Common use of Termination and Release Clause in Contracts

Termination and Release. (a) Notwithstanding anything to the contrary in this Guarantee Agreement, the Guarantee of a Guarantor and all other obligations of such Guarantor under this Guarantee Agreement shall terminate and be of no further force or effect and such Guarantor shall be deemed to be automatically released from all such obligations: (i) upon the sale, disposition or other transfer (including through merger or consolidation) of a majority of the equity interests (including any sale, disposition or other transfer following which the applicable Guarantor is no longer a Subsidiary of the Company) of the applicable Guarantor, provided such sale, disposition or other transfer is made in compliance with the Indenture; or (ii) with respect to a particular series of Guaranteed Notes, upon the discharge of the Company’s obligations in respect of such series of Guaranteed Notes in accordance with the terms of the Indenture and the terms of such series of Guaranteed Notes. (b) In connection with any termination or release pursuant to this Section 3.13, the Trustee shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release; provided that the Trustee shall not be required to take any actions under this Section 3.13 unless the Guarantor shall have delivered to the Trustee, together with such request, which may be incorporated into such request, a certificate of an Officer of the Company or such Guarantor certifying that the transaction giving rise to such termination or release is permitted hereby and was consummated in compliance with the Indenture and this Guarantee Agreement. Any execution and delivery of documents pursuant to this Section 3.13 shall be without recourse to or warranty by the Trustee.

Termination and Release. (a) Notwithstanding anything to the contrary in this Guarantee Agreement, the Guarantee of a Guarantor and all other obligations of such Guarantor under this Guarantee Agreement shall terminate and be of no further force or effect and such Guarantor shall be deemed to be automatically released from all such obligations: (i) upon the sale, disposition or other transfer (including through merger or consolidation) of a majority of the equity interests (including any sale, disposition or other transfer following which the applicable Guarantor is no longer a Subsidiary of the Company) of the applicable Guarantor, provided such sale, disposition or other transfer is made in compliance with the Indenture; or (ii) with respect to a particular series of Guaranteed Notes, upon the discharge of the Company’s obligations in respect of such series of Guaranteed Notes in accordance with the terms of the Indenture and the terms of such series of Guaranteed Notes. (b) In connection with any termination or release pursuant to this Section 3.13, the Trustee shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release; provided provided, that the Trustee shall not be required to take any actions under this Section 3.13 unless the Guarantor shall have delivered to the Trustee, together with such request, which may be incorporated into such request, a certificate of an Officer of the Company or such Guarantor certifying that the transaction giving rise to such termination or release is permitted hereby and was consummated in compliance with the Indenture and this Guarantee Agreement. Any execution and delivery of documents pursuant to this Section 3.13 shall be without recourse to or warranty by the Trustee.

Termination and Release. (a) Notwithstanding anything to the contrary in this Guarantee Agreement, the Guarantee of a Guarantor and all other obligations of such Guarantor under this Guarantee Agreement shall terminate and be of no further force or effect and such Guarantor shall be deemed to be automatically released from all such obligations: (i) upon the sale, disposition or other transfer (including through merger or consolidation) of a majority of the equity interests (including any sale, disposition or other transfer following which the applicable Guarantor is no longer a Subsidiary of the Company) of the applicable Guarantor, provided such sale, disposition or other transfer is made in compliance with the Indenture; or (ii) with respect to a particular series of Guaranteed Notes, upon the discharge of the Company’s obligations in respect of such series of Guaranteed Notes in accordance with the terms of the Indenture and the terms of such series of Guaranteed Notes. (b) In connection with any termination or release pursuant to this Section 3.13, the Trustee shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release; provided that the Trustee shall not be required to take any actions under this Section 3.13 unless the Guarantor shall have delivered to the Trustee, together with such request, which may be incorporated into such request, a certificate of an Officer of the Company or such Guarantor and an Opinion of Counsel (which may be internal counsel of the Company or such Guarantor) certifying that the transaction giving rise to such termination or release is permitted hereby and was consummated in compliance with the Indenture and this Guarantee Agreement. Any execution and delivery of documents pursuant to this Section 3.13 shall be without recourse to or warranty by the Trustee.