Release of Guaranty. The Note Guaranty of each Guarantor will terminate upon:
(i) a sale or other disposition (including by way of consolidation or merger) of the applicable Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case other than to the Issuer or a Subsidiary) otherwise permitted by this Indenture; or
(ii) defeasance or discharge of the Notes, as provided in Article 8, subject to those obligations of the applicable Guarantor that shall survive defeasance or discharge. Upon delivery by the Issuer to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested by the Issuer in writing in order to evidence the release of the applicable Guarantor from its obligations under its Note Guaranty.
Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon
(1) a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Restricted Subsidiary) otherwise permitted by the Indenture,
(2) if the Note Guaranty was required pursuant to the terms of the Indenture, the cessation of the circumstances requiring the Note Guaranty,
(3) the designation in accordance with the Indenture of the Guarantor as an Unrestricted Subsidiary, or
(4) defeasance or discharge of the Notes, as provided in Article 8 . Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.
Release of Guaranty. The Subsidiary Guaranty of a Subsidiary Guarantor shall be deemed to be automatically and unconditionally released and discharged, without the need of any action on the part of such Subsidiary Guarantor or the Trustee or otherwise:
(A) upon the sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor (including, for the avoidance of doubt, any transaction pursuant to which such Subsidiary Guarantor ceases to be a Subsidiary of the Issuer);
(B) upon the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor;
(C) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary or a Non-Material Subsidiary pursuant to the terms of the Indenture;
(D) upon a legal defeasance or satisfaction and discharge of the Notes, as provided in Article VIII;
(E) pursuant to Article IX; or
(F) pursuant to Section 4.16, in the case of clause (A) or (B), other than to the Issuer or a Restricted Subsidiary and as permitted by the Indenture. Upon delivery by the Issuer to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Guaranty. Notwithstanding anything to the contrary in the Indenture, the Notes or the Guaranties, if the Issuer, due to an error made in good faith, causes any Person to execute this Supplemental Indenture or any other supplement to the Base Indenture, or any other instrument, purporting to cause such Person to guarantee the Notes and become a Subsidiary Guarantor and, at the time of such execution, either (x) such Person is not a domestic Subsidiary of the Issuer; or (y) such Person is neither a Rule 3-10-Eligible Subsidiary nor required to guarantee the Notes pursuant to the Indenture, then, notwithstanding such Supplemental Indenture or other supplement or instrument, the Subsidiary Guaranty of such Person shall automatically, and without the need for any action on the part of the Issuer, such Person or the Trustee or otherwise, be null and void, with the same force and effect as if such execution had never occurred. Without limiting the generality of the foregoing, the Issuer and such Person may nonetheless thereafter execute and deliver to the Trustee such instruments or other documents that shall memorialize the nullification of such Subsidiary Guaranty.
Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon:
(i) a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to the Company or a Subsidiary) otherwise permitted by this Indenture;
(ii) if the Note Guaranty was required pursuant to the terms of this Indenture, the cessation of the circumstances requiring the Note Guaranty; or
(iii) defeasance or discharge of the Notes, as provided in Article 8. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested by the Company in writing in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.
Release of Guaranty. (a) The Subsidiary Guarantee of a Subsidiary Guarantor shall be released pursuant to Section 4.10 and shall also be released immediately:
(i) upon any sale or other disposition of all or substantially all of the properties or assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.12;
(ii) upon any sale or other disposition 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, if the sale or other disposition does not violate Section 4.12 and such Subsidiary Guarantor no longer qualifies as a Subsidiary of the Company as a result of such disposition;
(iii) upon designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, in accordance with Section 4.14;
(iv) upon legal defeasance, covenant defeasance or satisfaction and discharge of this Indenture as provided pursuant to the defeasance or satisfaction and discharge provisions in Sections 8.01, 8.02 and 8.03; or
(v) upon the liquidation or dissolution of such Subsidiary Guarantor, provided no Default or Event of Default occurs as a result thereof or has occurred or is continuing.
(b) Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that all conditions precedent to the release of such Subsidiary Guarantee, as set forth in this Indenture, have been satisfied, the Trustee will execute any documents reasonably required in order to evidence the release of any Subsidiary Guarantor from its obligations under such Subsidiary Guarantee.
(c) Any Subsidiary Guarantor not released from its obligations under its Subsidiary Guarantee as provided in this Section 10.09 will remain liable for the full amount of principal of and interest and premium, if any, on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article 10.
Release of Guaranty. Concurrently with the payment in full of all of the Indenture Obligations, the Guarantors shall be released from and relieved of their obligations under this Article Thirteen, except that this Section 1312 shall survive such release of the Guarantors and the termination of this Indenture. Upon the delivery by the Company to the Trustee of an Officers' Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of this Guaranty was made by the Company in accordance with the provisions of this Indenture and the Securities, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations under this Guaranty. If any of the Indenture Obligations are revived and reinstated after the termination of this Guaranty, then all of the obligations of the Guarantors under this Guaranty shall be revived and reinstated as if this Guaranty had not been terminated until such time as the Indenture Obligations are paid in full and each Guarantor shall enter into an amendment to this Guaranty, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement.
Release of Guaranty. Notwithstanding anything to the contrary in this Article XIV, in the event that any Guarantor shall no longer be a guarantor of any Funded Debt of the Partnership other than the Securities, and so long as no Default or Event of Default shall have occurred or be continuing, such Guarantor, upon giving written notice to the Trustee to the foregoing effect, shall be deemed to be released from all of its obligations in respect of the Securities and this Indenture without further act or deed and the Guaranty of such Guarantor shall be of no further force or effect. Following the receipt by the Trustee of any such notice, the Partnership shall cause this Indenture to be amended as provided in Section 901; provided, however, that the failure to so amend this Indenture shall not affect the validity of the termination of the Guaranty of such Guarantor. * * * 81 This instrument may be executed with counterpart signature pages or in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon:
(i) a sale or other disposition (including by way of consolidation or merger, other than a consolidation or merger with or into the Company) of the Guarantor or the sale or disposition of the assets of the Guarantor as an entirety or substantially as an entirety (in each case other than to the Company) otherwise permitted by the Indenture;
(ii) the Guarantee Triggering Amount being reduced to an amount equal to or less than the greater of $300 million or 15% of Consolidated Net Worth; provided, however, that if at the time of such reduction a Guarantor guarantees any of the Company’s obligations under the Revolving Credit Facility, the guarantee of such Guarantor will not terminate under this clause (ii) until such Guarantor does not guarantee the Company’s obligations under the Revolving Credit Facility;
(iii) a consolidation or merger of the Guarantor with or into the Company; or
(iv) defeasance or discharge of the Notes, as provided in Section 8.05 of the Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guaranty.
Release of Guaranty. Agent hereby acknowledges and agrees that, with the consent of the Borrower, Guarantor shall have the option, at any time while the Loan is outstanding, to substitute cash collateral for its obligations hereunder and obtain a full release of this Guaranty and the Interest and Operating Costs Guaranty (but not any of the other Guaranties) upon satisfaction of the following conditions:
(a) Guarantor shall deposit cash in an amount equal to the sum of (1) $40,000,000, plus (2) the amount obtained by liquidating all cash and Acceptable Securities then held in the Restricted Securities Account, plus (3) the amount, if any, which Guarantor would be required to deposit into the Restricted Securities Account in accordance with Section 8(i) above to meet the Minimum Balance requirements of such section on the date of such liquidation (collectively, the “Substitute Collateral”) into an interest-bearing cash collateral account in the name of, and under the sole dominion and control of, the Agent (the “Substitute Cash Collateral Account”). The only Person authorized to withdraw funds from the Substitute Cash Collateral Account shall be the Agent. The Substitute Collateral shall be available to the Agent for the payment of Completion Costs, to ensure that each of the Guarantied Obligations is fully satisfied, and to ensure the payment or satisfaction of any other liability or obligation of Guarantor under this Guaranty and/or the Interest and Operating Costs Guaranty (including, without limitation, Operating Expenses, interest, Make-Whole Amounts and IRR Amounts). Guarantor shall have no obligation to make additional deposits into the Substitute Cash Collateral Account. Any interest earned on amounts on deposit in the Substitute Cash Collateral Account shall be added to and comprise a portion of the Substitute Collateral. Any funds remaining on deposit in the Substitute Cash Collateral Account after the payment in full of the Loan in accordance with the terms of the Construction Loan Agreement (whether on the Maturity Date or on the date of any earlier prepayment in full of the Loan in accordance with Section 2.4 of the Construction Loan Agreement), shall be returned to Guarantor or otherwise disbursed at Guarantor’s written direction;
(b) Guarantor shall deliver (1) any documentation reasonably necessary to grant the Agent a perfected security interest in the Substitute Collateral, (2) a written independent accountant’s statement (or a statement from another third par...
Release of Guaranty. Purchasers hereby irrevocably authorize and direct Agent to release any Subsidiary Guarantor from its obligations under its Guaranty and under the other Note Documents to which it is a party if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder.
