Common use of Release of Subsidiary Guarantors from Guarantee Clause in Contracts

Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of the Indenture, the Subsidiary Guarantee of any Subsidiary Guarantor shall be released upon the terms and subject to the conditions set forth in this Section 1604. Any Subsidiary Guarantee incurred by a Subsidiary Guarantor pursuant to this Article shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or other disposition, whether by way of merger, consolidation or otherwise, to any Person that is not the Company or a Restricted Subsidiary, of a sufficient amount of the Capital Stock of such Subsidiary Guarantor so that it no longer qualified as a “Subsidiary,” (B) any sale, exchange or other disposition (other than a lease) of all or substantially all of the assets of such Subsidiary Guarantor to any Person that is not the Company or a Restricted Subsidiary (provided, in respect of both clauses (A) and (B), such sale, exchange or other disposition is not prohibited by the Indenture), (C) the merger of such Subsidiary Guarantor into the Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by the Indenture), (D) the designation by the Company of such Subsidiary as an Unrestricted Subsidiary in compliance with the other applicable provisions of the Indenture or (E) in connection with any Covenant Defeasance, Legal Defeasance or satisfaction and discharge of the Notes as provided under Article Five or Article Fourteen of the Indenture or (ii) upon delivery of a written notice of such release or discharge by the Company to the Trustee, following the release or discharge of all Guarantees by such Subsidiary Guarantor of any Indebtedness that resulted in the creation of such Subsidiary Guarantee pursuant to Section 1117, except a discharge or release by or as a result of payment under such Guarantees.

Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of the this Indenture, the Subsidiary Guarantee of any Subsidiary Guarantor shall may be released upon the terms and subject to the conditions set forth in this Section 160414.04. Any Subsidiary Provided that no Default shall have occurred and shall be continuing under this Indenture, any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or other disposition, whether by way of merger, consolidation or otherwisetransfer, to any Person that is not an Affiliate of the Company or a Restricted SubsidiaryPartnership, of a sufficient amount all of the Capital Stock of such Subsidiary Guarantor so that it no longer qualified as a “Subsidiary,” (B) any sale, exchange Partnership's direct or indirect limited partnership or other disposition (other than a lease) of equity interests in, or all or substantially all of the assets of of, such Subsidiary Guarantor to any Person that is not the Company or a Restricted Subsidiary (provided, in respect of both clauses (A) and (B), provided such sale, exchange or other disposition transfer is not prohibited by the this Indenture), ) or (CB) the merger of such Subsidiary Guarantor into the Company Partnership or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by the this Indenture), (D) the designation by the Company of such Subsidiary as an Unrestricted Subsidiary in compliance with the other applicable provisions of the Indenture or (E) in connection with any Covenant Defeasance, Legal Defeasance or satisfaction and discharge of the Notes as provided under Article Five or Article Fourteen of the Indenture or (ii) upon following delivery of a written notice of such release or discharge by the Company Partnership to the Trustee, following upon (x) the release or discharge of all Guarantees guarantees by such Subsidiary Guarantor of any Indebtedness that resulted in Debt of the creation of such Subsidiary Guarantee pursuant to Section 1117Partnership other than obligations arising under this Indenture and any Debt Securities issued hereunder, except a discharge or release by or as a result of payment under such Guaranteesguarantees and (y) after giving effect to the proposed release and discharge, the aggregate total combined assets of all Subsidiaries of the Partnership that are not Subsidiary Guarantors do not exceed 2% of consolidated assets of the Partnership.

Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of the this Indenture, unless otherwise provided as contemplated by Section 2.01, the Subsidiary Guarantee of any Subsidiary Guarantor shall may be released upon the terms and subject to the conditions set forth in this Section 160410.04. Any Subsidiary Provided that no Default shall have occurred and shall be continuing under this Indenture, any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article X shall be unconditionally released and discharged (i) automatically upon (A) any in connection with sale, exchange or other dispositionconveyance, whether by way of mergerassignment, consolidation or otherwise, to any Person that is not the Company or a Restricted Subsidiary, of a sufficient amount of the Capital Stock of such Subsidiary Guarantor so that it no longer qualified as a “Subsidiary,” (B) any sale, exchange transfer or other disposition (other than a lease) of all or substantially all of the properties or assets of, or all of the Issuer’s direct or indirect limited partnership, limited liability company or other equity interests in, such Subsidiary Guarantor (including by way of merger or consolidation) to any a Person that is not (either before or after giving effect to such transaction) an Affiliate of the Company or a Restricted Subsidiary Issuer; (provided, in respect of both clauses (Aii) and (B), such sale, exchange or other disposition is not prohibited by the Indenture), (C) upon the merger of such Subsidiary Guarantor into the Company Issuer or any other Subsidiary Guarantor or the liquidation and or dissolution of such Subsidiary Guarantor Guarantor; (in each case iii) upon satisfaction and discharge or covenant defeasance or legal defeasance with respect to the extent not prohibited by the IndentureNotes as set forth in Section 8.01(a), (Db) the designation by the Company of such Subsidiary as an Unrestricted Subsidiary in compliance with the other applicable provisions of the Indenture or (E) in connection with any Covenant Defeasance, Legal Defeasance or satisfaction and discharge of the Notes as provided under Article Five or Article Fourteen of the Indenture c); or (iiiv) upon following delivery of a written notice of such release or discharge thereof by the Company Issuer to the Trustee, following upon the release or discharge of all Guarantees guarantees by such Subsidiary Guarantor of under the Credit Facility; provided that, if, at any Indebtedness that resulted in the creation time following any release of such Subsidiary Guarantor from its initial Guarantee pursuant as described in this clause (iv), such Subsidiary Guarantor again provides a guarantee under the Credit Facility, then the Issuer will cause such Subsidiary Guarantor to Section 1117, except a discharge or release by or as a result of payment under such Guaranteesagain Guarantee the Securities in accordance herewith.

Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of the this Indenture, the Subsidiary Guarantee of any Subsidiary Guarantor shall may be released upon the terms and subject to the conditions set forth in this Section 160414.04. Any Subsidiary Provided that no Default shall have occurred and shall be continuing under this Indenture, any Guarantee incurred by a Subsidiary Guarantor pursuant to this Article XIV shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or other dispositiontransfer, whether by way of merger, consolidation merger or otherwise, to any Person that is not an Affiliate of the Company or a Restricted SubsidiaryIssuers, of a sufficient amount all of the Capital Stock of Issuers’ direct or indirect equity interests in such Subsidiary Guarantor so that it no longer qualified as a “Subsidiary,” (B) any sale, exchange or other disposition (other than a lease) of all or substantially all of the assets of such Subsidiary Guarantor to any Person that is not the Company or a Restricted Subsidiary (provided, in respect of both clauses (A) and (B), provided such sale, exchange or other disposition transfer is not prohibited by the this Indenture), ) or (CB) the merger of such Subsidiary Guarantor into the Company Issuers or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by the this Indenture), (D) the designation by the Company of such Subsidiary as an Unrestricted Subsidiary in compliance with the other applicable provisions of the Indenture or (E) in connection with any Covenant Defeasance, Legal Defeasance or satisfaction and discharge of the Notes as provided under Article Five or Article Fourteen of the Indenture or (ii) upon following delivery of a written notice of such release or discharge by the Company Issuers to the Trustee, following upon the release or discharge of all Guarantees guarantees by such Subsidiary Guarantor of any Indebtedness that resulted in Debt of the creation of such Subsidiary Guarantee pursuant to Section 1117Issuers under a Credit Facility, except a discharge or release by or as a result of payment under such Guaranteesguarantees. If at any time following any release and discharge of a Guarantee by a Subsidiary Guarantor pursuant to clause (ii) of this Section 14.04(a), such Subsidiary Guarantor shall incur a Guarantee under a Credit Facility, then such Subsidiary Guarantor shall be required to provide a Guarantee at such time.

Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of the Indenture, the Subsidiary Guarantee of any Subsidiary Guarantor shall be released upon the terms and subject to the conditions set forth in this Section 1604. Any Subsidiary Guarantee incurred by a Subsidiary Guarantor pursuant to this Article shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or other disposition, whether by way of merger, consolidation or otherwise, to any Person that is not the Company 100 or a Restricted Subsidiary, of a sufficient amount all of the Capital Stock of such Subsidiary Guarantor so that it no longer qualified as a “Subsidiary,” Guarantor, (B) any sale, exchange or other disposition (other than a lease) of all or substantially all of the assets of such Subsidiary Guarantor to any Person that is not the Company or a Restricted Subsidiary (provided, in respect of both clauses (A) and (B), such sale, exchange or other disposition is not prohibited by the Indenture), (C) the merger of such Subsidiary Guarantor into the Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by the Indenture), (D) the designation by the Company of such Subsidiary as an Unrestricted Subsidiary in compliance with the other applicable provisions of the Indenture or (E) in connection with any Covenant Defeasance, Legal Defeasance or satisfaction and discharge of the Notes as provided under Article Five or Article Fourteen of the Indenture or (ii) upon delivery of a written notice of such release or discharge by the Company to the Trustee, following the release or discharge of all Guarantees by such Subsidiary Guarantor of any Indebtedness that resulted in the creation of such Subsidiary Guarantee pursuant to Section 1117, except a discharge or release by or as a result of payment under such Guarantees.

Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of the Indenture, the Subsidiary Guarantee of any Subsidiary Guarantor shall be released upon the terms and subject to the conditions set forth in this Section 1604. Any Subsidiary Guarantee incurred by a Subsidiary Guarantor pursuant to this Article shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or other disposition, whether by way of merger, consolidation or otherwise, to any Person that is not the Company or a Restricted Subsidiary, of a sufficient amount of the Capital Stock of such Subsidiary Guarantor so that it no longer qualified qualifies as a “Subsidiary,” Subsidiary of the Company, (B) any sale, exchange or other disposition (other than a lease) of all or substantially all of the assets of such Subsidiary Guarantor to any Person that is not the Company or a Restricted Subsidiary (( provided, in respect of both clauses (A) and (B), such sale, exchange or other disposition is not prohibited by the IndentureSection 1115), (C) the merger of such Subsidiary Guarantor into the Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by the Indenture), (D) the designation by the Company of such Subsidiary as an Unrestricted Subsidiary in compliance with the other applicable provisions of the Indenture or (E) in connection with any Covenant Defeasance, Legal Defeasance or satisfaction and discharge of the Notes as provided under Article Five or Article Fourteen of the Indenture or (ii) upon delivery of a written notice of such release or discharge by the Company to the Trustee, following the release or discharge of all Guarantees by such Subsidiary Guarantor of any Indebtedness that resulted in the creation of such Subsidiary Guarantee pursuant to Section 1117, except a discharge or release by or as a result of payment under such Guarantees.

Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of the Indenture, the Subsidiary Guarantee of any Subsidiary Guarantor shall be released upon the terms and subject to the conditions set forth in this Section 1604. Any Subsidiary Guarantee incurred by a Subsidiary Guarantor pursuant to this Article shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or other disposition, whether by way of merger, consolidation or otherwise, to any Person that is not the Company or a Restricted Subsidiary, of a sufficient amount all of the Capital Stock of such Subsidiary Guarantor so that it no longer qualified as a “Subsidiary,” Guarantor, (B) any sale, exchange or other disposition (other than a lease) of all or substantially all of the assets of such Subsidiary Guarantor to any Person that is not the Company or a Restricted Subsidiary (provided, in respect of both clauses (A) and (B), such sale, exchange or other disposition is not prohibited by the Indenture), (C) the merger of such Subsidiary Guarantor into the Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by the Indenture), (D) the designation by the Company of such Subsidiary as an Unrestricted Subsidiary in compliance with the other applicable provisions of the Indenture or (E) in connection with any Covenant Defeasance, Legal Defeasance or satisfaction and discharge of the Notes as provided under Article Five or Article Fourteen of the Indenture or (ii) upon delivery of a written notice of such release or discharge by the Company to the Trustee, following the release or discharge of all Guarantees by such Subsidiary Guarantor of any Indebtedness that resulted in the creation of such Subsidiary Guarantee pursuant to Section 1117, except a discharge or release by or as a result of payment under such Guarantees.

Release of Subsidiary Guarantors from Guarantee. (a) Notwithstanding any other provisions of the Indenture, the Subsidiary Guarantee of any Subsidiary Guarantor shall be released upon the terms and subject to the conditions set forth in this Section 1604. Any Subsidiary Guarantee incurred by a Subsidiary Guarantor pursuant to this Article shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or other disposition, whether by way of merger, consolidation or otherwise, to any Person that is not the Company or a Restricted Subsidiary, of a sufficient amount all of the Capital Stock of such Subsidiary Guarantor so that it no longer qualified as a “Subsidiary,” Guarantor, (B) any sale, exchange or other disposition (other than a lease) of all or substantially all of the assets of such Subsidiary Guarantor to any Person that is not the Company or a Restricted Subsidiary (( provided, in respect of both clauses (A) and (B), such sale, exchange or other disposition is not prohibited by the IndentureSection 1115), (C) the merger of such Subsidiary Guarantor into the Company or any other Subsidiary Guarantor or the liquidation and dissolution of such Subsidiary Guarantor (in each case to the extent not prohibited by the Indenture), (D) the designation by the Company of such Subsidiary as an Unrestricted Subsidiary in compliance with the other applicable provisions of the Indenture or (E) in connection with any Covenant Defeasance, Legal Defeasance or satisfaction and discharge of the Notes as provided under Article Five or Article Fourteen of the Indenture or (ii) upon delivery of a written notice of such release or discharge by the Company to the Trustee, following the release or discharge of all Guarantees by such Subsidiary Guarantor of any Indebtedness that resulted in the creation of such Subsidiary Guarantee pursuant to Section 1117, except a discharge or release by or as a result of payment under such Guarantees.