Common use of Releases of Subsidiary Guarantees Clause in Contracts

Releases of Subsidiary Guarantees. Upon (i) a sale or other disposition of all or substantially all of the assets of any Guarantor or a sale or other disposition of all of the Capital Stock of such Guarantor, in any case by way of merger, consolidation or otherwise, or the liquidation and dissolution of such Guarantor (in each case, to the extent not prohibited by Article 4 of this Indenture) or (ii) delivery of a written notice by the Company to the Trustee of the cessation by a Guarantor to guarantee any other Indebtedness of the Company or any other Guarantor other than a De Minimis Guaranteed Amount, such Guarantor (and in the case of clause (i), any successor or surviving Person) shall be automatically released from all of its Subsidiary Guarantee and related obligations in this Indenture without any further action by the Trustee, the Company or such Guarantor (or such successor or surviving Person). In addition, subject to Section 8.07, upon the Company’s election, in compliance with the conditions set forth in Article 8 hereof, to exercise its rights pursuant to Sections 8.02, 8.03 or 8.08 with respect to any series of outstanding Securities, each Guarantor shall be automatically released from all of its Subsidiary Guarantee and related obligations in this Indenture in respect of such Securities without any further action by the Trustee, the Company or any Guarantor. The Trustee shall deliver an appropriate instrument evidencing any such release upon receipt of a request by the Company accompanied by an Officers’ Certificate. Any Guarantor not so released remains liable for the full amount of principal of and interest on the Securities as provided in this Article 10.