if: (ai) the Company or such Subsidiary Guarantor has sold all or substantially all of the assets of such Subsidiary Guarantor; or; (bii) the Company and its Restricted Subsidiaries have sold all of the Capital Stock of the Subsidiary Guarantor owned by them, in each case in a transaction in compliance with Sections 4.13 Section 4.10, 4.12 or 5.01(b) 5.01 hereof (as applicable); or (iii) the Guaranteed Amount of Notes has been repaid in full and all obligations due and owing to the Trustee at such time in respect of the Guaranteed Amount of Notes have been paid; and in each such case, the Subsidiary 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. Notwithstanding the foregoing, upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with Section 4.164.13, such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture, substantially indenture in form satisfactory to the form of Exhibit F heretoTrustee, be released from any Subsidiary Guaranty Guarantee previously made by such Restricted Subsidiary and its obligations under this IndentureSubsidiary.

Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released from all of its Obligations obligations under its Subsidiary Guaranty and this Indenture Guarantee if: (ai) the Company Borrower or such Subsidiary Guarantor has sold all or substantially all of the assets of such Subsidiary Guarantor; or; (bii) the Company Borrower and its Restricted Subsidiaries have sold all of the Capital Stock of the Subsidiary Guarantor owned by them, in each case in a transaction in compliance with Sections 4.13 Section 5.01, 6.09 or 5.01(b) 6.11 hereof (as applicable); or (iii) the Loans have been repaid in full and all obligations due and owing to the Administrative Agent and the Lenders at such time in respect of this Agreement and the Loans have been paid; and in each such case, the Subsidiary Guarantor has delivered to the Trustee Administrative Agent 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. Notwithstanding the foregoing, upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with Section 4.166.12, such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture, substantially release instrument in form and substance satisfactory to the form of Exhibit F heretoAdministrative Agent, be released from any Subsidiary Guaranty Guarantee previously made by such Restricted Subsidiary and its obligations under this IndentureSubsidiary.