Common use of Release of Subsidiary Guarantor Clause in Contracts

Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released from its obligations under this Article 10 (other than any obligation that may have arisen previously under Section 10.07): (1) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary to the extent permitted by this Indenture, (2) at such time as such Subsidiary Guarantor ceases to guarantee any Indebtedness of the Company under the Senior Credit Agreement, except as a result of payment under such Guarantee, (3) upon the sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor in compliance with all of the terms of this Indenture, following which such Subsidiary Guarantor is no longer a Subsidiary, (4) upon defeasance of the Securities pursuant to Article 8, or (5) upon the full satisfaction of the Company’s obligations under this Indenture. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released from all of its obligations under this Article 10 (other than any obligation that may have arisen previously under Section 10.07):its Subsidiary Guarantee if: (1i) upon the designation Company or such Subsidiary Guarantor has sold all or substantially all of the assets of such Subsidiary Guarantor; or (ii) the Company and its Restricted Subsidiaries have sold all of the Capital Stock of the Subsidiary Guarantor owned by them, in each case in a transaction in compliance with Sections 4.10 or 5.01 hereof (as applicable); and in each such case, the Subsidiary Guarantor has 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. Notwithstanding the foregoing, upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary to the extent permitted by this Indenture, (2) at such time as such Subsidiary Guarantor ceases to guarantee any Indebtedness of the Company under the Senior Credit Agreement, except as a result of payment under such Guarantee, (3) upon the sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor in compliance with all Section 4.13, such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture in form satisfactory to the terms of this IndentureTrustee, following which be released from any Subsidiary Guarantee previously made by such Subsidiary Guarantor is no longer a Restricted Subsidiary, (4) upon defeasance of the Securities pursuant to Article 8, or (5) upon the full satisfaction of the Company’s obligations under this Indenture. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released from all of its Obligations under its Subsidiary Guaranty and this Indenture if: (a) the Company or such Subsidiary Guarantor has sold all or substantially all of the assets of such Subsidiary Guarantor; or (b) the Company and its Restricted Subsidiaries have sold all of the Capital Stock of the Subsidiary Guarantor owned by them, in each case in a transaction in compliance with Sections 4.13 or 5.01(b) (as applicable); and in each such case, the Subsidiary Guarantor has 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. Notwithstanding the foregoing, upon designation of a Restricted Subsidiary as an Unrestricted Subsidiary in compliance with Section 4.16, such Restricted Subsidiary shall, by execution and delivery of a supplemental indenture, substantially in the form of Exhibit F hereto, be released from any Subsidiary Guaranty previously made by such Restricted Subsidiary and its obligations under this Article 10 (other than any obligation that may have arisen previously under Section 10.07): (1) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary to the extent permitted by this Indenture, (2) at such time as such Subsidiary Guarantor ceases to guarantee any Indebtedness of the Company under the Senior Credit Agreement, except as a result of payment under such Guarantee, (3) upon the sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor in compliance with all of the terms of this Indenture, following which such Subsidiary Guarantor is no longer a Subsidiary, (4) upon defeasance of the Securities pursuant to Article 8, or (5) upon the full satisfaction of the Company’s obligations under this Indenture. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released from its obligations under this Article 10 (other than any obligation that may have arisen previously under Section 10.07): Upon (1) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary to the extent permitted by this Indenture, (2) at such time as such Subsidiary Guarantor ceases to guarantee any Indebtedness of the Company under the Senior Credit Agreement, except as a result of payment under such Guarantee, (3) upon the sale or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor or (2) the sale or disposition of all or substantially all the assets of a Subsidiary Guarantor, in each case other than to the Company or an Affiliate of the Company and as permitted by this Indenture, such Subsidiary Guarantor in compliance with shall be released from all obligations under this Article 10 without any further action required on the part of the terms Trustee or any Holder, provided, however, the Company provides an Officers' Certificate to the Trustee to the effect that the Company shall comply with its obligations under Section 4.06 with respect to such sale or disposition. The Subsidiary Guaranty of a Subsidiary Guarantor also shall be released from all obligations under this Indenture, following which Article 10 without any further action required on the part of the Trustee or any Holder (1) upon the designation of such Subsidiary Guarantor is no longer as an Unrestricted Subsidiary, (2) at such time as such Subsidiary Guarantor does not have any Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Subsidiary, (4) upon defeasance of the Securities Guaranty Agreement pursuant to Article 8, or Section 4.11 or (53) upon the full satisfaction of the Company’s obligations under this Indentureas and when provided in Section 8.01(b). At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released from its obligations under this Article 10 Upon (other than any obligation that may have arisen previously under Section 10.07): (1i) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary to the extent permitted by this Indenture, (2) at such time as such Subsidiary Guarantor ceases to guarantee any Indebtedness of the Company under the Senior Credit Agreement, except as a result of payment under such Guarantee, (3) upon the sale or other disposition (including by way of consolidation or merger) of such the Subsidiary Guarantor, (ii) upon the sale or other disposition of all or substantially all the assets of the Subsidiary Guarantor (in compliance with all the case of clauses (i) and (ii), other than a sale or disposition to the Company or an Affiliate of the Company), (iii) the designation of the Subsidiary Guarantor as an Unrestricted Subsidiary pursuant to the terms of this the Indenture, following which ; or at such time as the Subsidiary Guarantor is (A) no longer a Subsidiary, (4) upon defeasance Guarantees any other Indebtedness of the Securities pursuant to Article 8Company or another Subsidiary Guarantor and (B) has no outstanding Indebtedness for borrowed money, or (5) upon the full satisfaction of the Company’s Subsidiary Guarantor shall be deemed released from all obligations under this IndentureArticle II without any further action required on the part of the Trustee or any Holder. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released from its obligations under this Article 10 (other than any obligation that may have arisen previously under Section 10.07): ) upon the earliest to occur of: (1) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary to the extent permitted by this Indenture, , (2) at such time as such Subsidiary Guarantor ceases to guarantee any Indebtedness of the Company under the Senior Credit Agreement, except as a result of payment under such Guarantee, , (3) upon the sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor in compliance with all of the terms of this Indenture, following which such Subsidiary Guarantor is no longer a Subsidiary, , (4) upon defeasance of the Securities pursuant to Article 8, or or (5) upon the full satisfaction of the Company’s obligations under this Indenture. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released from its obligations under this Article 10 (other than any obligation that may have arisen previously under Section 10.0713.07): (1) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary to the extent permitted by this Indenture, (2) at such time as such Subsidiary Guarantor ceases to guarantee any Indebtedness of the Company under the Senior Credit Agreement, except as a result of payment under such Guarantee, (3) upon the sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor in compliance with all of the terms of this Indenture, following which such Subsidiary Guarantor is no longer a Subsidiary, (4) upon defeasance of the Securities pursuant to Article 8, or (5) upon the full satisfaction of the Company’s obligations under this Indenture. At the request of the CompanyHoldings, the Trustee shall execute and deliver an appropriate instrument evidencing such release.

Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released from its obligations under this Article 10 (other than any obligation that may have arisen previously under Section 10.07):) upon the earliest to occur of: (1) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary to the extent permitted by this Indenture, (2) at such time as such Subsidiary Guarantor ceases to guarantee any Indebtedness of the Company under the Senior Credit Agreement, except as a result of payment under such Guarantee, (3) upon the sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor in compliance with all of the terms of this Indenture, following which such Subsidiary Guarantor is no longer a Subsidiary, (4) upon defeasance of the Securities pursuant to Article 8, or (5) upon the full satisfaction of the Company’s obligations under this Indenture. At the request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.