Common use of Release of Guarantors Clause in Contracts

Release of Guarantors. A Guarantor will be automatically released from all of its obligations under the Notes, this Indenture and its Note Guarantee, and its Note Guarantee will automatically terminate: (a) upon satisfaction and discharge of this Indenture pursuant to Section 3.01; (b) upon the consummation of any sale or other disposition of any portion or all of the Capital Stock of such Guarantor (including by way of merger or consolidation) or other transaction such that after giving effect to such sale, disposition or other transaction such Guarantor is no longer a Domestic Subsidiary of the Company; (c) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (a) of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause; or (d) entry into a supplemental indenture pursuant to Section 10.02(j) to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee with respect to the Notes when such release, termination, discharge or re-taking is provided for under the Indenture. Upon request and at the expense of the Company and upon receipt of an Officer’s Certificate, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder. The Trustee shall have no liability to any Person for any release, supplemental indenture or instrument to evidence the release of a Guarantor delivered in reliance on such Officer’s Certificate.

Release of Guarantors. A Guarantor will be automatically released from all of its obligations under the Notes, this Indenture and its Note Guarantee, and its Note Guarantee will automatically terminate: (a) upon satisfaction and discharge of this Indenture pursuant to Section 3.01; (b) upon the consummation of any sale or other disposition of any portion or all Each of the Capital Stock Parent Guarantor and the Company may request in writing that the holders of such the Notes release a Subsidiary Guarantor from the Guaranty, if: (including by way of merger or consolidationi) or other transaction such that after giving effect to such salerelease, disposition such Subsidiary does not have any liability as a guarantor, borrower, co-borrower or otherwise with respect to any Indebtedness under any Principal Debt Facility, (ii) no Default or Event of Default exists after giving effect to such release and (iii) if any fee or other transaction form of consideration is given to any holder of Indebtedness under any Principal Debt Facility directly related to releasing such Guarantor is no longer a Domestic Subsidiary Guarantor, the holders of the Company; Notes shall receive equivalent consideration (c) or other form of consideration reasonably acceptable to the extent that Required Holders). Together with any such request, each of the Parent Guarantor is not an Immaterial Subsidiary solely due and the Company shall deliver to the operation of clause (a) holders of the definition of “Immaterial Subsidiary,” Notes an Officer’s Certificate certifying that the conditions set forth in immediately preceding clauses (i), (ii) and (iii) will be true and correct upon the release of such Subsidiary Guarantor. No later than 10 Business Days following the guarantee referred to in such clause; or (d) entry into a supplemental indenture pursuant to Section 10.02(j) to confirm and evidence receipt by the release, termination, discharge or retaking holders of any Note Guarantee with respect to the Notes when of such release, termination, discharge or re-taking is provided for under the Indenture. Upon written request and the related Officer’s Certificate and so long as the conditions set forth in immediately preceding clauses (i), (ii) and (iii) will be true and correct, the release shall be effective automatically and each holder of Notes shall execute and deliver, at the sole cost and expense of the Parent Guarantor and the Company, such documents as the Parent Guarantor and the Company and upon receipt of an Officer’s Certificate, the Trustee shall may reasonably request to evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder. The Trustee shall have no liability to any Person for any release, supplemental indenture or instrument to evidence the release of a Guarantor delivered in reliance on such Officer’s Certificate.

Release of Guarantors. A Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor will shall automatically be automatically released from all of its obligations under the Notes, this Indenture hereunder (and its Note Guarantee, Guaranty and its Note Guarantee will automatically terminate: (a) upon satisfaction and discharge of this Indenture any Lien granted by such Subsidiary Guarantor pursuant to Section 3.01; any Collateral Document shall be automatically released) (bi) upon the consummation of any sale transaction or other disposition series of related transactions not prohibited hereunder if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary or is an Excluded Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited hereunder, including, for the avoidance of doubt, any portion or all Permitted Practice Subsidiary Restructuring) in each case subject, if applicable, to the Specified Guarantor Release Provision, (ii) upon the occurrence of the Capital Stock of such Guarantor Termination Date and/or (including iii) with respect to any Discretionary Guarantor, upon notice by way of merger or consolidation) or other transaction such that after giving effect to such sale, disposition or other transaction such Guarantor is no longer a Domestic Subsidiary of the Company; (c) Issuer to the extent that such Guarantor is Purchaser Representative at any time as a result of a single transaction or series of related transactions not an Immaterial Subsidiary solely due prohibited hereunder and subject, if applicable, to the operation of clause Specified Guarantor Release Provision and (ab) of any Subsidiary Guarantor that meets the definition of “Immaterial Excluded Subsidiary,” upon shall be released by the release of Purchaser Representative promptly following the guarantee referred to in such clause; or (d) entry into a supplemental indenture pursuant to Section 10.02(j) to confirm and evidence request therefor by the releaseIssuer, terminationsubject, discharge or retaking of any Note Guarantee with respect if applicable, to the Notes when such release, termination, discharge or re-taking is provided for under the Indenture. Upon request and at the expense of the Company and upon receipt of an Officer’s Certificate, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder. The Trustee shall have no liability to any Person for any release, supplemental indenture or instrument to evidence the release of a Specified Guarantor delivered in reliance on such Officer’s CertificateRelease Provision.

Release of Guarantors. A Notwithstanding anything in Section 9.08(b) to the contrary, a Guarantor will that is a subsidiary of Holdings (other than any Borrower) shall automatically be released from its obligations hereunder and its Guarantee shall be automatically released from all of its obligations under the Notes, this Indenture and its Note Guarantee, and its Note Guarantee will automatically terminate: (a) upon satisfaction and discharge of this Indenture pursuant to Section 3.01; (bA) upon the consummation of any sale transaction permitted hereunder as a result of which such Guarantor (i) ceases to be a Subsidiary or other disposition (ii) is liquidated, dissolved, merged, consolidated, amalgamated, wound-up, reorganised or otherwise ceases to exist (including as a result of any portion a merger or all consolidation into a Person that is not a Guarantor to the extent permitted hereunder), (B) upon delivery by Holdings of a written notice to the Capital Stock Administrative Agent certifying that it is intended that such Guarantor be subject to an event described in paragraph (A)(ii) of this Section 10.12 that is otherwise permitted hereunder and that the release of such Guarantor is necessary or desirable to be able to effect such event; provided that the related events contemplated by paragraph (including by way A)(ii) of merger or consolidationthis Section 10.12 are consummated reasonably promptly after such release (taking into account all requirements under applicable laws) or other transaction such that after giving effect to such sale, disposition or other transaction (C) upon such Guarantor is no longer a Domestic being designated as an Unrestricted Subsidiary of or as an Excluded Subsidiary, in each case in accordance with this Agreement. In connection with any such release, the Company; (c) Agents shall execute and deliver to the extent any such Guarantor, at such Guarantor’s expense, all documents that such Guarantor is not an Immaterial Subsidiary solely due shall reasonably request to evidence termination or release. Any execution and delivery of documents pursuant to the operation preceding sentence of clause (a) of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred this Section 10.12 shall be without recourse to in such clause; or (d) entry into a supplemental indenture pursuant to Section 10.02(j) to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee with respect to the Notes when such release, termination, discharge or re-taking is provided for under the Indenture. Upon request and at the expense of the Company and upon receipt of an Officer’s Certificate, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed warranty by the Trustee without the consent of any Holder. The Trustee shall have no liability to any Person for any release, supplemental indenture or instrument to evidence the release of a Guarantor delivered in reliance on such Officer’s CertificateAgents.

Release of Guarantors. A Guarantor will be automatically released from all of its obligations under Notwithstanding anything in Section 9.02(b) to the Notescontrary, this Indenture and its Note Guarantee, and its Note Guarantee will automatically terminate: (a) upon satisfaction any Subsidiary Guarantor shall automatically be released from its obligations hereunder (and discharge of this Indenture its Loan Guaranty and any Lien granted by such Subsidiary Guarantor pursuant to Section 3.01; any Collateral Document shall be automatically released) (bi) upon the consummation of any sale transaction or other disposition series of related transactions not prohibited hereunder if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary or is an Excluded Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited hereunder, including, for the avoidance of doubt, any portion or all Permitted Practice Subsidiary Restructuring) in each case subject, if applicable, to the Specified Guarantor Release Provision, (ii) upon the occurrence of the Capital Stock of such Guarantor Termination Date and/or (including iii) with respect to any Discretionary Guarantor, upon notice by way of merger or consolidation) or other transaction such that after giving effect to such sale, disposition or other transaction such Guarantor is no longer a Domestic Subsidiary of the Company; (c) Borrower to the extent that such Guarantor is Administrative Agent at any time as a result of a single transaction or series of related transactions not an Immaterial Subsidiary solely due prohibited hereunder and subject, if applicable, to the operation of clause Specified Guarantor Release Provision and (ab) of any Subsidiary Guarantor that meets the definition of “Immaterial Excluded Subsidiary,” upon shall be released by the release of Administrative Agent promptly following the guarantee referred to in such clause; or (d) entry into a supplemental indenture pursuant to Section 10.02(j) to confirm and evidence request therefor by the releaseBorrower, terminationsubject, discharge or retaking of any Note Guarantee with respect if applicable, to the Notes when such release, termination, discharge or re-taking is provided for under the Indenture. Upon request and at the expense of the Company and upon receipt of an Officer’s Certificate, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder. The Trustee shall have no liability to any Person for any release, supplemental indenture or instrument to evidence the release of a Specified Guarantor delivered in reliance on such Officer’s CertificateRelease Provision.

Release of Guarantors. A Guarantor will be automatically released from If, in compliance with the terms and provisions of the Loan Documents, (i) all of its obligations under the Notes, this Indenture and its Note Guarantee, and its Note Guarantee will automatically terminate: (a) upon satisfaction and discharge of this Indenture pursuant to Section 3.01; (b) upon the consummation of any sale or other disposition of any portion or substantially all of the Capital Stock or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a Person or Persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such Guarantor (including sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement and its obligations to pledge and grant any Collateral owned by way it pursuant to any Security Document and the pledge of merger such Capital Stock to the Administrative Agent pursuant to the Security Documents shall be automatically released, and, so long as the Company shall have provided the Administrative Agent such certifications or consolidation) or other transaction documents as the Administrative Agent shall reasonably request, the Administrative Agent shall, at such that after giving Subsidiary Guarantor’s expense, take such actions as are necessary to effect to such sale, disposition or other transaction such Guarantor is no longer a Domestic Subsidiary each release described in this ‎Section in accordance with the relevant provisions of the Company; (c) to the extent Security Documents; provided that no such Guarantor is not an Immaterial Subsidiary solely due to the operation of release under clause (aii) above shall occur if such Subsidiary Guarantor continues to be a guarantor or obligor in respect of any agreement, document or instrument evidencing any Permitted Refinancing of any of the definition foregoing, or has otherwise guaranteed or given assurances of “Immaterial Subsidiary,” upon the release payment or performance under or in respect of any such Indebtedness of the guarantee referred to in such clause; or (d) entry into a supplemental indenture pursuant to Section 10.02(j) to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee with respect to the Notes when such release, termination, discharge or re-taking is provided for under the Indenture. Upon request and at the expense of the Company and upon receipt of an Officer’s Certificate, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder. The Trustee shall have no liability to any Person for any release, supplemental indenture or instrument to evidence the release of a Guarantor delivered in reliance on such Officer’s CertificateBorrowers.

Release of Guarantors. A Guarantor will shall be automatically released from all of its obligations under the Notes, this Indenture and its Note Guarantee, and its Note Guarantee will shall automatically terminate: terminate (a1) upon the release or discharge of the Guarantee or direct obligations of such Guarantor as a guarantor under the Credit Agreement or such other instrument that required the Guarantee in accordance with Section 10.8; (2) upon the exercise of the legal defeasance option or the covenant defeasance option pursuant to Section 8.1(b), or upon satisfaction and discharge of this Indenture pursuant to Section 3.01; 8.1(a); (b3) upon the consummation of any sale sale, disposition or other disposition transfer of any portion or all of the Capital Stock of such Guarantor (including by way of merger or consolidation) or other transaction such that after giving effect to such sale, disposition or other transaction such Guarantor is no longer a Domestic wholly-owned Subsidiary of the Company; Issuer; (c4) in the event that (A) the Notes are rated Investment Grade by either of the Rating Agencies, (B) no Default or Event of Default shall have occurred and be continuing and (C) the Issuer shall have delivered to the extent that such Guarantor is not Trustee an Immaterial Subsidiary solely due to Officers’ Certificate certifying the operation of clause (a) satisfaction of the definition of “Immaterial Subsidiary,” upon foregoing clauses (A) and (B) or (5) if the release of Issuer designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the guarantee referred to in such clause; or (d) entry into a supplemental indenture pursuant to Section 10.02(j) to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee with respect to the Notes when such release, termination, discharge or re-taking is provided for under the Indentureapplicable provisions herein. Upon request and at the expense of the Company and upon receipt of an Officer’s CertificateIssuer, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder. The Trustee shall have no liability to any Person for any release, supplemental indenture or instrument to evidence the release of a Guarantor delivered in reliance on such Officer’s Certificate.

Release of Guarantors. A Subsidiary Guarantor will shall be automatically released from all of its obligations under the NotesSubsidiary Guaranty, this Indenture and its Note Guarantee, and its Note Guarantee will automatically terminate: so long as: (ai) upon satisfaction and discharge of this Indenture pursuant to Section 3.01; (b) upon the consummation of any sale or other disposition of any portion or all of the Capital Stock of such Guarantor (including by way of merger or consolidation) or other transaction such that after giving effect to such salerelease, disposition such Consolidated Subsidiary does not have any liability as a guarantor, borrower, co-borrower or otherwise with respect to any Indebtedness under any Primary Credit Facility, (ii) no Default or Event of Default exists immediately after giving effect to such release and (iii) if any fee or other transaction form of consideration is given to any holder of Indebtedness under any Primary Credit Facility directly related to releasing such Guarantor is no longer a Domestic Subsidiary Guarantor, the holders of the Company; (c) Notes shall receive an equivalent fee payable pro rata in accordance with each holder’s outstanding principal amount of Notes. Each of the Parent REIT and the Company shall deliver to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (a) holders of the definition of “Immaterial Subsidiary,” Notes an Officer’s Certificate certifying that the conditions set forth in immediately preceding clauses (i), (ii) and (iii) will be true and correct upon the release of such Subsidiary Guarantor. Upon the guarantee referred to in such clause; or (d) entry into a supplemental indenture pursuant to Section 10.02(j) to confirm and evidence receipt by the release, termination, discharge or retaking holders of any Note Guarantee with respect to the Notes when of the Officer’s Certificate referenced above, the release shall be effective automatically without any further action by any party and each holder of Notes shall thereafter execute and deliver, at the sole cost and expense of the Parent REIT and the Company, such documents and instruments as the Parent REIT and the Company may reasonably request to evidence such release, terminationprovided, discharge or re-taking is provided for under the Indenture. Upon request and at the expense of the Company and upon receipt of an Officer’s Certificatethat, the Trustee execution and delivery of such documents and instruments shall evidence not be necessary to give effect to such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder. The Trustee shall have no liability to any Person for any release, supplemental indenture or instrument to evidence the release of a Guarantor delivered in reliance on such Officer’s Certificate.

Release of Guarantors. A The Note Guarantee of any Guarantor will be automatically and unconditionally released from and discharged when such Guarantor’s guarantee of the High-Yield Notes is released and discharged in accordance with the terms of each of the High-Yield Indentures (except to the extent such guarantee of such High-Yield Notes is released and discharged as a result of payment in full of such High-Yield Notes or pursuant to a “Legal Defeasance” under the High-Yield Indentures, in which case such Note Guarantee of such Guarantor shall not be released and discharged). In each such case, the Issuer shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such release have been complied with and that such release is authorized and permitted hereunder. For purposes of Sections 3.9 and 4.3, such Officer’s Certificate shall state, in the case of a release of Mosaic as a Guarantor, whether such release is as a result of its obligations under being released as an Affiliate Guarantor of the Notes, this Indenture and its Note Guarantee, and its Note Guarantee will automatically terminate: (a) upon satisfaction and discharge of this Indenture High-Yield Notes pursuant to Section 3.01; (b) upon the consummation of any sale or other disposition of any portion or all of the Capital Stock of such Guarantor (including by way of merger or consolidation) or other transaction such that after giving effect to such sale, disposition or other transaction such Guarantor is no longer a Domestic Subsidiary of the Company; (c) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (a10.05(v) of the definition High-Yield Indentures in connection with a change of “Immaterial Subsidiary,” upon the release control of the guarantee referred to in such clause; or (d) entry into a supplemental indenture pursuant to Section 10.02(j) to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee with respect to the Notes when such release, termination, discharge or re-taking is provided for under the Indenture. Upon request and at the expense of the Company and upon receipt of an Officer’s Certificate, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any HolderMosaic Global Holdings. The Trustee shall have no liability to execute any Person for any release, supplemental indenture documents reasonably requested by the Issuer or instrument a Guarantor in order to evidence the release of a such Guarantor delivered in reliance on such Officer’s Certificatefrom its obligations under its Note Guarantee under this Article Thirteen.

Release of Guarantors. A (1) For so long as the Company is a party to or otherwise bound by the terms of the Credit Facility or any Substitute Credit Facility, if a Guarantor will is released from all of its guarantees under or pursuant to the Credit Facility and all Substitute Credit Facilities, such Guarantor shall be automatically and unconditionally released and discharged from all of its obligations under the Notes, this Indenture and its Note Guarantee, and its Note Guarantee will automatically terminate: (a) upon satisfaction and discharge of this Indenture pursuant to Section 3.01; (b) upon without any further action required on the consummation of any sale or other disposition of any portion or all of the Capital Stock of such Guarantor (including by way of merger or consolidation) or other transaction such that after giving effect to such sale, disposition or other transaction such Guarantor is no longer a Domestic Subsidiary part of the Company; (c) to , the extent other Guarantors, the Trustee or any Holder; provided that all guarantees by such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (a) of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause; or (d) entry into a supplemental indenture pursuant to Section 10.02(j) to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee with respect to the Notes when such release, termination, discharge or re-taking is provided for under the Indenture. Upon request and at the expense other Indebtedness of the Company and any Subsidiaries are terminated at or prior to the time of such release. (2) For so long as the Company is not a party to or bound by the terms of the Credit Facility or any Substitute Credit Facility, if a Guarantor shall cease to be a Domestic Significant Subsidiary, such Guarantor shall be automatically and unconditionally released and discharged from all of its obligations under this Indenture and its Guarantee without any further action required on the part of the Company, the other Guarantors, the Trustee or any Holder; provided that all guarantees by such Guarantor of any other Indebtedness of the Company and any Subsidiaries (other than guarantees that constitute Guarantor Senior Indebtedness of such Guarantor) are terminated at or prior to the time of such release. (3) The Trustee shall deliver an appropriate instrument evidencing any such release upon receipt of a written request by the Company accompanied by an Officer’s CertificateOfficers' Certificate and an Opinion of Counsel, each to the Trustee shall evidence effect that such release by a supplemental indenture or other instrument which may be executed by has been effected in compliance with the Trustee without the consent provisions of any Holder. The Trustee shall have no liability to any Person for any release, supplemental indenture or instrument to evidence the release of a Guarantor delivered in reliance on such Officer’s Certificatethis Indenture.

Release of Guarantors. (a) A Note Guarantee of a Guarantor (other than Parent) will be unconditionally and automatically released and discharged upon any of the following: (1) any Transfer (including, without limitation, by way of consolidation or merger) by any Guarantor (other than Parent) to any Person that is not a Guarantor of all or substantially all of the properties and assets of such Guarantor; provided that such Guarantor is also released from all of its obligations in respect of Indebtedness under each Credit Facility and any other Indebtedness that gave rise to the Notes, this Indenture and its obligation to provide such Note Guarantee, and its Note Guarantee will automatically terminate:; (a2) any Transfer directly or indirectly (including, without limitation, by way of consolidation or merger) to any Person that is not a Guarantor of Equity Interests of a Guarantor or any issuance by a Guarantor (other than Parent) of its Equity Interests, such that such Guarantor ceases to be a Subsidiary; provided that such Guarantor is also released from all of its obligations in respect of Indebtedness under each Credit Facility and any other Indebtedness that gave rise to the obligation to provide such Note Guarantee; (3) the release of such Guarantor from all obligations of such Guarantor in respect of Indebtedness under each Credit Facility and any other Indebtedness that gave rise to the obligation to provide such Note Guarantee; or (b) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture pursuant to Section 3.01; (b) upon the consummation of any sale or other disposition of any portion or all of the Capital Stock of such Guarantor (including by way of merger or consolidation) or other transaction such that after giving effect to such sale, disposition or other transaction such Guarantor is no longer a Domestic Subsidiary of the Company; (c) to the extent that such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (a) of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause; or (d) entry into a supplemental indenture pursuant to Section 10.02(j) to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee accordance with respect to the Notes when such release, termination, discharge or re-taking is provided for under the Indenture. Upon request and at the expense of the Company and upon receipt of an Officer’s Certificate, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder. The Trustee shall have no liability to any Person for any release, supplemental indenture or instrument to evidence the release of a Guarantor delivered in reliance on such Officer’s CertificateArticle Nine.

Release of Guarantors. A (1) For so long as the Company is a party to or otherwise bound by the terms of the Credit Facility or any Substitute Credit Facility, if a Guarantor will is released from all of its guarantees under or pursuant to the Credit Facility and all Substitute Credit Facilities, such Guarantor shall be automatically and unconditionally released and discharged from all of its obligations under the Notes, this Indenture and its Note Guarantee, and its Note Guarantee will automatically terminate: (a) upon satisfaction and discharge of this Indenture pursuant to Section 3.01; (b) upon without any further action required on the consummation of any sale or other disposition of any portion or all of the Capital Stock of such Guarantor (including by way of merger or consolidation) or other transaction such that after giving effect to such sale, disposition or other transaction such Guarantor is no longer a Domestic Subsidiary part of the Company; (c) to , the extent other Guarantors, the Trustee or any Holder; provided that all guarantees by such Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (a) of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause; or (d) entry into a supplemental indenture pursuant to Section 10.02(j) to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee with respect to the Notes when such release, termination, discharge or re-taking is provided for under the Indenture. Upon request and at the expense other Indebtedness of the Company and any Subsidiaries of the Company are terminated at or prior to the time of such release. (2) For so long as the Company is not a party to or bound by the terms of the Credit Facility or any Substitute Credit Facility, if a Guarantor shall cease to be a Domestic Significant Subsidiary, such Guarantor shall be automatically and unconditionally released and discharged from all of its obligations under this Indenture and its Guarantee without any further action required on the part of the Company, the other Guarantors, the Trustee or any Holder; provided that all guarantees by such Guarantor of any other Indebtedness of the Company and any Subsidiaries of the Company are terminated at or prior to the time of such release. (3) The Trustee shall deliver an appropriate instrument evidencing any such release upon receipt of a written request by the Company accompanied by an Officer’s CertificateOfficers' Certificate and an Opinion of Counsel, each to the Trustee shall evidence effect that such release by a supplemental indenture or other instrument which may be executed by has been effected in compliance with the Trustee without the consent provisions of any Holder. The Trustee shall have no liability to any Person for any release, supplemental indenture or instrument to evidence the release of a Guarantor delivered in reliance on such Officer’s Certificatethis Indenture.

Release of Guarantors. A If any Guarantor will cease to be automatically released from all a Subsidiary as a result of its obligations under the Notesa Disposition, this Indenture and its Note Guarantee, and its Note Guarantee will automatically terminate: (a) upon satisfaction and discharge of this Indenture pursuant to Section 3.01; (b) upon the consummation of any sale or other disposition of any portion or all of the Capital Stock of such Guarantor (including by way of merger or consolidation) dissolution or other transaction permitted under the Credit Agreement, the Guarantors shall cause the Borrower to deliver to the Administrative Agent prior written notice thereof, at least ten days before such that after giving effect to such saleDisposition, disposition dissolution or other transaction is to take effect, certifying that such Disposition, dissolution or other transaction is permitted under the Credit Agreement. Thereafter, upon (i) the effectiveness of such Disposition, dissolution or other transaction, (ii) application of the proceeds thereof in accordance with any applicable provision of the Credit Agreement, (iii) written ratification (in form and substance reasonably acceptable to the Administrative Agent) by the remaining Guarantors of their obligations hereunder and (iv) delivery by the Borrower to the Administrative Agent of a certificate of the Borrower, certifying that the Disposition, dissolution or other transaction with respect to such Guarantor is has been effected (the “Borrower Certificate”), such Guarantor shall be released from this Guaranty, and this Guaranty shall be of no longer a Domestic Subsidiary further force and effect with respect to such Guarantor. Upon receipt by the Administrative Agent of the Company; (c) Borrower Certificate, the Administrative Agent shall execute and deliver to such Guarantor or its designee, at the extent Borrower’s and such Guarantor’s sole cost and expense, any document or instrument that such Guarantor is not an Immaterial Subsidiary solely due or the Borrower shall reasonably request to the operation of clause (a) of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause; or (d) entry into a supplemental indenture pursuant to Section 10.02(j) to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee with respect to the Notes when such release, termination, discharge or re-taking is provided for under the Indenture. Upon request and at the expense of the Company and upon receipt of an Officer’s Certificate, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder. The Trustee shall have no liability to any Person for any release, supplemental indenture or instrument to evidence the release of a Guarantor delivered in reliance on such Officer’s Certificate.

Release of Guarantors. A The Note Guarantee of any Guarantor will be automatically and unconditionally released from all and discharged upon any of its obligations under the Notes, this Indenture and its Note Guarantee, and its Note Guarantee will automatically terminatefollowing: (a) upon satisfaction and discharge a sale or other disposition of this Indenture pursuant Capital Stock (including by way of consolidation or merger) of such Guarantor following which it is no longer a direct or indirect Subsidiary of the Company or the sale or disposition of all or substantially all the assets of the Guarantor (other than to Section 3.01the Company or a Restricted Subsidiary); (b) upon the consummation of any sale or other disposition of any portion or all of designation by the Capital Stock Company of such Guarantor (including by way of merger or consolidation) or other transaction such that after giving effect to such sale, disposition or other transaction such Guarantor is no longer a Domestic Subsidiary of the Companyas an Unrestricted Subsidiary; (c) if the Note Guarantee was required pursuant to the extent that such Guarantor is not an Immaterial Subsidiary solely due to terms of this Indenture, the operation of clause (a) cessation of the definition of “Immaterial Subsidiary,” upon circumstances requiring the release Note Guarantee; (d) defeasance or discharge of the guarantee referred to Notes, as provided in such clauseArticle Eight hereof; or (de) entry into the release, other than the discharge through payment by the Guarantor, of all other Guarantees by such Restricted Subsidiary of Debt of the Company or any other Restricted Subsidiary; and in each such case, prior to release and discharge or such Note Guarantee, the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by either an Issuer or a supplemental indenture pursuant Guarantor in order to Section 10.02(j) to confirm and evidence the release, termination, discharge or retaking and termination of any such Guarantor from its obligations under its Note Guarantee with respect to endorsed on the Notes when such release, termination, discharge or re-taking is provided for and under the Indenture. Upon request and at the expense of the Company and upon receipt of an Officer’s Certificate, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder. The Trustee shall have no liability to any Person for any release, supplemental indenture or instrument to evidence the release of a Guarantor delivered in reliance on such Officer’s Certificatethis Article Ten.

Release of Guarantors. A The Guarantee of a Subsidiary Guarantor will shall automatically be automatically released from all of its obligations under its Guarantee endorsed on the Notes, Securities and under this Indenture and its Note Guarantee, and its Note Guarantee will automatically terminate: Article XIII without need for any further act or the execution or delivery or any document: (a) upon satisfaction and discharge of this Indenture pursuant to Section 3.01; (bi) upon the consummation of any sale or other disposition (including by way of any portion consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or other transaction such that after giving effect to such sale, transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or other transaction dissolution of such Guarantor Guarantor; provided that no Default or Event of Default shall occur as a result thereof or has occurred and is no longer a Domestic Subsidiary of continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV. Upon delivery by the Company; (c) Company to the extent Trustee of an Officers’ Certificate to the effect that such Guarantor is not an Immaterial Subsidiary solely due to transaction was made in accordance with the operation of clause (a) of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause; or (d) entry into a supplemental indenture pursuant to Section 10.02(j) to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee with respect to the Notes when such release, termination, discharge or re-taking is provided for under the Indenture. Upon request and at the expense of the Company and upon receipt of an Officer’s Certificateprovisions hereof, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of execute any Holder. The Trustee shall have no liability to any Person for any release, supplemental indenture or instrument documents reasonably required in order to evidence the release of a such Guarantor delivered in reliance from its obligations under its Guarantee endorsed on such Officer’s Certificatethe Securities and under this Article XIII.

Release of Guarantors. A Guarantor will shall be automatically released from all of its obligations under the Notes, this Indenture and its Note Guarantee, and its Note Guarantee will shall automatically terminate: terminate (a1) upon the release or discharge of the Guarantee or direct obligations of such Guarantor as a guarantor under the New Credit Agreement or such other instrument that required the Guarantee in accordance with Section 10.7; (2) upon the exercise of the legal defeasance option or the covenant defeasance option pursuant to Section 8.1(b), or upon satisfaction and discharge of this Indenture pursuant to Section 3.01; 8.1(a); (b3) upon the consummation of any sale sale, disposition or other disposition transfer of any portion or all of the Capital Stock of such Guarantor (including by way of merger or consolidation) or other transaction such that after giving effect to such sale, disposition or other transaction such Guarantor is no longer a Domestic wholly-owned Subsidiary of the Company; Issuer; (c4) in the event that (A) the Notes are rated Investment Grade by either of the Rating Agencies, (B) no Default or Event of Default shall have occurred and be continuing and (C) the Issuer shall have delivered to the extent that such Guarantor is not Trustee an Immaterial Subsidiary solely due to Officers’ Certificate certifying the operation of clause (a) satisfaction of the definition of “Immaterial Subsidiary,” upon foregoing clauses (A) and (B) or (5) if the release of Issuer designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the guarantee referred to in such clause; or (d) entry into a supplemental indenture pursuant to Section 10.02(j) to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee with respect to the Notes when such release, termination, discharge or re-taking is provided for under the Indentureapplicable provisions herein. Upon request and at the expense of the Company and upon receipt of an Officer’s CertificateIssuer, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder. The Trustee shall have no liability to any Person for any release, supplemental indenture or instrument to evidence the release of a Guarantor delivered in reliance on such Officer’s Certificate.

Release of Guarantors. A The Guarantee of any Subsidiary Guarantor will be automatically and unconditionally released from all and discharged upon any of its obligations under the Notes, this Indenture and its Note Guarantee, and its Note Guarantee will automatically terminatefollowing: (aA) upon satisfaction and discharge any Transfer, to any Person not an Affiliate of this Indenture pursuant to Section 3.01; (b) upon the consummation Company, of any sale or other disposition of any portion or all of the Capital Stock held by the Company or any of its Restricted Subsidiaries in, or of all or substantially all the assets of, such Subsidiary Guarantor (including which Transfer is made in accordance with this Indenture and, if the Company or any of its Restricted Subsidiaries intends to comply with Section 4.12 by way of merger making an investment or consolidation) expenditure in Replacement Assets, the Company or other transaction such that after giving effect to such sale, disposition or other transaction such Guarantor is no longer a Domestic Restricted Subsidiary of the Company; (c) delivers to the extent Trustee a written agreement that it will make such Guarantor is not an Immaterial Subsidiary solely due to investment or expenditure within the operation of clause (a) of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to time frame set forth in such clauseSection 4.12); or (dB) entry into a supplemental indenture pursuant to Section 10.02(j) to confirm the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the provisions of this Indenture; and evidence in each such case, the release, termination, discharge or retaking of any Note Guarantee with respect Company has delivered to the Notes when such releaseTrustee an Officers' Certificate and an Opinion of Counsel, termination, discharge or re-taking is each stating that all conditions precedent herein provided for under the Indenture. Upon request relating to such transactions have been complied with and at the expense of the Company and upon receipt of an Officer’s Certificate, the Trustee shall evidence that such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holderis authorized and permitted hereunder. The Trustee shall have no liability to execute any Person for any release, supplemental indenture documents reasonably requested by either Issuer or instrument a Subsidiary Guarantor in order to evidence the release of a such Subsidiary Guarantor delivered in reliance from its obligations under its Guarantee endorsed on such Officer’s Certificatethe Notes and under this Article Ten.

Release of Guarantors. A The Note Guarantee of any Guarantor will be automatically and unconditionally released from all and discharged upon any of its obligations under the Notes, this Indenture and its Note Guarantee, and its Note Guarantee will automatically terminatefollowing: (a) upon satisfaction and discharge a sale or other disposition of this Indenture pursuant Capital Stock (including by way of consolidation or merger) of such Guarantor following which it is no longer a direct or indirect Subsidiary of the Company or the sale or disposition of all or substantially all the assets of the Guarantor (other than to Section 3.01the Company or a Restricted Subsidiary); (b) upon the consummation of any sale or other disposition of any portion or all of designation by the Capital Stock Company of such Guarantor (including by way of merger or consolidation) or other transaction such that after giving effect to such sale, disposition or other transaction such Guarantor is no longer a Domestic Subsidiary of the Companyas an Unrestricted Subsidiary; (c) defeasance or discharge of the notes, as provided in Article VIII hereof. If the Note Guarantee of any Guarantor is deemed to be released or is automatically released, the Company shall deliver to the extent Trustee an Officers’ Certificate stating the identity of the released Guarantor, the basis for release in reasonable detail, and that such Guarantor is not an Immaterial Subsidiary solely due release complies with this Indenture. At the request of the Company, and upon delivery to the operation Trustee of clause (a) an Officers’ Certificate and an Opinion of Counsel stating that such release complies with this Indenture, the definition of “Immaterial Subsidiary,” upon Trustee shall execute any documents reasonably requested by either the release of the guarantee referred Company or a Guarantor in order to in such clause; or (d) entry into a supplemental indenture pursuant to Section 10.02(j) to confirm and evidence the release, termination, discharge or retaking and termination of any such Guarantor from its obligations under its Note Guarantee with respect to endorsed on the Notes when and under this Article XII (it being understood that the failure to obtain any such release, termination, discharge or re-taking is provided for under the Indenture. Upon request and at the expense of the Company and upon receipt of an Officer’s Certificate, the Trustee instrument shall evidence such not impair any automatic release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder. The Trustee shall have no liability pursuant to any Person for any release, supplemental indenture or instrument to evidence the release of a Guarantor delivered in reliance on such Officer’s Certificatethis Section 12.03).

Release of Guarantors. A Guarantor will shall be automatically released from all of its obligations under the Notes, this Indenture and its Note Guarantee, and its Note Guarantee will shall automatically terminate: terminate (a1) upon the release or discharge of the Guarantee or direct obligations of such Guarantor as a guarantor under the New Credit Agreement or such other instrument that required the Guarantee in accordance with Section 10.1 or 10.8; (2) upon the exercise of the legal defeasance option or the covenant defeasance option pursuant to Section 8.1(b), or upon satisfaction and discharge of this Indenture pursuant to Section 3.01; 8.1(a); (b3) upon the consummation of any sale sale, disposition or other disposition transfer of any portion or all of the Capital Stock of such Guarantor (including by way of merger or consolidation) or other transaction such that after giving effect to such sale, disposition or other transaction such Guarantor is no longer a Domestic wholly-owned Subsidiary of the Company; Issuer; (c4) in the event that (A) the Notes are rated Investment Grade by either of the Rating Agencies, (B) no Default or Event of Default shall have occurred and be continuing and (C) the Issuer shall have delivered to the extent that such Guarantor is not Trustee an Immaterial Subsidiary solely due to Officers’ Certificate certifying the operation of clause (a) satisfaction of the definition of “Immaterial Subsidiary,” upon foregoing clauses (A) and (B) or (5) if the release of Issuer designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the guarantee referred to in such clause; or (d) entry into a supplemental indenture pursuant to Section 10.02(j) to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee with respect to the Notes when such release, termination, discharge or re-taking is provided for under the Indentureapplicable provisions herein. Upon request and at the expense of the Company and upon receipt of an Officer’s CertificateIssuer, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder. The Trustee shall have no liability to any Person for any release, supplemental indenture or instrument to evidence the release of a Guarantor delivered in reliance on such Officer’s Certificate.

Release of Guarantors. A It is acknowledged that the following Subsidiaries of the Borrower (the "Guarantors to be Released") had been Guarantors prior to the date of this Amendment and each either (1) is being sold (or its assets are being sold) under a transaction permitted under the Credit Agreement or (2) is being dissolved. Xxxxxx Steel, Inc. Xxxxxx Structural Steel Co. Tri Western Metals Company Triumph Metals Group Sales Co. The Banks hereby consent to such sale or dissolution of such Subsidiaries and the Banks and the other parties hereto hereby acknowledge that (i) each Guarantor will to be automatically Released is hereby released from all its Guaranty and Suretyship Agreement and the other Loan Documents to which it is a party, (ii) each Guarantor to be Released shall not be a Guarantor on and after the date hereof and (ii) the owner of its obligations under the Notes, this Indenture and its Note Guarantee, and its Note Guarantee will automatically terminate: (a) upon satisfaction and discharge shares of this Indenture pursuant to Section 3.01; (b) upon the consummation of any sale capital stock or other disposition of any portion or all of the Capital Stock ownership interests of such Guarantor (including by way to be Released shall not be required to pledge such shares of merger or consolidation) capital stock or other transaction ownership interests in such that after giving effect Guarantors to be Released to the Administrative Agent pursuant to the Pledge Agreement. The Administrative Agent is authorized to sign such sale, disposition releases or other transaction documents as appropriate to evidence or effectuate the forgoing release. Notwithstanding the foregoing, if any of such Guarantor is no longer a Domestic sales or dissolutions shall not have occurred on or before December 31, 2004, then any such Subsidiary that has not been sold or dissolved shall comply with Section 26 of the Company; (c) to the extent that such Guarantor is not an Immaterial Guaranty Agreement as if it became a Material Subsidiary solely due to the operation of clause (a) of the definition of “Immaterial Subsidiary,” upon the release of the guarantee referred to in such clause; or (d) entry into a supplemental indenture pursuant to Section 10.02(j) to confirm and evidence the release, termination, discharge or retaking of any Note Guarantee with respect to the Notes when such release, termination, discharge or re-taking is provided for under the Indenture. Upon request and at the expense of the Company and upon receipt of an Officer’s Certificate, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder. The Trustee shall have no liability to any Person for any release, supplemental indenture or instrument to evidence the release of a Guarantor delivered in reliance on such Officer’s Certificatedate.

Release of Guarantors. A The Note Guarantee of any Guarantor will be automatically and unconditionally released from all and discharged upon any of its obligations under the Notes, this Indenture and its Note Guarantee, and its Note Guarantee will automatically terminatefollowing: (a) upon satisfaction and discharge a sale or other disposition of this Indenture pursuant Capital Stock (including by way of consolidation or merger) of such Guarantor following which it is no longer a direct or indirect Subsidiary of the Company or the sale or disposition of all or substantially all the assets of the Guarantor (other than to Section 3.01the Company or a Restricted Subsidiary); (b) upon the consummation of any sale or other disposition of any portion or all of designation by the Capital Stock Company of such Guarantor (including by way of merger or consolidation) or other transaction such that after giving effect to such sale, disposition or other transaction such Guarantor is no longer a Domestic Subsidiary of the Companyas an Unrestricted Subsidiary; (c) if the Note Guarantee was required pursuant to the extent that such Guarantor is not an Immaterial Subsidiary solely due to terms of this Indenture, the operation of clause (a) cessation of the definition of “Immaterial Subsidiary,” upon circumstances requiring the release of the guarantee referred to in such clause; orNote Guarantee; (d) entry into defeasance or discharge of the notes, as provided in Article Eight hereof, (e) the release, other than the discharge through payment by the Guarantor, of all other Guarantees by such Restricted Subsidiary of Debt of the Company or any other Restricted Subsidiary (f) and in each such case, prior to release and discharge or such Note Guarantee, the Issuers shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to such transactions have been complied with and that such release is authorized and permitted hereunder. The Trustee shall execute any documents reasonably requested by either an Issuer or a supplemental indenture pursuant Guarantor in order to Section 10.02(j) to confirm and evidence the release, termination, discharge or retaking and termination of any such Guarantor from its obligations under its Note Guarantee with respect to endorsed on the Notes when such release, termination, discharge or re-taking is provided for and under the Indenture. Upon request and at the expense of the Company and upon receipt of an Officer’s Certificate, the Trustee shall evidence such release by a supplemental indenture or other instrument which may be executed by the Trustee without the consent of any Holder. The Trustee shall have no liability to any Person for any release, supplemental indenture or instrument to evidence the release of a Guarantor delivered in reliance on such Officer’s Certificatethis Article Ten.