Common use of RELEASE OF LIABILITY OF GUARANTOR Clause in Contracts

RELEASE OF LIABILITY OF GUARANTOR. (a) This Guarantee shall, as to each Guarantor, be released (i) if such Guarantor ceases to be a Subsidiary as a result of a transaction permitted by the Credit Agreement or that has been consented to in accordance with Section 9.02 of the Credit Agreement, (ii) if such Guarantor ceases to be a Material Subsidiary in accordance with the requirements of the definition of “Material Subsidiary” set forth in the Credit Agreement (including as a result of a designation pursuant to the second proviso appearing in the first sentence of such definition) or (iii) under the circumstances described in clause (b) below; provided, except in the case of preceding clause (iii), that (x) no such release shall occur if such Guarantor continues to be a guarantor in respect of (I) the Existing Credit Agreement or (II) any Indebtedness of the Borrower or any other Subsidiary in an aggregate principal amount equal to or greater than $50,000,000, unless and until such Subsidiary is (or is being simultaneously) released from its guarantee with respect to the Existing Credit Agreement or such Indebtedness, as the case may be, and (y) no such release shall occur if a Default has then occurred and is continuing. (b) At such time as the Term Loans and all other Guaranteed Obligations shall have been paid in full and the Term Loan Commitments have been terminated, the Guarantors shall be released from their obligations under this Guarantee, all without delivery of any instrument or performance of any act by any Person.

RELEASE OF LIABILITY OF GUARANTOR. (a) This Guarantee shall, as to each Guarantor, be released (i) if such Guarantor ceases to be a Subsidiary as a result of a transaction permitted by the Credit Agreement or that has been consented to in accordance with Section 9.02 of the Credit Agreement, (ii) if such Guarantor ceases to be a Material Subsidiary in accordance with the requirements of the definition of “Material Subsidiary” set forth in the Credit Agreement (including as a result of a designation pursuant to the second proviso appearing in the first sentence of such definition) or (iii) under the circumstances described in clause (b) below; provided, except in the case of preceding clause (iii), that (x) no such release shall occur if such Guarantor continues to be a guarantor in respect of (I) the Existing Credit Agreement or (II) any Indebtedness of the Borrower or any other Subsidiary in an aggregate principal amount equal to or greater than $50,000,000, unless and until such Subsidiary is (or is being simultaneously) released from its guarantee with respect to the Existing Credit Agreement or such Indebtedness, as the case may be, Indebtedness and (y) no such release shall occur if a Default has then occurred and is continuing. (b) At such time as (i) the Term Loans and all other Guaranteed Obligations of the type described in clause (i) of the definition thereof as set forth in the Credit Agreement shall have been paid in full and (ii) the Term Loan Commitments have been terminated, the Guarantors shall be released from their obligations under this Guarantee, all without delivery of any instrument or performance of any act by any Person.

RELEASE OF LIABILITY OF GUARANTOR. In the event that a Guarantor becomes an Immaterial Subsidiary or all of the Equity Interests of one or more Guarantors (aother than the Company) This is sold or otherwise disposed of or liquidated in compliance with the requirements of Section 7.04 or 7.05 of the Credit Agreement (or such sale, other disposition or liquidation has been approved in writing by the Required Lenders (or all the Lenders if required by Section 10.01 of the Credit Agreement)) and the proceeds of such sale, disposition or liquidation will be applied in accordance with the provisions of the Credit Agreement, to the extent applicable, such Immaterial Subsidiary, or such Guarantor, as applicable, shall, or upon consummation of such sale or other disposition (except to the extent that such sale or disposition is to the Company or another Subsidiary thereof), as applicable, shall be released from this Guarantee automatically and without further action and this Guarantee shall, as to each Guarantor, be released (i) if such Guarantor ceases or Guarantors, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the Equity Interests of any Guarantor shall be deemed to be a Subsidiary as a result sale of a transaction permitted by the Credit Agreement or that has been consented to in accordance with Section 9.02 of the Credit Agreement, (ii) if such Guarantor ceases for the purposes of this Section 17). Subject to be a Material Subsidiary in accordance with Section 15, on the requirements of the definition of “Material Subsidiary” Termination Date this Guarantee shall terminate (provided that all indemnities set forth in the Credit Agreement (including as a result of a designation pursuant to the second proviso appearing in the first sentence of herein shall survive such definitiontermination) or (iii) under the circumstances described in clause (b) below; provided, except in the case of preceding clause (iii), that (x) no such release shall occur if such and each Guarantor continues to be a guarantor in respect of (I) the Existing Credit Agreement or (II) any Indebtedness of the Borrower or any other Subsidiary in an aggregate principal amount equal to or greater than $50,000,000, unless and until such Subsidiary is (or is being simultaneously) released from its guarantee with respect to the Existing Credit Agreement or such Indebtedness, as the case may be, and (y) no such release shall occur if a Default has then occurred and is continuing. (b) At such time as the Term Loans and all other Guaranteed Obligations shall have been paid in full and the Term Loan Commitments have been terminated, the Guarantors shall be released from their its obligations under this Guarantee, all without delivery of any instrument or performance of any act by any Person.

RELEASE OF LIABILITY OF GUARANTOR. In the event that a Guarantor becomes an Immaterial Subsidiary or all of the Equity Interests of one or more Guarantors (aother than the Company) This Guarantee is sold or otherwise disposed of or liquidated in compliance with the requirements of Section 7.04 or 7.05 of the Credit Agreement (or such sale, other disposition or liquidation has been approved in writing by the Required Lenders (or all the Lenders if required by Section 10.01 of the Credit Agreement)) and the proceeds of such sale, disposition or liquidation will be applied in accordance with the provisions of the Credit Agreement, to the extent applicable, such Immaterial Subsidiary, or such Guarantor, as applicable, shall, or upon consummation of such sale or other disposition (except to the extent that such sale or disposition is to the Company or another Subsidiary thereof), as applicable, shall be released from this Guaranty automatically and without further action and this Guaranty shall, as to each Guarantor, be released (i) if such Guarantor ceases or Guarantors, terminate, and have no further force or effect (it being understood and agreed that the sale of one or more Persons that own, directly or indirectly, all of the Equity Interests of any Guarantor shall be deemed to be a Subsidiary as a result sale of a transaction permitted by the Credit Agreement or that has been consented to in accordance with Section 9.02 of the Credit Agreement, (ii) if such Guarantor ceases for the purposes of this Section 17). Subject to be a Material Subsidiary in accordance with Section 15, on the requirements of the definition of “Material Subsidiary” Termination Date this Guaranty shall terminate (provided that all indemnities set forth in the Credit Agreement (including as a result of a designation pursuant to the second proviso appearing in the first sentence of herein shall survive such definitiontermination) or (iii) under the circumstances described in clause (b) below; provided, except in the case of preceding clause (iii), that (x) no such release shall occur if such and each Guarantor continues to be a guarantor in respect of (I) the Existing Credit Agreement or (II) any Indebtedness of the Borrower or any other Subsidiary in an aggregate principal amount equal to or greater than $50,000,000, unless and until such Subsidiary is (or is being simultaneously) released from its guarantee with respect to the Existing Credit Agreement or such Indebtedness, as the case may be, and (y) no such release shall occur if a Default has then occurred and is continuing. (b) At such time as the Term Loans and all other Guaranteed Obligations shall have been paid in full and the Term Loan Commitments have been terminated, the Guarantors shall be released from their its obligations under this Guarantee, all without delivery of any instrument or performance of any act by any PersonGuaranty.

RELEASE OF LIABILITY OF GUARANTOR. (a) This Guarantee shall, as to each Guarantor, be released (i) if such Guarantor ceases to be a Subsidiary as a result of a transaction permitted by the Credit Agreement or that has been consented to in accordance with Section 9.02 of the Credit Agreement, (ii) if such Guarantor ceases to be a Material Subsidiary in accordance with the requirements of the definition of “Material Subsidiary” set forth in the Credit Agreement (including as a result of a designation pursuant to the second proviso appearing in the first sentence of such definition) or (iii) under the circumstances described in clause (b) below; provided, except in the case of preceding clause (iii), that (x) no such release shall occur if such Guarantor continues to be a guarantor in respect of (I) the Existing Credit Agreement or (II) any Indebtedness of the Borrower or any other Subsidiary in an aggregate principal amount equal to or greater than $50,000,000, unless and until such Subsidiary is (or is being simultaneously) released from its guarantee with respect to the Existing Credit Agreement or such Indebtedness, as the case may be, Indebtedness and (y) no such release shall occur if a Default has then occurred and is continuing. (b) At such time as (i) the Term Loans and all other Guaranteed Obligations of the type described in clause (i) of the definition thereof as set forth in the Credit Agreement shall have been paid in full, (ii) all Designated Swap Obligations then due and payable (or which will be due and payable following notice or expiration of any grace period) shall have been paid in full and in cash or made subject to other arrangements satisfactory to such holder (or such holder shall have otherwise consented in writing to the Term Loan release of the Guarantors from their obligations under this Guarantee), (iii) the Commitments have been terminatedterminated and (iv) all Letters of Credit shall be terminated (or cash collateralized or backstopped in a manner satisfactory to each Issuing Bank), the Guarantors shall be released from their obligations under this Guarantee, all without delivery of any instrument or performance of any act by any Person. (c) Notwithstanding the foregoing, any release of Guarantors effected in the manner permitted by the foregoing provisions of this Section 18 shall not require the consent of any Designated Swap Bank.

RELEASE OF LIABILITY OF GUARANTOR. (a) This Guarantee shall, as to each Guarantor, be released (i) if such Guarantor ceases to be a Subsidiary as a result of a transaction permitted by the Credit Agreement or that has been consented to in accordance with Section 9.02 of the Credit Agreement, (ii) if such Guarantor ceases to be a Material Subsidiary in accordance with the requirements of the definition of “Material Subsidiary” set forth in the Credit Agreement (including as a result of a designation pursuant to the second proviso appearing in the first sentence of such definition) or (iii) under the circumstances described in clause (b) below; provided, except in the case of preceding clause (iii), that (x) no such release shall occur if such Guarantor continues to be a guarantor in respect of (I) the Existing Credit Agreement or (II) any Indebtedness of the Borrower or any other Subsidiary in an aggregate principal amount equal to or greater than $50,000,000, unless and until such Subsidiary is (or is being simultaneously) released from its guarantee with respect to the Existing Credit Agreement or such Indebtedness, as the case may be, Indebtedness and (y) no such release shall occur if a Default has then occurred and is continuing. (b) At such time as the Term Loans and all other Guaranteed Obligations shall have been paid in full and full, the Term Loan Commitments have been terminatedterminated and all Letters of Credit shall be terminated (or cash collateralized or backstopped in a manner satisfactory to each Issuing Bank), the Guarantors shall be released from their obligations under this Guarantee, all without delivery of any instrument or performance of any act by any Person.