Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be automatically released from its obligations under this Article 10 (other than any obligation that may have arisen under Section 10.7) upon:
Release of Subsidiary Guarantor. Upon the sale (including any sale pursuant to any exercise of remedies by a holder of Senior Indebtedness) or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor or the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor (in each case other than to the Company or an Affiliate of the Company), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 11 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) The Subsidiary Guarantee of a Subsidiary Guarantor shall be automatically released without any action required by the Trustee or Holders:
Release of Subsidiary Guarantor. A Subsidiary Guarantor shall be released from all of its Obligations under its Subsidiary Guaranty and this Indenture if:
Release of Subsidiary Guarantor. (a) Any Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee, (i) upon any sale or other disposition (in a transaction that complies with this Indenture) by the Company and its Restricted Subsidiaries of their Capital Stock or other ownership interests in such Subsidiary Guarantor such that such Subsidiary Guarantor immediately following such sale or disposition ceases to be a Subsidiary of the Company or any Restricted Subsidiary; (ii) upon the sale of all or substantially all of the assets of such Subsidiary in a transaction that complies with this Indenture; (iii) if the Company properly designates that Subsidiary Guarantor as an Unrestricted Subsidiary under this Indenture; (iv) if the Company exercises its legal defeasance option pursuant to Section 8.02 or its covenant defeasance option pursuant to Section 8.03; or (v) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company and any Subsidiary Guarantor that are then due and payable. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a Subsidiary Guarantor under this Section 10.04 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Subsidiary Guarantor from its obligations under its Subsidiary Guarantee.
Release of Subsidiary Guarantor. A Subsidiary Guarantor may, by execution and delivery to the Trustee of a supplemental indenture satisfactory to the Trustee, be released from its Guarantee upon the sale of all of its Capital Stock, or all or substantially all of the assets of the applicable Subsidiary Guarantor, to any Person that is not a Subsidiary of the Company, if such sale is made in compliance with this Indenture.
Release of Subsidiary Guarantor. (a) Upon the sale or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor or the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor (in each case other than a sale or disposition to the Company or an Affiliate of the Company and as permitted by this Indenture and if in connection therewith the Company provides an Officers' Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.06), such Subsidiary Guarantor shall be deemed released from all obligations under this Article 10 without any further action required on the part of the Trustee or any Holder.
Release of Subsidiary Guarantor. A Subsidiary Guarantor will be released from its obligations under this Section 3.06 (other than any obligation that may have arisen under Section 3.07) (a) upon the sale or disposition of (whether by merger, consolidation, the sale of its capital stock or the sale of all or substantially all of its assets (other than by lease)) and whether or not the Subsidiary Guarantor is the surviving entity in such transaction to a Person that is not the Company or a Restricted Subsidiary; provided that all of the obligations of the Subsidiary Guarantor, if any, under the USG Credit Agreement (or any successor facility) and related documentation terminate upon consummation of such transaction or (b) following the defeasance of the Securities in accordance with Section 10.1(b) of the Indenture to the extent that the obligations of the Company have been discharged thereby. At the written request of the Company, the Trustee shall execute and deliver an appropriate instrument evidencing such release.
Release of Subsidiary Guarantor. Each holder of a Note fully releases and discharges from the Subsidiary Guaranty a Subsidiary Guarantor, immediately and without any further act, upon such Subsidiary Guarantor being released and discharged as a co-obligor, borrower or guarantor under and in respect of the Credit Agreement; provided that (i) no Default or Event of Default exists or will exist immediately following such release and discharge; (ii) if any fee or other consideration is paid or given to any holder of Indebtedness under the Credit Agreement in connection with such release, other than the repayment of all or a portion of such Indebtedness under the Credit Agreement, each holder of a Note receives equivalent consideration on a pro rata basis; and (iii) at the time of such release and discharge, the Company delivers to each holder of Notes a certificate of a Responsible Officer certifying (x) that such Subsidiary Guarantor has been or is being released and discharged as a co-obligor, borrower or guarantor under and in respect of the Credit Agreement and (y) as to the matters set forth in clauses (i) and (ii). Any outstanding Indebtedness of a Subsidiary Guarantor shall be deemed to have been incurred by such Subsidiary Guarantor as of the date it is released and discharged from the Subsidiary Guaranty.
Release of Subsidiary Guarantor. Notwithstanding anything to the contrary contained in this Indenture in the event that Section 4.14 of the Indenture ceases to have further force or effect each Subsidiary Guarantor shall be, and in the event a Subsidiary Guarantor is released from all obligations which pursuant to Section 4.14 hereof would obligate it to become a Subsidiary Guarantor (if it was not already a Subsidiary Guarantor) such Subsidiary Guarantor shall be, automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required on the part of the Trustee or any Holder, PROVIDED that, to the extent the provisions of Section 4.14 remain in force and effect, the provisions of Section 4.14 hereof shall apply anew in the event that such Subsidiary Guarantor subsequent to being released incurs any obligations that pursuant to Section 4.14 hereof obligate it to become a Subsidiary Guarantor. In addition, upon (i) the designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the terms of this Indenture or (ii) the sale or other disposition (by merger or otherwise) of a Subsidiary Guarantor by the Company or a Restricted Subsidiary of the Company to any Person that is not an Affiliate of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of this Indenture, such Subsidiary Guarantor shall be automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required on the part of the Trustee or any Holder, PROVIDED that such sale or other disposition, or consolidation or merger is made in E-3 106 accordance with the terms of this Indenture, including Sections 4.12 and 5.01 hereof; PROVIDED, HOWEVER, that the foregoing proviso shall not apply to the sale or disposition of a Subsidiary Guarantor or of the Capital Stock thereof in a foreclosure proceeding (whether or not judicial) to the extent that such proviso would be inconsistent with the requirements of the Uniform Commercial Code. Notwithstanding the immediately preceding sentence, upon receipt of a request of the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.04, the Trustee shall deliver an appropriate instrument evidencing the release of such Subsidiary Guarantor. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable...
