Common use of Release of the Guarantor Clause in Contracts

Release of the Guarantor. (a) If no Default exists or would exist under this Indenture, upon (i) the sale or other disposition of all of the Capital Stock of the Guarantor, or (ii) the sale or disposition of all or substantially all of the assets of the Guarantor in compliance with all of the terms of this Indenture, the Guarantor's Guarantee shall be released, and the Guarantor shall be deemed released from all obligations under this Article Ten without any further action required on the part of the Trustee or any Holder. If the Guarantor is not so released the Guarantor or the entity surviving the Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article Ten. (b) The Trustee shall deliver an appropriate instrument evidencing the release of the Guarantor upon receipt of a request by the Company or the Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 10.04; provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers Certificates of the Company. The Trustee shall execute any documents reasonably requested by the Company or the Guarantor in order to evidence the release of the Guarantor from its obligations under its Guarantee endorsed on the Notes and under this Article Eleven. Except as set forth in Articles Four and Five and this Section 10.04, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of the Guarantor with or into the Company or shall prevent any sale or conveyance of the property of the Guarantor as an entirety or substantially as an entirety to the Company.