assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the Successor Person);
(ii) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such Guarantor under the Second Supplemental Indenture and such Guarantors related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;
(iii) immediately after such transaction, no Default exists; and
(iv) the Issuer shall have delivered to the Trustee an Officers Certificate, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Second Supplemental Indenture; or
(v) the transaction is made in compliance with Section 4.08 of the Second Supplemental Indenture.
(b) Subject to certain limitations described in the Second Supplemental Indenture, the Successor Person will succeed to, and be substituted for, such Guarantor under the Second Supplemental Indenture and such Guarantors Guarantee. Notwithstanding the foregoing, any Guarantor may (i) merge into or transfer all or part of its properties and assets to another Guarantor or the Issuer, (ii) merge with an Affiliate of the Issuer solely for the purpose of reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or (iii) convert into a corporation, partnership, limited partnership, limited liability corporation or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor.
(5) Releases. The Guarantee of each Guaranteeing Subsidiary shall be automatically and unconditionally released and discharged, and no further action by such Guaranteeing Subsidiary, the Issuer or the Trustee is required for the release of such Guaranteeing Subsidiarys Guarantee, upon:
(a) (i) any sale, exchange or transfer (by merger or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer), after which the applicable Guarantor is no longer a Restricted Subsidiary or all or substantially all the assets of such Guarantor, which sale, exchange or transfer is made in compliance with the applicable provisions of the Second Supplemental Indenture;
(ii) the release or discharge of the guarantee by such Guarantor of the Senior Credit Facilities or such other guarantee that resulted in the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee;
(iii) the designation of such Guarantor, if a Restricted Subsidiary, as an Unrestricted Subsidiary in compliance with the definition of Unrestricted Subsidiary;
(iv) the occurrence of an Investment Grade Rating Event; or
(v) the exercise by Issuer of its Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 of the Second Supplemental Indenture or the Issuers obligations under the Second Supplemental Indenture being discharged in accordance with the terms of the Second Supplemental Indenture; and