Common use of Release of Note Guaranty Clause in Contracts

Release of Note Guaranty. (a) A Guarantor shall be released from all of its obligations under its Note Guaranty, this Indenture and the Security Agreements (if applicable): (i) upon a sale or other disposition (including by way of consolidation, merger, liquidation or dissolution) of the Guarantor following which such Guarantor ceases to be a direct or indirect Wholly Owned Domestic Subsidiary of the Company, or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Company or a Subsidiary) otherwise permitted by this Indenture; (ii) upon the Guarantor becoming an Excluded Subsidiary; provided that if the applicable Subsidiary ceases to be an Excluded Subsidiary, it shall again become a Guarantor pursuant to Section 4.19; (iii) with the consent of the requisite holders of the Securities in accordance with Section 15.02, including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Securities; (iv) a Guarantor ceasing to be a Wholly Owned Domestic Subsidiary of the Company in accordance with this Indenture; provided that if the applicable Subsidiary becomes a Wholly Owned Domestic Subsidiary (other than an Excluded Subsidiary) it will again become a Guarantor pursuant to Section 4.19; or (v) upon discharge of the Indenture, as provided in Article 14; and in each case the Company has delivered to the Trustee an Officers’ Certificate, stating that all conditions precedent herein relating to such release have been complied with and that such release is authorized and permitted hereunder. (b) If all of the conditions to release contained in this Section 8.09 have been satisfied, the Trustee shall execute any documents reasonably requested by the Company or any Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guaranty and the Collateral Documents (if applicable).

Release of Note Guaranty. (a) A Guarantor shall be released from all of its obligations under its Note Guaranty, this Indenture and the Security Agreements (if applicable): (i) upon a sale or other disposition (including by way of consolidation, merger, liquidation or dissolution) of the Guarantor following which such Guarantor ceases to be a direct or indirect Wholly Owned Domestic Restricted Subsidiary of the Company, or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Company or a Restricted Subsidiary) otherwise permitted by this Indenture; (ii) upon the designation of such Guarantor as an Unrestricted Subsidiary, in accordance with the terms of this Indenture; (iii) upon the Guarantor becoming an Excluded Subsidiary; provided provided, that if the applicable Subsidiary ceases to be an Excluded Subsidiary, Subsidiary it shall again become a Guarantor pursuant to Section 4.19; (iii) with the consent of the requisite holders of the Securities in accordance with Section 15.02, including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Securities4.18; (iv) a Guarantor ceasing to be a Wholly Owned Domestic Subsidiary upon defeasance or discharge of the Company Notes, as provided in accordance with this Indenture; provided that if the applicable Subsidiary becomes a Wholly Owned Domestic Subsidiary (other than an Excluded Subsidiary) it will again become a Guarantor pursuant to Section 4.19Article 10; or (v) upon discharge as provided for in the Intercreditor Agreement (provided that a release pursuant to Section 4.02(b) of the Indenture, as provided in Article 14Intercreditor Agreement shall not occur unless such release is also permitted hereunder without giving effect to this clause (v)); and in each case the Company has delivered to the Trustee an Officers’ Officer’s Certificate, stating that all conditions precedent herein relating to such release have been complied with and that such release is authorized and permitted hereunder. (b) If all of the conditions to release contained in this Section 8.09 11.09 have been satisfied, the Trustee shall execute any documents reasonably requested by the Company or any Guarantor in order to evidence the release of such Guarantor from its obligations under its Note Guaranty and the Collateral Documents Security Agreements (if applicable).

Release of Note Guaranty. The Note Guaranty of a Guarantor will terminate, and the Note Guaranty will be automatically and unconditionally released and discharged with immediate effect, upon: (a) A Guarantor shall be released from all of its obligations under its Note Guarantya direct or indirect sale, this Indenture and the Security Agreements (if applicable): (i) upon a sale transfer, assignment or any other disposition (including by way of consolidation, mergeramalgamation, liquidation or dissolutionmerger) of Capital Stock of the relevant Guarantor following which such Guarantor ceases to be a direct or indirect Wholly Owned Domestic Restricted Subsidiary of the Company, or the sale or disposition of all or substantially all the assets Property of the Guarantor (including by way of consolidation, amalgamation, liquidation or merger) (other than to the Company or a Restricted Subsidiary) ), in each case in a transaction that is otherwise permitted by this Indenture; (iib) upon the Guarantor becoming an Excluded Subsidiary; provided that if release or discharge of such Guarantor’s obligations under the applicable Subsidiary ceases to be an Excluded Subsidiary, it shall again become Credit Agreement other than a Guarantor pursuant to Section 4.19release or discharge through payment thereon; (iiic) with the consent of the requisite holders of the Securities designation in accordance with Section 15.02, including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Securitiesthis Indenture of the Guarantor (other than the Company) as an Unrestricted Subsidiary; (ivd) a such Guarantor ceasing to be a Wholly Owned Domestic Restricted Subsidiary and such Guarantor not otherwise being required to provide a Note Guaranty pursuant to the provisions of Section 4.14; (e) such Guarantor ceasing to guarantee any debt of the Company Issuer or any Guarantor under any Credit Facility (including the Credit Agreement or any other syndicated credit facility) or capital markets debt in accordance with this Indenture; provided that if an aggregate principal amount in excess of $35,000,000 after the applicable Subsidiary becomes a Wholly Owned Domestic Subsidiary (date of its Note Guaranty other than an Excluded Subsidiarya release or discharge through payment thereon; (f) it will again become a Guarantor any discharge pursuant to Section 4.198.01(a) or defeasance pursuant to Section 8.01(b); or (vg) upon discharge of as required by the Indenture, as provided in Article 14; and in each case Collateral Trust Agreement. Upon delivery by the Company has delivered Issuer to the Trustee of an Officers’ Certificate, stating that all conditions precedent herein relating Officer’s Certificate and an Opinion of Counsel to such release have been complied with and that such release is authorized and permitted hereunder. (b) If all of the conditions to release contained in this Section 8.09 have been satisfiedforegoing effect, the Trustee shall will execute any documents reasonably requested by the Company or any Guarantor required in order to evidence the release of such Guarantor from its obligations under its Note Guaranty and the Collateral Documents (if applicable)Guaranty.

Release of Note Guaranty. The Note Guaranty of a Guarantor will terminate, and the Note Guaranty will be automatically and unconditionally released and discharged, upon: (a) A Guarantor shall be released from all of its obligations under its Note Guaranty, this Indenture and the Security Agreements (if applicable): (i) upon a sale or other disposition (including by way of consolidation, mergeramalgamation, liquidation or dissolutionmerger) of Capital Stock of the Guarantor following which such Guarantor ceases to be a direct or indirect Wholly Owned Domestic Subsidiary of the Company, Company or the sale or disposition of all or substantially all the assets Property of the Guarantor (other than to the Company or a Restricted Subsidiary) otherwise permitted by this Indenture; (iib) upon the Guarantor becoming an Excluded Subsidiary; provided that if release or discharge of such Guarantor’s obligations under the applicable Subsidiary ceases to be an Excluded Subsidiary, it shall again become Credit Agreement other than a Guarantor pursuant to Section 4.19release or discharge through payment thereon; (iiic) with the consent of the requisite holders of the Securities designation in accordance with Section 15.02, including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Securitiesthis Indenture of the Guarantor as an Unrestricted Subsidiary; (ivd) a such Guarantor ceasing to be a Wholly Owned Domestic Restricted Subsidiary and such Guarantor not otherwise being required to provide a Note Guaranty pursuant to the provisions of ‎Section 4.14; (e) such Guarantor ceasing to guarantee any debt of the Company Issuers or any Guarantor under the Credit Agreement or any other syndicated credit facility or capital markets debt in accordance with this Indenture; provided that if an aggregate principal amount in excess of $35 million after the applicable Subsidiary becomes a Wholly Owned Domestic Subsidiary (date of its Note Guaranty other than an Excluded Subsidiarya release or discharge through payment thereon; (f) it will again become a Guarantor any discharge pursuant to Section 4.19‎Section 8.01‎(a) or defeasance pursuant to ‎‎Section 8.01(b); or (vg) upon discharge of as required by the Indenture, as provided in Article 14; and in each case Collateral Trust Agreement. Upon delivery by the Company has delivered Issuers to the Trustee of an Officers’ Certificate, stating that all conditions precedent herein relating Certificate and an Opinion of Counsel to such release have been complied with and that such release is authorized and permitted hereunder. (b) If all of the conditions to release contained in this Section 8.09 have been satisfiedforegoing effect, the Trustee shall will execute any documents reasonably requested by the Company or any Guarantor required in order to evidence the release of such Guarantor from its obligations under its Note Guaranty and the Collateral Documents (if applicable)Guaranty.

Release of Note Guaranty. (a) A The Note Guarantee of a Guarantor shall will be released from all of its obligations under its Note Guaranty, this Indenture and the Security Agreements (if applicable):released: (i1) upon a in the event of any sale or other disposition (including by way of consolidation, merger, liquidation or dissolution) of the Guarantor following which such Guarantor ceases to be a direct or indirect Wholly Owned Domestic Subsidiary of the Company, or the sale or disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company, then such Guarantor (in the event of a sale or other than to disposition, by way of merger, consolidation or otherwise, of all of the Company Capital Stock of such Guarantor) or the corporation acquiring the property (in the event of a Subsidiarysale or other disposition of all or substantially all of the assets of such Guarantor) otherwise permitted by will be released and relieved of any obligations under its Note Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof; (ii2) upon the Guarantor becoming an Excluded Subsidiary; provided that if the applicable Company designates any Restricted Subsidiary ceases to be an Excluded Subsidiary, it shall again become that is a Guarantor pursuant to Section 4.19; (iii) with the consent of the requisite holders of the Securities as an Unrestricted Subsidiary in accordance with Section 15.02, including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, Securities4.18; (iv3) if the Company designates any Unrestricted Subsidiary Guarantor to no longer be a Guarantor ceasing to be a Wholly Owned Domestic Subsidiary of the Company in accordance with the provisions of this Indenture; provided Indenture that would be applicable if such Unrestricted Subsidiary Guarantor were treated as if it were a Restricted Subsidiary that the applicable Company had designated as an Unrestricted Subsidiary becomes a Wholly Owned Domestic Subsidiary in accordance with clause (other than an Excluded Subsidiary2) it will again become a Guarantor pursuant to Section 4.19above; or (v4) upon discharge in connection with the sale, disposition or transfer of the Indenture, as provided in Article 14; and in each case the Company has delivered to the Trustee an Officers’ Certificate, stating that all conditions precedent herein relating to such release have been complied with and that such release is authorized and permitted hereunder. (b) If all of the conditions assets of a Guarantor to release contained in this Section 8.09 have been satisfied, another Guarantor or the Trustee shall execute any documents reasonably requested by the Company or any Company. Any Guarantor in order to evidence the release of such Guarantor not released from its obligations under its Note Guaranty Guarantee will remain liable for the full amount of principal of and interest on the Collateral Documents (if applicable)Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article 11.