Common use of Guaranty and Pledge Release Clause in Contracts

Guaranty and Pledge Release. If at any time any Subsidiary Guarantor ceases to constitute an Eligible Subsidiary Guarantor, upon the written request by the Company to the Administrative Agent, such Subsidiary Guarantor shall be released from the Subsidiaries Guaranty (unless such Subsidiary Guarantor is required to be a party to the Subsidiaries Guaranty pursuant to Section 6.14(b)), the Pledge and Security Agreement and any other Security Documents to which it is a party, and the Collateral Agent shall release the Collateral pledged by such Subsidiary Guarantor from the Liens granted thereunder. In addition, except as otherwise set forth in this Section 6.14(d), upon the written request by the Company to the Administrative Agent, each of the Subsidiaries Guaranty (but only to the extent as to any Subsidiary Guarantor, such Subsidiary Guarantor is not required to be a party to the Subsidiaries Guaranty pursuant to Section 6.14(b)), Pledge and Security Agreement and any other Security Documents shall be released, the Collateral Agent shall release the Collateral from the Liens granted thereunder and the requirements of Sections 6.13 and 6.14(a) and (c) shall cease to be in effect if all of the following conditions have been satisfied on or prior to the date of release (the “Release Date”): (i) as of the end of the two most recent consecutive fiscal quarters of the Company ending prior to the Release Date but after the occurrence of the most recent Guaranty Trigger, the Leverage Ratio is less than 6:00:1.00 or the Company has an Investment Grade Debt Rating, (ii) no Default or Event of Default shall have occurred on or prior to and be continuing on the Release Date, (iii) the Company shall have delivered to the Administrative Agent at least 15 Business Days prior to the Release Date a request to release the Subsidiaries Guaranty, the Pledge and Security Agreement, the other Security Documents and the Liens granted thereunder, which request shall (x) specify the proposed Release Date, (y) if not already provided, provide financial statements pursuant to Section 6.11 for such fiscal quarters, and (z) contain a certification of an Authorized Financial Officer that the conditions to release of the Subsidiaries Guaranty, the Pledge and Security Agreement, the other Security Documents and the Liens granted thereunder have been satisfied (and, if applicable, providing a computation of the Leverage Ratio demonstrating such compliance), and (iv) all Guarantors and Pledgors being released shall also be released as guarantors and/or pledgors for the Company’s obligations under the Governing Senior Note Indenture; provided, however, that in the event the Guaranty Trigger occurs at any time after the Release Date (a “Reinstatement Event”), then the requirements of Sections 6.14(a) and (c) shall thereafter once again be in effect. The Administrative Agent shall promptly execute such documents and take such other actions as the Company may reasonably request to evidence any release pursuant to this Section 6.14(d) of Guarantors and/or Pledgors under the Subsidiaries Guaranty, the Pledge and Security Agreement, the other Security Documents and the Liens granted thereunder, including the return of any released Pledge and Security Agreement Collateral in its possession. Notwithstanding anything to the contrary in this Section 6.14, the Company shall have the option to defer the release of the Subsidiaries Guaranty, the Pledge and Security Agreement, the other Security Documents and the Liens granted thereunder on the Release Date while causing the provisions of Section 6.13 and Section 6.14(a) and (c) in respect of obligations to cause other Subsidiaries to become Guarantors and Pledgors to cease to be effective on the Release Date. Upon the release of any Pledgor from the Pledge and Security Agreement, the Collateral consisting of Pledged Securities and other Pledge and Security Agreement Collateral pledged by such Guarantor shall be released.

Guaranty and Pledge Release. If at any time any Subsidiary Guarantor ceases to constitute an Eligible Subsidiary Guarantor, upon the written request by the Company to the Administrative Agent, such Subsidiary Guarantor shall be released from the Subsidiaries Guaranty (unless such Subsidiary Guarantor is required to be a party to the Subsidiaries Guaranty pursuant to Section 6.14(b)), the Pledge and Security Agreement and any other Security Documents to which it is a party, and the Collateral Agent shall release the Collateral pledged by such Subsidiary Guarantor from the Liens granted thereunder. In addition, except as otherwise set forth in this Section 6.14(d), upon the written request by the Company to the Administrative Agent, each of the Subsidiaries Guaranty (but only to the extent as to any Subsidiary Guarantor, such Subsidiary Guarantor is not required to be a party to the Subsidiaries Guaranty pursuant to Section 6.14(b)), Pledge and Security Agreement and any other Security Documents shall be released, the Collateral Agent shall release the Collateral from the Liens granted thereunder and the requirements of Sections 6.13 and 6.14(a) and (c) shall cease to be in effect if all of the following conditions have been satisfied on or prior to the date of release (the “Release Date”): (i) as of the end of the two most recent consecutive fiscal quarters of the Company ending prior to the Release Date but after the occurrence of the most recent Guaranty Trigger, the Leverage Ratio is less than 6:00:1.00 or the Company has an Investment Grade Debt Rating, (ii) no Default or Event of Default shall have occurred on or prior to and be continuing on the Release Date, (iii) the Company shall have delivered to the Administrative Agent at least 15 Business Days prior to the Release Date a request to release the Subsidiaries Guaranty, the Pledge and Security Agreement, the other Security Documents and the Liens granted thereunder, which request shall (x) specify the proposed Release Date, (y) if not already provided, provide financial statements pursuant to Section 6.11 for such fiscal quarters, and (z) contain a certification of an Authorized Financial Officer that the conditions to release of the Subsidiaries Guaranty, the Pledge and Security Agreement, the other Security Documents and the Liens granted thereunder have been satisfied (and, if applicable, providing a computation of the Leverage Ratio demonstrating such compliance), and (iv) all Guarantors and Pledgors being released shall also be released as guarantors and/or pledgors for the Company’s obligations under the Governing Senior Note Indenture; provided, however, that in the event the Guaranty Trigger occurs at any time after the Release Date (a “Reinstatement Event”), then the requirements of Sections 6.14(a) and (c) shall thereafter once again be in effect. The Administrative Agent shall promptly execute such documents and take such other actions as the Company may reasonably request to evidence any release pursuant to this Section 6.14(d) of Guarantors and/or Pledgors under the Subsidiaries Guaranty, the Pledge and Security Agreement, the other Security Documents and the Liens granted thereunder, including the return of any released Pledge and Security Agreement Collateral in its possession. Notwithstanding anything to the contrary in this Section 6.14, the Company shall have the option to defer the release of the Subsidiaries Guaranty, the Pledge and Security Agreement, the other Security Documents and the Liens granted thereunder on the Release Date while causing the provisions of Section 6.13 and Section 6.14(a) and (c) in respect of obligations to cause other Subsidiaries to become Guarantors and Pledgors to cease to be effective on the Release Date. Upon the release of any Pledgor from the Pledge and Security Agreement, the Collateral consisting of Pledged Securities and other Pledge and Security Agreement Collateral pledged by such Guarantor shall be released.