Common use of Release of Subsidiary Guarantors Clause in Contracts

Release of Subsidiary Guarantors. In the event that any Subsidiary Guarantor becomes an Excluded Subsidiary, ceases to be a Required Subsidiary Guarantor, or ceases to be a Subsidiary as a result of a Disposition of all of its capital stock or other Equity Interests as a result of a transaction permitted hereunder, then such Subsidiary Guarantor shall, upon becoming an Excluded Subsidiary, ceasing to be a Required Subsidiary Guarantor, or upon the consummation of such Disposition, as applicable, be released from its obligations under this Guaranty, and the Administrative Agent shall, upon the request and at the sole expense of the Borrowers, provide the Parent Borrower with written confirmation of such release and shall take such further actions as reasonably requested by the Parent Borrower to evidence such release; provided that in connection with any such request for written confirmation of such release, the Parent Borrower shall deliver to the Administrative Agent, at least five (5) Business Days’ prior to the date that the Parent Borrower requests delivery of such written confirmation of release (or such shorter period as agreed to by the Administrative Agent in its sole discretion), a written request therefor, together with a certificate signed by a Responsible Officer of the Parent Borrower certifying that such Subsidiary Guarantor is an Excluded Subsidiary, such Subsidiary Guarantor is no longer a Required Subsidiary Guarantor, or such Disposition is the result of a transaction permitted under this Agreement.

Release of Subsidiary Guarantors. In the event that any Subsidiary Guarantor becomes an Excluded Subsidiary, ceases to be a Required Subsidiary Guarantor, or otherwise ceases to be a Subsidiary as a result of a Disposition dissolution permitted by Section 7.04(c), so long as no Event of all of its capital stock Default has occurred and is continuing or other Equity Interests as a would result of a transaction permitted hereundertherefrom, then such Subsidiary Guarantor shall, upon becoming an Excluded Subsidiary, ceasing to be a Required Subsidiary Guarantor, or upon the consummation of such Dispositiondissolution, as applicable, applicable be automatically released from its obligations as a Subsidiary Guarantor under this Guarantythe Loan Documents, and the Administrative Agent shall, upon the request and at the sole expense of the BorrowersBorrower (and without any consent of the Lenders), provide the Parent Borrower with written confirmation of such release and shall take such further actions as reasonably requested by the Parent Borrower to evidence such release; provided that in connection with any such request for written confirmation of such release, the Parent Borrower shall deliver to the Administrative Agent, at least five (5) Business Days’ prior to the date that the Parent Borrower requests delivery of such written confirmation of release (or such shorter period as agreed to by the Administrative Agent in its sole discretion), a written request therefor, together with which request shall include a certificate certification signed by a Responsible Officer of the Parent Borrower certifying stating that such Subsidiary Guarantor is (or shall, upon the effectiveness of the requested release, be) an Excluded SubsidiarySubsidiary or shall be dissolved, such Subsidiary Guarantor is no longer a Required Subsidiary Guarantor, or such Disposition is the result of a transaction permitted under this Agreement.as applicable. 64054670 131

Release of Subsidiary Guarantors. In the event that any Subsidiary Guarantor becomes an Excluded Subsidiary, ceases to be a Required Subsidiary Guarantor, or ceases to be a Subsidiary as a result of a Disposition permitted under Section 7.05(c), so long as no Event of all of its capital stock Default has occurred and is continuing or other Equity Interests as a would result of a transaction permitted hereundertherefrom, then such Subsidiary Guarantor shall, upon becoming an Excluded Subsidiary, ceasing to be a Required Subsidiary Guarantor, or upon the consummation of such Disposition, as applicable, be released from its obligations as a Subsidiary Guarantor under this Guarantythe Loan Documents, and the Administrative Agent shall, upon the request and at the sole expense of the BorrowersBorrower (and without any consent of the Lenders), provide the Parent Borrower with written confirmation of such release and shall take such further actions as reasonably requested by the Parent Borrower to evidence such release; provided that (i) if any Unencumbered Pool Property would become a Removal Property as a result of such release, then such release shall be subject to compliance with the requirements of Section 2.17(b) and (ii) in connection with any such request for written confirmation of such release, the Parent Borrower shall deliver to the Administrative Agent, at least five (5) Business Days’ prior to the date that the Parent Borrower requests delivery of such written confirmation of release (or such shorter period as agreed to by the Administrative Agent in its sole discretion), a written request therefor, together with which request shall include a certificate certification signed by a Responsible Officer of the Parent Borrower certifying stating that such Subsidiary Guarantor is (or shall, upon the effectiveness of the requested release, be) an Excluded Subsidiary, such Subsidiary Guarantor is no longer a Required Subsidiary Guarantor, or such Disposition is the result of a transaction permitted under this Agreement, as applicable.

Release of Subsidiary Guarantors. In So long as no Default or Event of Default has occurred and is continuing under the Loan Documents (or would result from such release), (i) if all of the Equity Interests of a Subsidiary Guarantor that is owned by the Borrower or a Subsidiary is sold or otherwise Disposed of in a transaction or transactions not prohibited by this Agreement or (ii) in the event that that, immediately after giving effect to the release of any Subsidiary Guarantor becomes an Excluded Subsidiary, ceases to be a Required Guarantor’s Subsidiary Guaranty and any simultaneous release of any other Guarantee by such Subsidiary Guarantor, or ceases to be a Subsidiary as a result of a Disposition of all of its capital stock or other Equity Interests as the Indebtedness of the Borrower and the Subsidiaries is permitted under Section 6.03 (assuming for this purpose that all such Indebtedness is incurred at such time), then, in each case, promptly following the Borrower’s written request, the Administrative Agent shall execute a result release of a transaction permitted hereunder, then such Subsidiary Guarantor shall, upon becoming an Excluded Subsidiary, ceasing to be a Required Subsidiary Guarantor, or upon the consummation of such Disposition, as applicable, be released from its obligations under Subsidiary Guaranty. In connection with any release pursuant to this GuarantySection, and the Administrative Agent shallshall (and is hereby irrevocably authorized by each Lender to) execute and deliver to the Borrower, upon the request and at the sole expense of Borrower’s expense, all documents that the Borrowers, provide the Parent Borrower with written confirmation of such release and shall take such further actions as reasonably requested by the Parent Borrower request to evidence such termination or release; provided that in connection with any such request for written confirmation . Any execution and delivery of such release, the Parent Borrower documents pursuant to this Section shall deliver be without recourse to or warranty by the Administrative Agent, at least five (5) Business Days’ prior to the date that the Parent Borrower requests delivery of such written confirmation of release (or such shorter period as agreed to by the Administrative Agent in its sole discretion), a written request therefor, together with a certificate signed by a Responsible Officer of the Parent Borrower certifying that such Subsidiary Guarantor is an Excluded Subsidiary, such Subsidiary Guarantor is no longer a Required Subsidiary Guarantor, or such Disposition is the result of a transaction permitted under this Agreement.

Release of Subsidiary Guarantors. In the event that any Subsidiary Guarantor becomes an Excluded Subsidiary, ceases to be a Required Subsidiary Guarantor, or otherwise ceases to be a Subsidiary as a result of a Disposition dissolution permitted by Section 7.04(c), so long as no Event of all of its capital stock Default has occurred and is continuing or other Equity Interests as a would result of a transaction permitted hereundertherefrom, then such Subsidiary Guarantor shall, upon becoming an Excluded Subsidiary, ceasing to be a Required Subsidiary Guarantor, or upon the consummation of such Dispositiondissolution, as applicable, applicable be automatically released from its obligations as a Subsidiary Guarantor under this Guarantythe Loan Documents, and the Administrative Agent shall, upon the request and at the sole expense of the BorrowersBorrower (and without any consent of the Lenders), provide the Parent Borrower with written confirmation of such release and shall take such further actions as reasonably requested by the Parent Borrower to evidence such release; provided that in connection with any such request for written confirmation of such release, the Parent Borrower shall deliver to the Administrative Agent, at least five (5) Business Days’ prior to the date that the Parent Borrower requests delivery of such written confirmation of release (or such shorter period as agreed to by the Administrative Agent in its sole discretion), a written request therefor, together with which request shall include a certificate certification signed by a Responsible Officer of the Parent Borrower certifying stating that such Subsidiary Guarantor is (or shall, upon the effectiveness of the requested release, be) an Excluded SubsidiarySubsidiary or shall be dissolved, such Subsidiary Guarantor is no longer a Required Subsidiary Guarantor, or such Disposition is the result of a transaction permitted under this Agreementas applicable.

Release of Subsidiary Guarantors. In the event that any Subsidiary Guarantor becomes an Excluded Subsidiary, ceases to be a Required Subsidiary Guarantor, or ceases to be a Subsidiary as a result of a Disposition of all of its capital stock or other Equity Interests as a result of a transaction permitted hereunder, then such Subsidiary Guarantor shall, upon becoming an Excluded Subsidiary, ceasing to be a Required Subsidiary Guarantor, or upon the consummation of such Disposition, as applicable, be released from its obligations under this Guaranty, and the Administrative Agent shall, upon the request and at the sole expense of the Borrowers, provide the Parent Borrower with written confirmation of such release and shall take such further actions as reasonably requested by the Parent Borrower to evidence such release; provided that in connection with any such request for written confirmation of such release, the Parent Borrower shall deliver to the Administrative Agent, at least five (5) Business Days’ prior to the date that the Parent Borrower requests delivery of such written confirmation of release (or such shorter period as agreed to by the Administrative Agent in its sole discretion), a written request therefor, together with a certificate signed by a Responsible Officer of the Parent Borrower certifying that such Subsidiary Guarantor is an Excluded Subsidiary, such Subsidiary Guarantor is no longer a Required Subsidiary Guarantor, or such Disposition is the result of a transaction permitted under this Agreement.. 44

Release of Subsidiary Guarantors. In the event that any Subsidiary Guarantor becomes an Excluded Subsidiary, ceases to be a Required Subsidiary Guarantor, or ceases to be a Subsidiary as a result of a Disposition of all of its capital stock or other Equity Interests as a result of a transaction permitted hereunder, then such Subsidiary Guarantor shall, upon becoming an Excluded Subsidiary, ceasing to be a Required Subsidiary Guarantor, or upon the consummation of such Disposition, as applicable, be released from its obligations under this Guaranty, and the Administrative Agent shall, upon the request and at the sole expense of the BorrowersBorrower, provide the Parent Borrower with written confirmation of such release and shall take such further actions as reasonably requested by the Parent Borrower to evidence such release; provided that in connection with any such request for written confirmation of such release, the Parent Borrower shall deliver to the Administrative Agent, at least five (5) Business Days’ prior to the date that the Parent Borrower requests delivery of such written confirmation of release (or such shorter period as agreed to by the Administrative Agent in its sole discretion), a written request therefor, together with a certificate signed by a Responsible Officer of the Parent Borrower certifying that such Subsidiary Guarantor is an Excluded Subsidiary, such Subsidiary Guarantor is no longer a Required Subsidiary Guarantor, or such Disposition is the result of a transaction permitted under this Agreement.

Release of Subsidiary Guarantors. In the event that any A Subsidiary Guarantor shall automatically be released from this Article 10 and its obligations hereunder upon consummation of any transaction or designation permitted by this Agreement as a result of which such Subsidiary Guarantor (i)(i) ceases to be a Restricted Subsidiary, (ii)(ii) ceases to be a Subsidiary, (iii)(iii) becomes a Foreign Subsidiary, a FSHCO or a Domestic Subsidiary of a Foreign Subsidiary (provided, that no such release shall occur if such Subsidiary Guarantor is a guarantor in respect of Permitted Subordinated Indebtedness) or (iv)(iv) becomes an Excluded Subsidiary. The Administrative Agent will, ceases at the Borrower’s expense, execute and deliver to be a Required Subsidiary Guarantor, or ceases to be a Subsidiary as a result of a Disposition of all of its capital stock or other Equity Interests as a result of a transaction permitted hereunder, then such Subsidiary Guarantor shall, upon becoming an Excluded Subsidiary, ceasing such documents as the Borrower shall reasonably request to be a Required Subsidiary Guarantor, or upon evidence the consummation release of such Disposition, as applicable, be released Subsidiary Guarantor from its obligations under Guaranty hereunder pursuant to this GuarantySection 10.08; provided, and that the Borrower shall have delivered to the Administrative Agent shall, upon the request and at the sole expense of the Borrowers, provide the Parent Borrower with written confirmation of such release and shall take such further actions as reasonably requested by the Parent Borrower to evidence such release; provided that in connection with any such request for written confirmation of such release, the Parent Borrower shall deliver to the Administrative Agent, at least five (5) Business Days’ prior to the date that the Parent Borrower requests delivery of such written confirmation of release (or such shorter period as agreed to by the Administrative Agent in its sole discretion), a written request therefor, together with therefor and a certificate signed by a Responsible Officer of the Parent Borrower certifying to the effect that the release of such Subsidiary Guarantor is an Excluded Subsidiary, in compliance with the Loan Documents. The Administrative Agent shall be authorized to rely on any such Subsidiary Guarantor is no longer a Required Subsidiary Guarantor, or such Disposition is the result of a transaction permitted under this Agreementcertificate without independent investigation.

Release of Subsidiary Guarantors. In the event that If any Subsidiary of the Borrower guarantees the Obligations (each, a “Subsidiary Guarantor”), so long as no Default or Event of Default has occurred and is continuing under the Loan Documents (or would result from such release), (i) if all of the equity interests of a Subsidiary Guarantor becomes an Excluded Subsidiarythat is owned by the Borrower or a Subsidiary is sold or otherwise transferred or disposed of in a transaction or transactions not prohibited by this Agreement or (ii) if a Subsidiary Guarantor is (or substantially contemporaneously with such release, ceases will not be) no longer obligated under Indebtedness that gave rise to be the need for, or request of, such Subsidiary to become a Required Subsidiary Guarantor, or ceases to be then, in each case, promptly following the Borrower’s written request, the Administrative Agent shall execute a Subsidiary as a result release of a Disposition of all of its capital stock or other Equity Interests as a result of a transaction permitted hereunder, then such Subsidiary Guarantor shall, upon becoming an Excluded Subsidiary, ceasing to be a Required Subsidiary Guarantor, or upon the consummation of such Disposition, as applicable, be released from its obligations under Subsidiary Guaranty. In connection with any release pursuant to this GuarantySection, and the Administrative Agent shallshall (and is hereby irrevocably authorized by each Lender to) execute and deliver to the Borrower, upon the request and at the sole expense of Borrower’s expense, all documents that the Borrowers, provide the Parent Borrower with written confirmation of such release and shall take such further actions as reasonably requested by the Parent Borrower request to evidence such termination or release; provided that in connection with any such request for written confirmation . Any execution and delivery of such release, the Parent Borrower documents pursuant to this Section shall deliver be without recourse to or warranty by the Administrative Agent, at least five (5) Business Days’ prior to the date that the Parent Borrower requests delivery of such written confirmation of release (or such shorter period as agreed to by the Administrative Agent in its sole discretion), a written request therefor, together with a certificate signed by a Responsible Officer of the Parent Borrower certifying that such Subsidiary Guarantor is an Excluded Subsidiary, such Subsidiary Guarantor is no longer a Required Subsidiary Guarantor, or such Disposition is the result of a transaction permitted under this Agreement.