Common use of Release of the Subsidiary Guarantor Clause in Contracts

Release of the Subsidiary Guarantor. (a) If no Default exists or would exist under this Indenture, upon (i) the sale or disposition of more than 49% of the Capital Stock of the Subsidiary Guarantor by the Company, or (ii) the sale or disposition of more than 49% of the consolidated assets of the Subsidiary Guarantor in compliance with all of the terms of this Indenture, the Subsidiary Guarantor's Guarantee shall be released, and the Subsidiary Guarantor shall be deemed released from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. If the Subsidiary Guarantor is not so released the Subsidiary Guarantor or the entity surviving the Subsidiary Guarantor, as applicable, shall remain or be liable under its Guarantee as provided in this Article Eleven. (b) The Trustee shall deliver an appropriate instrument evidencing the release of the Subsidiary Guarantor upon receipt of a request by the Issuer or the Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.04, provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers Certificates of the Issuer. The Trustee shall execute any documents reasonably requested by the Issuer or the Subsidiary Guarantor in order to evidence the release of the Subsidiary 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 11.04, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of the Subsidiary Guarantor with or into the Issuer or shall prevent any sale or conveyance of the property of the Subsidiary Guarantor as an entirety or substantially as an entirety to the Issuer.

Release of the Subsidiary Guarantor. (a) If no Default exists or would exist The Subsidiary Guarantor will be released and discharged automatically and unconditionally from all its obligations under this Indenture, upon (i) the sale or disposition of more than 49% of the Capital Stock of Indenture and the Subsidiary Guarantor by the Company, or (ii) the sale or disposition of more than 49% of the consolidated assets of the Subsidiary Guarantor in compliance with all of the terms of this Indenture, Guarantee and will cease to be the Subsidiary Guarantor's Guarantee shall be released, and the Subsidiary Guarantor shall be deemed released from all obligations under this Article Eleven without any further action required on the part of the Trustee or any Holder. If holder, (i) upon the release and discharge of the Subsidiary Guarantor’s guarantee of the Company’s 5.375% senior notes due 2026, whether because such debt securities have matured or have been redeemed or repurchased and cancelled, or otherwise, (ii) in connection with any covenant defeasance, legal defeasance or satisfaction and discharge of the Notes pursuant to Section 6.2 of this Supplemental Indenture, (iii) if no Event of Default has occurred and is then continuing, upon the liquidation or dissolution of the Subsidiary Guarantor or (iv) in the event the Subsidiary Guarantor is not sold or disposed of (whether by merger, amalgamation, consolidation, the sale of a sufficient amount of its (or an intermediate holding company’s) Capital Stock so released that the Subsidiary Guarantor no longer constitutes a “Subsidiary” of the Company or the entity surviving sale of all or substantially all of its assets (other than by lease)), and whether or not the Subsidiary GuarantorGuarantor is the surviving entity in such transaction, to a Person that is not (and does not thereupon become) the Company or a Subsidiary of the Company. Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that any of the conditions precedent in the Indenture and as applicabledescribed above has occurred, shall remain or be liable under its Guarantee as provided in and that this Article Eleven. (b) The Trustee shall deliver an appropriate instrument evidencing Supplemental Indenture and the release of the Subsidiary Guarantor upon receipt of a request is authorized or permitted by the Issuer or the Subsidiary Guarantor accompanied by an Officers' Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.04, provided the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers Certificates terms of the Issuer. The Indenture and the Notes, the Trustee shall execute any supplemental indenture or other documents reasonably requested by the Issuer or the Subsidiary Guarantor Company in order to evidence the release of the Subsidiary 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 11.04, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of the Subsidiary Guarantor with or into Guarantee and the Issuer or shall prevent any sale or conveyance of Indenture at the property of the Subsidiary Guarantor as an entirety or substantially as an entirety to the IssuerCompany’s sole expense.