Release of Note Guarantees. The Note Guarantee of any Subsidiary Guarantor will be automatically and unconditionally released and discharged:
(i) upon any sale, exchange or transfer (including by way of merger or consolidation) to any Person (other than an Affiliate of the Company) of all of the Capital Stock of such Subsidiary Guarantor;
(ii) upon the release or discharge of the guarantee by such Subsidiary Guarantor of Indebtedness of the Company or the repayment of the Indebtedness (or Attributable Debt) of such Subsidiary Guarantor, in each case which resulted in the obligation to Guarantee the Notes; provided that such Subsidiary Guarantor has not Guaranteed any other Indebtedness of the Company or any Subsidiary Guarantor or incurred or otherwise become liable for any other Indebtedness (or Attributable Debt) which would have resulted in an obligation to Guarantee the Notes;
(iii) if the Notes are rated Investment Grade by both Rating Agencies and no Default or Event of Default shall have occurred and then be continuing; or
(iv) if the Notes are defeased in accordance with the terms of this Indenture. If the Note Guarantee of any Subsidiary Guarantor is deemed to be released or is automatically released, the Company shall deliver to the Trustee an Officers’ Certificate stating the identity of the released Subsidiary Guarantor, the basis for release in reasonable detail, and that such release complies with this Indenture. At the request of the Company and upon being provided an Officers’ Certificate and an Opinion of Counsel complying with Section 11.04, the Trustee shall execute and deliver an appropriate instrument evidencing such release.
Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and such Note Guarantee shall thereupon terminate and be discharged and of no further force and effect, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee:
(1) (A) upon the merger or consolidation of such Guarantor with and into either the Company or any other Guarantor that is the surviving person in such merger or consolidation, or upon the liquidation of such Guarantor following or concurrently with the transfer of all or substantially all of its assets to either the Company or another Guarantor (and, if applicable, any minority stockholders of such Guarantor on a pro rata basis according to their ownership interests in such Guarantor); or
Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon:
Release of Note Guarantees. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee or any Holder is required for the release of such Guarantor’s Note Guarantee:
(i) if all or substantially all of the assets of such Guarantor are sold or otherwise disposed of (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 any of its Restricted Subsidiaries and such transaction does not violate, to the extent applicable, Section 4.10; or
(ii) if the Company designates such Guarantor as an Unrestricted Subsidiary in accordance with Section 4.07; or
(iii) if the Company consummates a transaction not prohibited by this Indenture following which such Guarantor is no longer a Restricted Subsidiary; or
(iv) if such Guarantor no longer guarantees Indebtedness of the Company under the Credit Agreement, unless an Event of Default has occurred and is continuing; or
(v) if the Company exercises its legal defeasance option or covenant defeasance option pursuant to Article 8.
(b) At the request and at the expense of the Company, the Trustee shall execute and deliver any instrument reasonably requested evidencing such release.
Release of Note Guarantees. For all purposes under the Guarantee and Collateral Agreement, each Holder by accepting a Note will be deemed to have consented to the release of the Note Guarantee of a Guarantor if the Company has delivered to the Trustee an Officers’ Certificate stating that:
(1) such Guarantor constitutes an Excluded Subsidiary and is not required to be a guarantor of the Notes pursuant to Section 4.13;
(2) all or substantially all of the assets of such Guarantor have been sold or otherwise disposed of (including by way of merger or consolidation) to a Person that is not the Company or a Guarantor;
(3) such Guarantor has been liquidated or dissolved; or
(4) upon Legal Defeasance or satisfaction and discharge of this Indenture as provided in Article 8 or Article 12, provided that such Guarantor has previously been, or will concurrently be, released from its guarantee of any other First Lien Debt.
Release of Note Guarantees. The Note Guarantee issued by any Subsidiary Guarantor will be automatically and unconditionally released and discharged upon:
(i) any sale, exchange or transfer to any Person (other than a Subsidiary of the Company) of any of the Capital Stock of such Subsidiary Guarantor;
(ii) in the event all or substantially all the assets or Capital Stock of a Subsidiary Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person in compliance with the terms of this Indenture;
(iii) the release or discharge of the guarantee by such Subsidiary Guarantor of Indebtedness of the Company or the repayment of the Indebtedness (or Attributable Debt) of such Subsidiary Guarantor, in each case which resulted in the obligation to Guarantee the Notes or if such Subsidiary no longer Guarantees the Credit Agreement; provided that such Subsidiary Guarantor has not Guaranteed any other Funded Debt of the Company or incurred or otherwise become liable for any other Indebtedness (or Attributable Debt) which would have resulted in an obligation to Guarantee the Notes;
(iv) if the Notes are rated Investment Grade by both Rating Agencies and no Default or Event of Default shall have occurred and then be continuing;
(v) in the event of liquidation or dissolution of such Subsidiary or Guarantor; or
(vi) if the Notes are defeased or discharged in accordance with the terms of this Indenture.
Release of Note Guarantees. The Note Guarantee of a Guarantor will be released and discharged upon:
(1) the designation of any Guarantor as a Non-Guarantor Restricted Subsidiary in accordance with Section 7.9;
(2) any sale, assignment, transfer, conveyance, exchange or other disposition (by merger, consolidation or otherwise) of the Capital Stock of a Guarantor after which the applicable Guarantor is no longer a Restricted Subsidiary, which sale, assignment, transfer, conveyance, exchange or other disposition is made in compliance with the applicable provisions of this Indenture;
(3) the designation of any Guarantor as an Unrestricted Subsidiary;
(4) upon repayment in full of the Notes; or
(5) the Issuer’s exercise of its Legal Defeasance option or Covenant Defeasance option in accordance with ARTICLE VI or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; and
(b) such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction and release have been complied with.
Release of Note Guarantees. Upon the sale by the Issuer or any Subsidiary of all or substantially all of the assets of any Subsidiary Guarantor or all of the Capital Stock of any Subsidiary Guarantor in a transaction constituting an Asset Sale that does not otherwise violate this Indenture, such Guarantor (in the event of a sale or other disposition of all of the Capital Stock of such Subsidiary Guarantor) or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) shall be automatically and unconditionally released and discharged of its Note Guarantee obligations.
Release of Note Guarantees. The Note Guarantee issued by any Subsidiary Guarantor will be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer to any person (other than an Affiliate of the Company) of all of the Capital Stock of such Subsidiary Guarantor or (ii) the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary, in each case in compliance with the terms of this Indenture.
Release of Note Guarantees. A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee is required for the release of such Guarantor’s Note Guarantee (other than delivery of the Officers’ Certificate referred to in this Section 10.07), in the following circumstances:
(a) in connection with any sale, transfer or other disposition of all or substantially all of the assets of that 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 of the Company, if the sale or other disposition does not violate Section 4.10 hereof;
(b) in connection with any sale, transfer or other disposition of all of the Capital Stock of that 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 of the Company, if the sale or other disposition does not violate Section 4.10 hereof;
(c) if the Company designates that any Restricted Subsidiary of the Company that is a Guarantor to be an Unrestricted Subsidiary of the Company in accordance with Section 4.17 hereof;
(d) if such Guarantor is released from its guarantee which caused such Restricted Subsidiary to become a Guarantor pursuant to Section 4.15 (except if such release is pursuant to, or as a result of, a complete payment under such guarantee); or
(e) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture by the Company pursuant to Article 11 hereof. In connection with any such release, the Company shall deliver to the Trustee an Officers’ Certificate of such Guarantor confirming the effective date of such release and stating that all conditions precedent provided for in this Indenture relating to such transaction have been complied with.
