Common use of Release of Subsidiary Guarantor Clause in Contracts

Release of Subsidiary Guarantor. Each holder of a Note will release and discharge from the Subsidiary Guaranty a Subsidiary Guarantor, immediately and without any further act, upon (i) the Disposition of such Subsidiary Guarantor by the Company in compliance with Section 10.6 or the dissolution of such Subsidiary Guarantor and the assumption of its liabilities under its Subsidiary Guaranty by the Company or another Subsidiary Guarantor or (ii) such Subsidiary Guarantor being released and discharged as a co-obligor, borrower or guarantor under and in respect of the Bank Credit Agreement; provided that in the case of clause (ii) if any fee or other consideration is paid or given to any holder of Indebtedness under the Bank Credit Agreement in connection with such release, other than the repayment of all or a portion of such Indebtedness under the Bank Credit Agreement, each holder of a Note receives equivalent consideration on a pro rata basis; provided, however, that in the event the Bank Credit Agreement is amended or replaced or refinanced, and upfront fees or similar fees are paid to the lenders and/or agents or arrangers thereunder in consideration of their commitments to extend credit and/or in consideration of their agreement to provide services, such fees shall not be subject to the provisions of this subparagraph (b); and provided, further in the case of both clause (i) and (ii): (x) no Default or Event of Default exists or will exist immediately following such release and discharge; and (y) at the time of such release and discharge, the Company delivers to each holder of Notes a certificate of a Responsible Officer certifying (A) that a Disposition of such Subsidiary Guarantor has occurred in compliance with Section 10.6 or 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 Bank Credit Agreement and (B) as to the matters set forth in clauses (x) and (y).

Release of Subsidiary Guarantor. Each holder of a Note will release fully releases and discharge discharges from the Subsidiary Guaranty a Subsidiary Guarantor, immediately and without any further act, upon (i) the Disposition of such Subsidiary Guarantor by the Company in compliance with Section 10.6 or the dissolution of such Subsidiary Guarantor and the assumption of its liabilities under its Subsidiary Guaranty by the Company or another Subsidiary Guarantor or (ii) such Subsidiary Guarantor being released and discharged as a co-obligor, borrower or guarantor under and in respect of the Bank Credit Agreement; provided that in the case of clause (ii) if any fee or other consideration is paid or given to any holder of Indebtedness under the Bank Credit Agreement in connection with such release, other than the repayment of all or a portion of such Indebtedness under the Bank Credit Agreement, each holder of a Note receives equivalent consideration on a pro rata basis; provided, however, that in the event the Bank Credit Agreement is amended or replaced or refinanced, and upfront fees or similar fees are paid to the lenders and/or agents or arrangers thereunder in consideration of their commitments to extend credit and/or in consideration of their agreement to provide services, such fees shall not be subject to the provisions of this subparagraph (b); and provided, further in the case of both clause clauses (i) and (ii): (x) no Default or Event of Default exists or will exist immediately following such release and discharge; and (y) at the time of such release and discharge, the Company delivers to each holder of Notes a certificate of a Responsible Officer certifying (A) that a Disposition of such Subsidiary Guarantor has occurred in compliance with Section 10.6 or 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 Bank Credit Agreement and (B) as to the matters set forth in clauses clause (x) and (y).

Release of Subsidiary Guarantor. Each holder of a Note will release fully releases and discharge discharges from the Subsidiary Guaranty a Subsidiary Guarantor, immediately and without any further act, upon (i) the Disposition of such Subsidiary Guarantor by the Company in compliance with Section 10.6 or the dissolution of such Subsidiary Guarantor and the assumption of its liabilities under its Subsidiary Guaranty by the Company or another Subsidiary Guarantor or (ii) such Subsidiary Guarantor being released and discharged as a co-obligor, borrower or guarantor under and in respect of the Bank Credit Agreement; provided that in the case (i) no Default or Event of clause 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 Bank Credit Agreement in connection with such release, other than the repayment of all or a portion of such Indebtedness under the Bank Credit Agreement, each holder of a Note receives equivalent consideration on a pro rata basis; provided, however, that in the event the Bank Credit Agreement is amended or replaced or refinanced, and upfront fees or similar fees are paid to the lenders and/or agents or arrangers thereunder in consideration of their commitments to extend credit and/or in consideration of their agreement to provide services, such fees shall not be subject to the provisions of this subparagraph (b); and provided, further in the case of both clause (i) and (ii): (x) no Default or Event of Default exists or will exist immediately following such release and discharge; and (yiii) at the time of such release and discharge, the Company delivers to each holder of Notes a certificate of a Responsible Officer certifying (Ax) that a Disposition of such Subsidiary Guarantor has occurred in compliance with Section 10.6 or 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 Bank Credit Agreement and (By) as to the matters set forth in clauses (xi) and (yii). 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. Each holder of a Note will release fully releases and discharge discharges from the Subsidiary Guaranty a each Subsidiary Guarantor, immediately and without any further act, upon (i) the Disposition of if such Subsidiary Guarantor ceases to be such as a result of a disposition permitted by the Company in compliance with Section Sections 10.6 or the dissolution of such Subsidiary Guarantor and the assumption of its liabilities under its Subsidiary Guaranty by the Company or another Subsidiary Guarantor 10.7 or (ii) upon such Subsidiary Guarantor being released and discharged as a co-obligor, borrower or guarantor under and in respect of all Credit Agreements; provided, that under the Bank Credit Agreement; provided that in the case of circumstances contemplated by clause (ii) if any fee or other consideration is paid or given to any holder of Indebtedness under the Bank Credit Agreement in connection with such release, other than the repayment of all or a portion of such Indebtedness under the Bank Credit Agreement, each holder of a Note receives equivalent consideration on a pro rata basis; provided, however, that in the event the Bank Credit Agreement is amended or replaced or refinanced, and upfront fees or similar fees are paid to the lenders and/or agents or arrangers thereunder in consideration of their commitments to extend credit and/or in consideration of their agreement to provide services, such fees shall not be subject to the provisions of this subparagraph ): (b); and provided, further in the case of both clause (i) and (ii): (xa) no Default or Event of Default exists or will exist immediately following such release and dischargedischarge of such Subsidiary Guarantor; (b) such Subsidiary Guarantor will not become a borrower under either Credit Agreement; (c) such release is not part of a plan of financing that contemplates such Subsidiary Guarantor guaranteeing any other Indebtedness of the Company to banks; and and (yd) at the time of such release and discharge, the Company delivers to each holder of Notes a certificate of a Responsible Officer certifying (Ax) that a Disposition of such Subsidiary Guarantor has occurred in compliance with Section 10.6 or that such Subsidiary Guarantor has been or is being released and discharged as a co-obligor, guarantor or borrower or guarantor under and in respect of the Bank all applicable Credit Agreement Agreements and (By) as to the matters set forth in clauses (xa), (b) and (yc).