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.

Termination and Release. (a) Notwithstanding anything This Agreement and the security interests created in favor of the Lender pursuant 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 when all of the Obligations have been fully and be of indefeasibly paid and when the Lender has no further force Commitments under the Financing Agreement, at which time the Lender shall execute and deliver to each Guarantor, or effect and to such person or persons as each Guarantor shall be deemed reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by the Lender, either Guarantors at the Guarantors' expense that each Guarantor shall reasonably request to be automatically released from all such obligations: (i) upon evidence the sale, disposition or other transfer (including through merger or consolidation) of a majority release of the equity liens and the security 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) created by this Agreement with respect to a particular series the Collateral. (b) All Collateral used, sold, transferred or otherwise disposed of Guaranteed Notes, upon by the discharge of the Company’s obligations in respect of such series of Guaranteed Notes Guarantors in accordance with the terms of the Indenture and Financing Agreement (including, without limitation, pursuant to a waiver or amendment of the terms of such series the Financing Agreement), shall be used, sold, transferred or otherwise disposed of Guaranteed Notes. (b) free and clear of the Lien and the security interest created under this Agreement. In connection with any termination such sale, transfer or release pursuant to this Section 3.13disposition of Collateral, (i) the Trustee Lender shall execute and deliver to any Guarantorthe Guarantors, at or to such Guarantor’s expenseperson or persons as each Guarantor shall reasonably designate, all Uniform Commercial Code termination statements and similar documents prepared by such Guarantor at the Guarantors' expense 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 release of the Company or liens and security interests created under such Guarantor certifying that the transaction giving rise Agreement with respect to such termination Collateral, and (ii) any representation, warranty or release is permitted hereby and was consummated covenant contained in compliance this Agreement relating to such Collateral shall no longer be deemed to be made with the Indenture and this Guarantee Agreement. Any execution and delivery of documents pursuant respect to this Section 3.13 shall be without recourse to such used, sold, transferred or warranty by the Trusteeotherwise disposed Collateral.