Common use of Release of Guarantor Clause in Contracts

Release of Guarantor. The Unconditional Guaranty of any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations under this Guaranty and to no longer constitute a Guarantor for purposes of the Note Purchase Agreement upon (i) the sale or other disposition by the Company or a Subsidiary of the Capital Stock of such Guarantor in compliance with the provisions of the Note Purchase Agreement, if as a result of such sale or other disposition, such Guarantor ceases to be a Subsidiary, or (ii) the written request for such termination made by such Guarantor to each holder of the Notes, accompanied by an Officer’s Certificate delivered to each holder certifying as to the satisfaction of the relevant requirements of this Section 2.22 with respect thereto, if (x) such Guarantor is no longer a borrower or guarantor under the Credit Agreement and has been released or discharged from its obligations thereunder, (y) such Guarantor shall not (after giving effect to any other release or termination occurring substantially simultaneously with the release and termination pursuant to this clause (ii)) then be Guaranteeing any other Indebtedness of the Company in excess of $20,000,000 in aggregate principal amount and (z) no Default or Event of Default shall have occurred and be continuing or would result from the termination of the Unconditional Guaranty of any Guarantor. At the request of the Company or the relevant Guarantor, the Purchasers shall execute and deliver an appropriate instrument, in the form provided by the Company or such Guarantor, evidencing the release of any Guarantor pursuant to this Section 2.22.

Release of Guarantor. (a) The Unconditional Guaranty of any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all and relieved of its obligations under the Notes and this Guaranty and to no longer constitute a Guarantor for purposes Indenture (1) upon defeasance in accordance with Section 1202 or (2) upon the payment in full of the Note Purchase Agreement upon Guaranteed Obligations, in each case, except for the Guarantor's obligations under the Guarantee relating to the following which shall survive until otherwise terminated or discharged hereunder: (iA) the sale or other disposition rights of Holders of Outstanding Notes to receive, solely from the trust fund described in Section 1204 and as more fully set forth in such Section, payments in respect of the principal of, premium, if any, and interest on such Notes when such payments are due, (B) the Guarantor's rights of redemption and obligations with respect to such Notes under Sections 304, 305, 1002, 1003 and 1008 and (C) the obligations of the Guarantor to the Trustee under Section 607, and this Article Thirteen. Upon the delivery by the Company or a Subsidiary to the Trustee of an Officers' Certificate and, if requested by the Capital Stock Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such Guarantor obligations was made by the Company in compliance accordance with the provisions of the Note Purchase Agreement, if as a result of such sale or other disposition, such Guarantor ceases to be a Subsidiary, or (ii) the written request for such termination made by such Guarantor to each holder of this Indenture and the Notes, accompanied by an Officer’s Certificate delivered the Trustee shall execute any documents reasonably required in order to each holder certifying as to evidence the satisfaction release of the relevant requirements of this Section 2.22 with respect thereto, if (x) such Guarantor is no longer a borrower or guarantor under the Credit Agreement and has been released or discharged from its obligations thereunder, (y) such Guarantor shall not (after giving effect to obligations. If any other release or termination occurring substantially simultaneously with the release and termination pursuant to this clause (ii)) then be Guaranteeing any other Indebtedness of the Company in excess of $20,000,000 in aggregate principal amount Guaranteed Obligations are revived and (z) no Default or Event of Default shall have occurred and be continuing or would result from reinstated after the termination of the Unconditional Guaranty of any Guarantor. At the request Guarantee, then all of the Company or obligations of the relevant GuarantorGuarantor under the Guarantee shall be revived and reinstated as if the Guarantee had not been terminated until such time as the Guaranteed Obligations are paid in full, and the Purchasers Guarantor shall execute any documents reasonably satisfactory to the Trustee evidencing such revival and deliver an appropriate instrument, in the form provided by the Company or such Guarantor, evidencing the release of any Guarantor pursuant to this Section 2.22reinstatement.

Release of Guarantor. The Unconditional Guaranty (a) Upon the sale, assignment, transfer, conveyance, exchange or other disposition (including by way of any consolidation, merger or otherwise) of such Guarantor; (b) upon the sale or disposition of all or substantially all of the assets of such Guarantor shall terminate (in case of clauses (a) and be (b), other than a sale, assignment, transfer, conveyance, exchange or other disposition to the Company or an Affiliate of no further force the Company and as permitted by this Indenture and the Company complies with its obligations under Section 4.08 hereof and if in connection therewith the Company provides an Officers’ Certificate and an Opinion of Counsel to the Trustee, each stating that all conditions precedent provided for in this Indenture relating to such transactions or effect release have been complied with); (c) upon the release or discharge of such Guarantor from its guarantee, if any, and of all pledges and security, if any, granted by such Guarantor in connection with the Debt Facility, except a release or discharge by or as a result of payment under such guarantee; or (d) upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed to released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. If the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, each Guarantor shall be released from all obligations under this Guaranty and to no longer constitute a Guarantor for purposes Article 11 without any further action required on the part of the Note Purchase Agreement upon (i) the sale Trustee or other disposition by the Company or a Subsidiary of the Capital Stock of such Guarantor in compliance with the provisions of the Note Purchase Agreement, if as a result of such sale or other disposition, such Guarantor ceases to be a Subsidiary, or (ii) the written request for such termination made by such Guarantor to each holder of the Notes, accompanied by an Officer’s Certificate delivered to each holder certifying as to the satisfaction of the relevant requirements of this Section 2.22 with respect thereto, if (x) such Guarantor is no longer a borrower or guarantor under the Credit Agreement and has been released or discharged from its obligations thereunder, (y) such Guarantor shall not (after giving effect to any other release or termination occurring substantially simultaneously with the release and termination pursuant to this clause (ii)) then be Guaranteeing any other Indebtedness of the Company in excess of $20,000,000 in aggregate principal amount and (z) no Default or Event of Default shall have occurred and be continuing or would result from the termination of the Unconditional Guaranty of any GuarantorHolder. At the request of the Company or and if in connection therewith the relevant GuarantorCompany provides an Officers’ Certificate and an Opinion of Counsel to the Trustee, each stating that all the conditions precedent provided for in this Indenture relating to the execution of such instrument have been complied with, the Purchasers Trustee shall execute and deliver an appropriate instrument, in the form provided by the Company or such Guarantor, instrument evidencing the release of any a Guarantor pursuant to this Section 2.2211.02. In the event that any released Guarantor (in the case of clauses (c) or (d) above) thereafter borrows money or guarantees Indebtedness under the Debt Facility, such former Guarantor will again provide a Guarantee.

Release of Guarantor. The Unconditional Guaranty of any Guarantor shall terminate will automatically and be of no further force or effect and such Guarantor shall be deemed to unconditionally be released from all obligations under its Guarantees, and the Guarantees shall thereupon terminate and be discharged and of no further force or effect, in the event that at substantially the same time as its Guarantees are terminated pursuant to this Guaranty and to no longer constitute Section 1404, the aggregate amount of indebtedness for money borrowed for which the Guarantor is an obligor (as a Guarantor for purposes guarantor, co-issuer or borrower) does not exceed ten percent (10%) of the Note Purchase Agreement upon (i) the sale or other disposition by aggregate principal amount of indebtedness for money borrowed of the Company or and its Subsidiaries, on a Subsidiary of the Capital Stock consolidated basis, as of such Guarantor in compliance with the provisions of the Note Purchase Agreement, if as a result of such sale or other disposition, such Guarantor ceases to be a Subsidiary, or (ii) the written request for such termination made by such Guarantor to each holder of the Notes, accompanied by an Officer’s Certificate delivered to each holder certifying as to the satisfaction of the relevant requirements time. For purposes of this Section 2.22 with respect thereto1404, if the amount of the Guarantor’s indebtedness for money borrowed shall not include (x) such Guarantor is no longer a borrower or guarantor under the Credit Agreement and has been released or discharged from its obligations thereunder, (y) such Guarantor shall not (after giving effect to any other release or termination occurring substantially simultaneously with debt the release and termination pursuant to this clause (ii)) then be Guaranteeing any other Indebtedness terms of the Company in excess of $20,000,000 in aggregate principal amount and (z) no Default or Event of Default shall have occurred and be continuing or would result from which permit the termination of the Unconditional Guaranty Guarantor’s guarantee of any such debt under similar circumstances, as long as the Guarantor. At ’s obligations in respect of such other debt are terminated at substantially the request of same time as the Company or the relevant Guarantor, the Purchasers shall execute and deliver an appropriate instrument, in the form provided by the Company or such Guarantor, evidencing the release of any Guarantor Guarantees pursuant to this Section 2.221404, and (y) any debt that is being refinanced at substantially the same time that the Guarantees are being released pursuant to this Section 1404, provided that any obligations of the Guarantor in respect of the debt that is incurred in the refinancing shall be included in the calculation of the Guarantor’s indebtedness for money borrowed. For the avoidance of doubt, this Section 1404 shall not release Equinor ASA (or any successor thereto) of its guarantee, if any, following the substitution of the Company pursuant to Section 803 hereof.”

Release of Guarantor. The Unconditional Guaranty Lender hereby acknowledges and agrees that, upon the request of any the Borrower, the Guarantor shall terminate be released from its Guarantee of the Obligations, shall have no further liability or obligations in respect thereof and shall no longer constitute the Guarantor or be or be treated as a Loan Party hereunder or under any of the other Margin Loan Documentation so long as, at the time of such request and on the effective date of such release as specified in such request (which shall be a Business Day), (a) none of the Collateral Shares or any Cash constituting Collateral shall be owned, legally or beneficially, by the Guarantor and (b) no Default shall have occurred and be continuing at such time. Lender hereby acknowledges and agrees that nothing in this Agreement or in any of the other Margin Loan Documentation shall prevent, prohibit or otherwise restrict any of the foregoing (including any steps or actions reasonably incidental thereto) and that, notwithstanding anything to the contrary contained herein or in any other Margin Loan Documentation, no Default shall be deemed to occur or exist as a result thereof. Lender further hereby agrees to give all requisite instructions, notices and consents to the Collateral Agent and the Custodian to facilitate, implement, consent to and permit the foregoing, including the transfer of legal and/or beneficial ownership of the Guarantor’s Collateral Shares to the Borrower. From and after the effective date of the release of the Guarantor as aforesaid, all provisions of this Agreement and the other Margin Loan Documentation relating to the Guarantor shall be of no further force or effect and all such Guarantor provisions hereof and thereof relating to or referring to a Loan Party or the Loan Parties shall be deemed to be released from all obligations under this Guaranty and to no longer constitute a Guarantor for purposes of the Note Purchase Agreement upon (i) the sale or other disposition by the Company or a Subsidiary of the Capital Stock of such Guarantor in compliance with the provisions of the Note Purchase Agreementapply to, if as a result of such sale or other disposition, such Guarantor ceases to be a Subsidiary, or (ii) the written request for such termination made by such Guarantor to each holder of the Notes, accompanied by an Officer’s Certificate delivered to each holder certifying as to the satisfaction of the relevant requirements of this Section 2.22 with respect thereto, if (x) such Guarantor is no longer a borrower or guarantor under the Credit Agreement and has been released or discharged from its obligations thereunder, (y) such Guarantor shall not (after giving effect to any other release or termination occurring substantially simultaneously with the release and termination pursuant to this clause (ii)) then be Guaranteeing any other Indebtedness of the Company in excess of $20,000,000 in aggregate principal amount and (z) no Default or Event of Default shall have occurred and be continuing or would result from the termination of the Unconditional Guaranty of any Guarantor. At the request of the Company or the relevant Guarantorconstrued and enforced only as applying to, the Purchasers shall execute and deliver an appropriate instrument, in the form provided by the Company or such Guarantor, evidencing the release of any Guarantor pursuant to this Section 2.22Borrower.

Release of Guarantor. The Unconditional Guaranty If any of any Guarantor the Guarantors shall terminate and be of no further force or effect and such Guarantor shall be deemed cease to be released from all obligations under this Guaranty and to no longer constitute a Guarantor for purposes of the Note Purchase Agreement upon (i) the sale or other disposition by the Company or a Subsidiary of the Capital Stock Borrower for any reason subject to and in accordance with the terms of the Credit Agreement, then such Guarantor shall, automatically and without any further action on the part of any party to any Credit Document, and upon notice to the Administrative Agent, be fully released and discharged from all its liabilities and obligations under or in respect of the Credit Documents to which such Guarantor is a party (other than liabilities and obligations resulting from a demand on such Guarantor's Guaranty pursuant to Section 9.2) and, promptly upon the request of the Borrower and at the expense of the Borrower, the Administrative Agent shall execute such documents and take such other action as is reasonably requested by the Borrower to evidence the release and discharge of such Guarantor from all such liabilities and obligations and shall, if applicable, certify to the Borrower that such Guarantor has no liabilities or obligations resulting from a demand on such Guarantor's Guaranty pursuant to Section 9.2. In the event the Borrower or any of its Subsidiaries intends to sell, transfer or otherwise dispose of the capital stock of any Subsidiary (subject to and in compliance accordance with the provisions terms of the Note Purchase Credit Agreement) whose capital stock has been pledged and delivered to the Administrative Agent pursuant to a Pledge Agreement, if as a result of upon notice thereof to the Administrative Agent, the Administrative Agent shall promptly deliver to the Borrower such sale capital stock (pursuant to an escrow arrangement acceptable to the Administrative Agent), and, effective upon such sale, transfer or other disposition, such Guarantor ceases to be a Subsidiary, the Liens imposed by or (ii) the written request for such termination made by such Guarantor to each holder of the Notes, accompanied by an Officer’s Certificate delivered to each holder certifying as to the satisfaction of the relevant requirements of this Section 2.22 with respect thereto, if (x) such Guarantor is no longer a borrower or guarantor under the Credit Agreement and has been released or discharged from its obligations thereunder, (y) the Pledge Agreement on such Guarantor capital stock shall not (after giving effect automatically and without any further action on the part of any party to any other release or termination occurring substantially simultaneously with the release Credit Documents, be fully released and termination pursuant to this clause (ii)) then be Guaranteeing any other Indebtedness of the Company in excess of $20,000,000 in aggregate principal amount and (z) no Default or Event of Default shall have occurred and be continuing or would result from the termination of the Unconditional Guaranty of any Guarantordischarged. At Promptly upon the request of the Company or Borrower and at the relevant Guarantorexpense of the Borrower, the Purchasers Administrative Agent shall execute such documents and deliver an appropriate instrument, in the form provided take such other actions as is reasonably requested by the Company or such Guarantor, evidencing Borrower to evidence the release and discharge of any such Lien. In the event the Borrower or any of its Subsidiaries intends to sell, transfer or otherwise dispose of the capital stock of any Guarantor (subject to and in accordance with the terms of the Credit Agreement) which has executed and delivered a Collateral Assignment of Notes to the Administrative Agent, upon notice thereof to the Administrative Agent, the Administrative Agent shall promptly deliver to the Borrower the applicable promissory notes (pursuant to an escrow arrangement acceptable to the Administrative Agent), and, effective upon such sale, transfer or disposition, the Liens imposed by or under the Credit Agreement and the Collateral Assignment of Notes on such notes shall automatically and without any further action on the part of any party to any Credit Documents, be fully released and discharged. Promptly upon the request of the Borrower and at the expense of the Borrower, the Administrative Agent shall execute such documents and take such other actions as is reasonably requested by the Borrower to evidence the release and discharge of any such Lien. To the extent any of the provisions of this Section 2.224.9 are inconsistent with any of the provisions of Section 7.12 or Section 7.15, the provisions of this Section 4.9 shall govern.

Release of Guarantor. The Unconditional Guaranty of any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed Upon the Corporation becoming entitled to be released from all obligations under this Guaranty its covenants herein contained pursuant to section 6.04, the Trustee shall, at the request and to no longer constitute a Guarantor for purposes at the expense of the Note Purchase Agreement upon (i) Guarantor, execute and deliver to the sale Guarantor such deeds or other disposition instruments as shall be requisite to release the Guarantor from the Guarantee and all of its covenants herein contained except those relating to the indemnification of the Trustee. Merger or Transfer Certain Requirements Respecting Amalgamation, Combination, Merger, Reorganization, Continuance, Conveyance, etc. So long as any of the Notes remain outstanding, neither the Guarantor nor the Corporation (the "Transferring Corporation") shall amalgamate with, combine with, merge into or reorganize with any other corporation, whether pursuant to plan of arrangement or otherwise, or continue to another jurisdiction, or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: the successor Person ("Successor") formed by such amalgamation, combination or reorganization or into which the relevant Transferring Corporation is merged, or following the continuance, or the Person which shall have acquired by conveyance or transfer, or which leases, such properties and assets is a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States or any state thereof, in the case of the Guarantor, or under the laws of Canada or any province thereof, in the case of the Corporation, and shall assume payment of the principal of, and premium, if any, and interest, if any, and any other amounts payable hereunder in respect of the Notes and, if applicable, the Guarantee and the performance or observance of every covenant to be performed or observed by the Company or a Subsidiary of the Capital Stock of such Guarantor in compliance with the provisions of the Note Purchase Agreement, if as a result of such sale or other disposition, such Guarantor ceases to be a Subsidiary, or (ii) the written request for such termination made by such Guarantor to each holder of relevant Transferring Corporation under the Notes; and immediately thereafter, accompanied by neither an Officer’s Certificate delivered to each holder certifying as to the satisfaction of the relevant requirements of this Section 2.22 with respect thereto, if (x) such Guarantor is no longer a borrower or guarantor under the Credit Agreement and has been released or discharged from its obligations thereunder, (y) such Guarantor shall not (after giving effect to any other release or termination occurring substantially simultaneously with the release and termination pursuant to this clause (ii)) then be Guaranteeing any other Indebtedness of the Company in excess of $20,000,000 in aggregate principal amount and (z) no Default or Event of Default (or event which, with notice or lapse of time, or both, would be such) nor a breach of this Indenture (including, without limitation, where applicable, the Guarantee) shall have occurred and be continuing or would result from the termination of the Unconditional Guaranty of continuing. If any Guarantor. At the request of the Company or such transaction were to occur, then, provided that the relevant GuarantorTransferring Corporation has complied with the foregoing conditions, such corporation would (except in the case of a lease) be discharged from all of its respective obligations and covenants under the Notes, and this Indenture (including, without limitation, where applicable, the Purchasers shall execute and deliver an appropriate instrument, in the form provided by the Company or such Guarantor, evidencing the release of any Guarantor pursuant to this Section 2.22Guarantee).

Release of Guarantor. The Unconditional Guaranty If any of the Guarantors shall cease to be a Subsidiary of the Borrower for any reason subject to and in accordance with the terms of the Credit Agreement, then such Guarantor shall, automatically and without any further action on the part of any Guarantor shall terminate party to any Credit Document, and upon notice to the Administrative Agent, be fully released and discharged from all its liabilities and obligations under or in respect of no further force or effect and the Credit Documents to which such Guarantor is a party (other than liabilities and obligations resulting from a demand on such Guarantor's Guaranty pursuant to Section 9.2) and, promptly upon the request of the Borrower and at the expense of the Borrower, the Administrative Agent shall be deemed execute such documents and take such other action as is reasonably requested by the Borrower to be released evidence the release and discharge of such Guarantor from all such liabilities and obligations under this and shall, if applicable, certify to the Borrower that such Guarantor has no liabilities or obligations resulting from a demand on such Guarantor's Guaranty and pursuant to no longer constitute a Guarantor for purposes Section 9.2. In the event the Borrower or any of the Note Purchase Agreement upon (i) the sale its Subsidiaries intends to sell, transfer or other disposition by the Company or a Subsidiary otherwise dispose of the Capital Stock of such Guarantor any Subsidiary (subject to and in compliance accordance with the provisions terms of the Note Purchase Credit Agreement) whose Capital Stock has been pledged and delivered to the Administrative Agent pursuant to a Pledge Agreement, if as a result of upon notice thereof to the Administrative Agent, the Administrative Agent shall promptly deliver to the Borrower such sale Capital Stock (pursuant to an escrow arrangement acceptable to the Administrative Agent), and, effective upon such sale, transfer or other disposition, such Guarantor ceases to be a Subsidiary, the Liens imposed by or (ii) the written request for such termination made by such Guarantor to each holder of the Notes, accompanied by an Officer’s Certificate delivered to each holder certifying as to the satisfaction of the relevant requirements of this Section 2.22 with respect thereto, if (x) such Guarantor is no longer a borrower or guarantor under the Credit Agreement and has been released or discharged from its obligations thereunder, (y) the Pledge Agreement on such Guarantor Capital Stock shall not (after giving effect automatically and without any further action on the part of any party to any other release or termination occurring substantially simultaneously with the release Credit Documents, be fully released and termination pursuant to this clause (ii)) then be Guaranteeing any other Indebtedness of the Company in excess of $20,000,000 in aggregate principal amount and (z) no Default or Event of Default shall have occurred and be continuing or would result from the termination of the Unconditional Guaranty of any Guarantordischarged. At Promptly upon the request of the Company or Borrower and at the relevant Guarantorexpense of the Borrower, the Purchasers Administrative Agent shall execute such documents and deliver an appropriate instrument, in the form provided take such other actions as is reasonably requested by the Company or such Guarantor, evidencing Borrower to evidence the release and discharge of any such Lien. In the event the Borrower or any of its Subsidiaries intends to sell, transfer or otherwise dispose of the Capital Stock of any Guarantor (subject to and in accordance with the terms of the Credit Agreement) which has executed and delivered a Collateral Assignment of Notes to the Administrative Agent, upon notice thereof to the Administrative Agent, the Administrative Agent shall promptly deliver to the Borrower the applicable promissory notes (pursuant to an escrow arrangement acceptable to the Administrative Agent), and, effective upon such sale, transfer or disposition, the Liens imposed by or under the Credit Agreement and the Collateral Assignment of Notes on such notes shall automatically and without any further action on the part of any party to any Credit Documents, be fully released and discharged. Promptly upon the request of the Borrower and at the expense of the Borrower, the Administrative Agent shall execute such documents and take such other actions as is reasonably requested by the Borrower to evidence the release and discharge of any such Lien. To the extent any of the provisions of this Section 2.224.9 are inconsistent with any of the provisions of Section 7.12 or Section 7.13, the provisions of this Section 4.9 shall govern.

Release of Guarantor. The Unconditional Guaranty (a) In the event that all of a Guarantor's obligations with respect to the CCO Credit Facility and the Related Obligations or other Indebtedness under clause (1) of the second paragraph of Section 4.10 are released or discharged, in full, for any Guarantor shall terminate and be reason, including, without limitation, in connection with the repayment in full of no further force or effect and such Guarantor shall be deemed to be released from all obligations under this Guaranty the CCO Credit Facility and to no longer constitute a Guarantor for purposes of the Related Obligations or such other Indebtedness, the Note Purchase Agreement upon (i) the sale or other disposition by the Company or a Subsidiary of the Capital Stock Guarantee of such Guarantor in compliance with will also be automatically released and terminated. Notwithstanding the provisions of preceding sentence, no such release shall be effective against the Note Purchase Agreement, Trustee or the Holders if as a result of such sale or other disposition, such Guarantor ceases to be a Subsidiary, or (ii) the written request for such termination made by such Guarantor to each holder of the Notes, accompanied by an Officer’s Certificate delivered to each holder certifying as to the satisfaction of the relevant requirements of this Section 2.22 with respect thereto, if (x) such Guarantor is no longer a borrower or guarantor under the Credit Agreement and has been released or discharged from its obligations thereunder, (y) such Guarantor shall not (after giving effect to any other release or termination occurring substantially simultaneously with the release and termination pursuant to this clause (ii)) then be Guaranteeing any other Indebtedness of the Company in excess of $20,000,000 in aggregate principal amount and (z) no Default or Event of Default in the payment of principal of, premium, if any, or interest on the Notes (including in connection with an offer to purchase) (including as a result of the events described under clause (7) or (8) of Section 6.01) is in effect or continuing on the date thereof, or would result therefrom shall have occurred and be continuing or would result from the termination under this Indenture as of the Unconditional Guaranty time of such proposed release until such time as (1) such Default or Event of Default is cured or (2) such release is consented to by the applicable Holders in accordance with the terms of this Indenture. The Note Guarantees will be automatically released ab initio immediately prior to the entry of a Judgment (that remains unstayed) by a court of competent jurisdiction to the effect that such Note Guarantees (solely because of the existence of the provisions in the intercreditor agreement to be entered into between the Trustee on behalf of the Holders and the representative (the "Representative") of the lenders under the CCO Credit Facility relating to the Note Guarantees) provide holders of Indebtedness under the CCH II Indentures, CCI Indentures, CCOH Indentures or Charter Holdings Indentures (as in effect on the Issue Date) the right to accelerate (whether by reason of a violation of a covenant contained therein or as a result of a cross-acceleration provision therein tied to a covenant violation under any other such indenture) the maturity of such debt not otherwise then due, unless at such time such intercreditor agreement provisions are released by the Representative. Upon either (i) the entry of any Guarantor. At subsequent order overruling or reversing any such Judgment or (ii) the request occurrence of a Default in the Company payment of principal of, premium, if any, or interest on the relevant GuarantorNotes (including in connection with an offer to purchase) during any period in which such Judgment is being contested by any affected Parent or Guarantor in accordance with the next succeeding paragraph, the Purchasers Note Guarantees shall execute be automatically reinstated, subject to the provisions of Section 4.17 and deliver an appropriate instrument, in the form provided by the Company or such Guarantor, evidencing the release of any Guarantor pursuant to this Section 2.2211.04, as if never released.

Release of Guarantor. The Unconditional Guaranty If, in compliance with the terms and provisions of the Credit Documents, (i) all or substantially all of the Capital Stock or property of any Subsidiary Guarantor shall terminate are sold or otherwise transferred to a Person or Persons none of which is a Credit Party in a transaction permitted hereunder or (ii) any Subsidiary Guarantor becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (ii), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or transfer or other transaction, be of no further force or effect and such Guarantor shall be deemed to be automatically released from all its obligations under this Guaranty Agreement (including under Section 10.09 hereof) and its obligations to no longer constitute pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a Guarantor for purposes sale of the Note Purchase Agreement upon (i) the sale all or other disposition by the Company or a Subsidiary substantially all of the Capital Stock of the Transferred Guarantor, the pledge of such Guarantor Capital Stock to Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower Representative shall have provided the Agents such certifications or documents as any Agent shall reasonably request, Collateral Agent shall take such actions as are necessary to effect each release described in compliance this Section 7.12 in accordance with the relevant provisions of the Note Purchase AgreementCollateral Documents; provided, if as a result however, that the release of such sale or other disposition, such any Subsidiary Guarantor ceases to be a Subsidiary, or (ii) the written request for such termination made by such Guarantor to each holder of the Notes, accompanied by an Officer’s Certificate delivered to each holder certifying as to the satisfaction of the relevant requirements of this Section 2.22 with respect thereto, if (x) such Guarantor is no longer a borrower or guarantor under the Credit Agreement and has been released or discharged from its obligations thereunder, (y) under this Agreement if such Subsidiary Guarantor shall not (after giving effect to any other release or termination occurring substantially simultaneously with becomes an Excluded Subsidiary of the release and termination pursuant to this type described in clause (ii)a) then be Guaranteeing any other Indebtedness of the Company in excess definition thereof shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of $20,000,000 in aggregate principal amount and such type (z1) no Default or Event of Default shall have occurred and be continuing or would result from outstanding, (2) after giving Pro Forma Effect to such release and the termination consummation of the Unconditional Guaranty transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrowers are deemed to have made a new Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted at such time and (3) an Authorized Officer of the Borrower Representative certifies to Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of the Subordinated Credit Agreement, any Incremental Equivalent Debt, any Permitted Pari Passu Secured Refinancing Debt, any Indebtedness incurred pursuant to Section 6.01(u), any Indebtedness incurred pursuant to Section 6.01(x) or any Permitted Refinancing in respect of any Guarantor. At the request of the Company or foregoing. Subject to the relevant Guarantorimmediately preceding paragraph of this Section 7.12, the Purchasers Guaranty made herein shall execute remain in full force and deliver an appropriate instrumenteffect so long as any Lender shall have any Commitment hereunder, in any Loan or other Obligations (other than (i) contingent indemnification obligations not yet due and owing and (ii) obligations under Cash Management Agreements or obligations under Secured Interest Rate Agreements as to which arrangements reasonably satisfactory to the form provided applicable Lender Counterparty have been made) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the Company applicable Issuing Bank or such Guarantor, evidencing Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the release of any Guarantor pursuant to this Section 2.22applicable Issuing Bank).

Release of Guarantor. The Unconditional Guaranty of any Guarantor shall terminate and be of no further force or effect and such Guarantor shall be deemed to be released from all obligations under this Guaranty and to no longer constitute a Guarantor for purposes of the Note Purchase Agreement upon (i) the sale or other disposition by the Company or a Subsidiary of the Capital Stock of such Guarantor in compliance with the provisions of the Note Purchase Agreement, if as a result of such sale or other disposition, such Guarantor ceases to be a Subsidiary, or (ii) the written request for such termination made by such Guarantor to each holder of the Notes, accompanied by an Officer’s Certificate delivered to each holder certifying as to the satisfaction of the relevant requirements of this Section 2.22 with respect thereto, if (x) such Guarantor is no longer a borrower or guarantor under the Credit Agreement and has been released or discharged from its obligations thereunder, (y) such Guarantor shall not (after giving effect to any other release or termination occurring substantially simultaneously with the release and termination pursuant to this clause (ii)) then be Guaranteeing any other Indebtedness of the Company in excess of $20,000,000 in aggregate principal amount and (z) no Default or Event of Default shall have occurred and be continuing or would result from the termination of the Unconditional Guaranty of any Guarantor. At the request of the Company or the relevant Guarantor, the Purchasers shall execute and deliver an appropriate instrument, in the form provided by the Company or such Guarantor, evidencing the release of any Guarantor pursuant to this Section 2.22.. Exhibit 4.6(a)

Release of Guarantor. (a) The Unconditional Guaranty Guarantee and any Obligations of a Guarantor under any Guarantor shall terminate Security Document to which it is a party and be of no further force or effect and any Lien created by such Guarantor shall under any such Security Documents will be deemed to be automatically and unconditionally released from all obligations under this Guaranty and to no longer constitute a Guarantor for purposes without any action on the part of the Note Purchase Agreement upon Trustee or the Holders of the Notes (i1) in connection with any sale, exchange, transfer or other disposition of all or substantially all of the assets of that Guarantor, if the Company applies the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture; (2) in connection with any sale, exchange, transfer or other disposition (including, without limitation, by the Company way of merger, consolidation or a Subsidiary otherwise), directly or indirectly, of the Capital Stock of such Guarantor in compliance with the provisions to any Person that is not a Restricted Subsidiary of the Note Purchase AgreementCompany, if or an issuance by such Guarantor of its Capital Stock, in each case as a result of such sale or other disposition, which such Guarantor ceases to be a Subsidiary, or Subsidiary of the Company; provided that (i) such transaction is made in accordance with the provisions of this Indenture and (ii) the written request for such termination made by such Guarantor to each holder of the Notes, accompanied by an Officer’s Certificate delivered to each holder certifying as to the satisfaction of the relevant requirements of this Section 2.22 with respect thereto, if (x) such Guarantor is no longer a borrower or guarantor under the Credit Agreement and has been also released or discharged from all of its obligations thereunderobligations, (y) such Guarantor shall not (after giving effect to any other release or termination occurring substantially simultaneously with the release and termination pursuant to this clause (ii)) then be Guaranteeing any if any, in respect of all other Indebtedness of the Company in excess of $20,000,000 in aggregate principal amount and each other Guarantor, including any Senior Secured Indebtedness; (z3) no Default or Event of Default shall have occurred and be continuing or would result from the termination of the Unconditional Guaranty of any Guarantor. At the request of if the Company or designates that Guarantor as an Unrestricted Subsidiary in accordance with the relevant Guarantor, the Purchasers shall execute and deliver an appropriate instrumentapplicable provisions of this Indenture; (4) if, in the form provided by case of an LSAE, such LSAE has refinanced Indebtedness incurred, or has incurred additional Indebtedness (other than with respect to the Company acquisition of an additional station), under clause (14) or such Guarantor, evidencing (15) of the release definition of any Guarantor "Permitted Indebtedness" with Indebtedness incurred pursuant to clause (4) of the definition of "Permitted Indebtedness" and such LSAE would not be required to provide a Guarantee pursuant to the proviso of Section 4.16 hereof; or (5) upon the payment in full of all principal, premium, if any, interest and Additional Interest, if any, on the Notes and of all other Obligations for the payment of money due and owing to the Trustee or the Holders under this Section 2.22Indenture, the Notes, the Guarantees and the Security Documents. In addition, concurrently with any Legal Defeasance or Covenant Defeasance, the Guarantors shall be released from all of their Obligations under their respective applicable Guarantees.

Release of Guarantor. The Unconditional Guaranty Any Guarantor that is designated by the Board of any Guarantor shall terminate and be Directors of no further force or effect and the Company as an Unrestricted Subsidiary in accordance with the terms of this Indenture shall, at such Guarantor shall time, be deemed to be automatically and unconditionally released from all and discharged of its obligations under this Guaranty and to no longer constitute a Guarantor for purposes its Note Guarantee without any further action on the part of the Note Purchase Agreement Trustee or any Holder. The Trustee shall deliver an appropriate instrument evidencing such release upon (i) the sale or other disposition by the Company or a Subsidiary receipt of the Capital Stock of such Guarantor in compliance with the provisions of the Note Purchase Agreement, if as a result of such sale or other disposition, such Guarantor ceases to be a Subsidiary, or (ii) the Company’s written request for such termination made by such Guarantor to each holder of the Notes, release accompanied by an Officer’s Certificate delivered to each holder certifying as to the satisfaction compliance with this SECTION 10.7. Any Guarantor not so released shall remain liable for the full amount of principal of and interest on the Notes as provided in its Note Guarantee. In the event any Guarantor is released from its Note Guarantee in accordance with this Indenture and subsequently: (1) becomes a borrower under, or Guarantees any of the relevant requirements Issuer’s Debt or any Debt of this Section 2.22 with respect theretothe Issuer’s Domestic Restricted Subsidiaries under, if the Credit Agreement, (x2) such Guarantor becomes a borrower under, or Guarantees any of the Issuer’s Debt or any Debt of the Issuer’s Domestic Restricted Subsidiaries Incurred under any Debt Facilities, (3) is no longer an Excluded Subsidiary and/or (4) is redesignated as a borrower or guarantor under the Credit Agreement and has been released or discharged from its obligations thereunder, Restricted Subsidiary (yother than a Foreign Restricted Subsidiary) such Guarantor shall not (after giving effect to any other release or termination occurring substantially simultaneously in accordance with the release and termination pursuant to terms of this clause (ii)) then be Guaranteeing any other Indebtedness of the Company in excess of $20,000,000 in aggregate principal amount and (z) no Default or Event of Default shall have occurred and be continuing or would result from the termination of the Unconditional Guaranty of any Guarantor. At the request of the Company or the relevant Guarantor, the Purchasers shall execute and deliver an appropriate instrument, in the form provided by the Company or Indenture such Guarantor, evidencing the release of any former Guarantor pursuant to this Section 2.22will again provide a Note Guarantee.

Release of Guarantor. The Unconditional Following the expiration of the thirty-sixth (36th) full calendar month of the Term, if Tenant satisfies the Guaranty Release Conditions (as defined below) to Landlord’s reasonable satisfaction, then Tenant or Guarantor may provide a notice to Landlord (the “Release Notice”), which Release Notice shall include reasonable documentation evidencing that the Guaranty Release Conditions have been satisfied. Concurrent with Tenant’s or Guarantor’s delivery of any the Release Notice, Tenant or Guarantor shall terminate deliver to Landlord for its review Tenant’s financial statements prepared in accordance with generally accepted accounting principles and be of no further force or effect audited by a public accounting firm reasonably acceptable to Landlord, and such Guarantor shall be deemed to be released from all obligations under this Guaranty and to no longer constitute a Guarantor for purposes of the Note Purchase Agreement upon (i) the sale or any other disposition financial information reasonably requested by the Company or a Subsidiary of the Capital Stock of such Guarantor in compliance with the provisions of the Note Purchase Agreement, if as a result of such sale or other disposition, such Guarantor ceases to be a Subsidiary, or (ii) the written request for such termination made by such Guarantor to each holder of the Notes, accompanied by an OfficerLandlord evidencing Tenant’s Certificate delivered to each holder certifying as to the full satisfaction of the relevant requirements Guaranty Release Conditions (“Tenant’s Financial Information”). Subject to Landlord’s receipt of a cash Security Deposit or L-C in an amount equal to two (2) months of Base Rent and Tenant’s Share of Operating Expenses and Taxes at the maximum monthly amount due under this Lease, if Landlord reasonably determines that the Guaranty Release Conditions have been met, then Landlord and Guarantor shall enter into an agreement terminating the Guaranty with respect to any future obligations arising thereunder and, following mutual execution and delivery of such agreement and Landlord’s receipt of the afore-described Security Deposit or L-C, then no later than thirty (30) days thereafter, Landlord shall return to Tenant the L-C described in Paragraph 5.A of this Section 2.22 with respect thereto, if Lease (x) such Guarantor is no longer a borrower or guarantor under the Credit Agreement and has L-C Amount thereof may have been released or discharged from its obligations thereunder, (y) such Guarantor shall not (after giving effect to any other release or termination occurring substantially simultaneously with the release and termination reduced pursuant to the terms and conditions of this clause (iiLease)) then be Guaranteeing any other Indebtedness . As used herein, the term “Guaranty Release Conditions” shall mean that all of the Company in excess of $20,000,000 in aggregate principal amount following clauses (a) through and including (ze) no Default or Event of Default shall have occurred and be continuing or would result from the termination of the Unconditional Guaranty of any Guarantor. At the request of the Company or the relevant Guarantor, the Purchasers shall execute and deliver an appropriate instrument, in the form provided by the Company or such Guarantor, evidencing the release of any Guarantor pursuant to this Section 2.22.are concurrently satisfied:

Release of Guarantor. The Unconditional Guaranty In the event of a sale or other -------------------- disposition of all or substantially all of the assets of any Guarantor shall terminate and be Guarantor, by way of no further force merger, consolidation or effect and otherwise, or all of the Capital Stock of any Guarantor, then such Guarantor shall be deemed to be released from all obligations under this Guaranty and to no longer constitute (in the event of a Guarantor for purposes of the Note Purchase Agreement upon (i) the sale or other disposition by the Company or a Subsidiary of all of the Capital Stock of such Guarantor Guarantor) or the corporation acquiring the property (in compliance with the provisions event of the Note Purchase Agreement, if as a result of such sale or other dispositiondisposition by way of a merger, such Guarantor ceases to be a Subsidiary, consolidation or (ii) the written request for such termination made by such Guarantor to each holder otherwise of all or substantially all of the Notes, accompanied by an Officer’s Certificate delivered to each holder certifying as to the satisfaction assets of the relevant requirements such Guarantor) shall be released and relieved of this Section 2.22 with respect its obligations under its Guarantee provided that (i) after giving - effect thereto, if (x) such Guarantor is no longer a borrower or guarantor under the Credit Agreement and has been released or discharged from its obligations thereunder, (y) such Guarantor shall not (after giving effect to any other release or termination occurring substantially simultaneously with the release and termination pursuant to this clause (ii)) then be Guaranteeing any other Indebtedness of the Company in excess of $20,000,000 in aggregate principal amount and (z) no Default or Event of Default shall have occurred and be continuing (ii) -- the Company shall agree in writing to apply, and shall thereafter apply, the Net Cash Proceeds of such sale or would result other disposition in accordance with Section 5.16 hereof and (iii) such Guarantor has been unconditionally and fully released in --- writing from the termination all obligations under guarantees of Indebtedness of the Unconditional Guaranty of any GuarantorCompany, each Subsidiary and Non-Recourse Subsidiary (including with out limitation Indebtedness under the New Credit Agreement). At the request of the Company or the relevant Guarantor, the Purchasers shall execute and deliver an appropriate instrument, in the form provided Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or such Guarantorother disposition was made by the Company in accordance with the provisions of this Indenture, evidencing the Trustee shall execute any documents reasonably required in order to evidence the release of the specified Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under its Guarantee shall remain liable for the full amount of principal of and interest on the Securities and for the other obligations of any Guarantor pursuant to under the Indenture as provided in this Section 2.22Article 12.

Release of Guarantor. The Unconditional Guaranty (a) Upon the sale, assignment, transfer, conveyance, exchange or other disposition (including by way of any consolidation, merger or otherwise) of such Guarantor; (b) upon the sale or disposition of all or substantially all of the assets of such Guarantor shall terminate (in case of clauses (a) and be (b), other than a sale, assignment, transfer, conveyance, exchange or other disposition to the Company or an Affiliate of no further force the Company and as permitted by this Indenture and the Company complies with its obligations under Section 4.08 hereof and if in connection therewith the Company provides an Officers’ Certificate and an Opinion of Counsel to the Trustee, each stating that all conditions precedent provided for in this Indenture relating to such transactions or effect release have been complied with); (c) upon the release or discharge of such Guarantor from its guarantee, if any, and of all pledges and security, if any, granted by such Guarantor in connection with a Debt Facility, except a release or discharge by or as a result of payment under such guarantee; or (d) upon designation of a Guarantor as an Unrestricted Subsidiary pursuant to the terms of this Indenture, such Guarantor shall be deemed to released from all obligations under this Article 11 without any further action required on the part of the Trustee or any Holder. If the Company exercises its Legal Defeasance option or its Covenant Defeasance option in accordance with the provisions of Article 8 hereof or if its obligations under this Indenture are discharged in accordance with Section 8.06 hereof, each Guarantor shall be released from all obligations under this Guaranty and to no longer constitute a Guarantor for purposes Article 11 without any further action required on the part of the Note Purchase Agreement upon (i) the sale Trustee or other disposition by the Company or a Subsidiary of the Capital Stock of such Guarantor in compliance with the provisions of the Note Purchase Agreement, if as a result of such sale or other disposition, such Guarantor ceases to be a Subsidiary, or (ii) the written request for such termination made by such Guarantor to each holder of the Notes, accompanied by an Officer’s Certificate delivered to each holder certifying as to the satisfaction of the relevant requirements of this Section 2.22 with respect thereto, if (x) such Guarantor is no longer a borrower or guarantor under the Credit Agreement and has been released or discharged from its obligations thereunder, (y) such Guarantor shall not (after giving effect to any other release or termination occurring substantially simultaneously with the release and termination pursuant to this clause (ii)) then be Guaranteeing any other Indebtedness of the Company in excess of $20,000,000 in aggregate principal amount and (z) no Default or Event of Default shall have occurred and be continuing or would result from the termination of the Unconditional Guaranty of any GuarantorHolder. At the request of the Company or and if in connection therewith the relevant GuarantorCompany provides an Officers’ Certificate and an Opinion of Counsel to the Trustee, each stating that all the conditions precedent provided for in this Indenture relating to the execution of such instrument have been complied with, the Purchasers Trustee shall execute and deliver an appropriate instrument, in the form provided by the Company or such Guarantor, instrument evidencing the release of any a Guarantor pursuant to this Section 2.2211.02. In the event that any released Guarantor (in the case of clauses (c) or (d) above) thereafter borrows money or guarantees Indebtedness under a Debt Facility, such former Guarantor will again provide a Guarantee.

Release of Guarantor. The Unconditional Notwithstanding any other provision of the lease or this Guaranty of any Guarantor to the contrary, this Guaranty shall terminate terminate, and be of no further force or effect and such Guarantor the undersigned shall be deemed to be released from all any obligations whatsoever under this Guaranty and to no longer constitute or the lease, in the event that (a) the Tenant under the lease merges into or consolidates with another company that is a Guarantor for purposes "Qualified Tenant", or (b) a person or entity other than the undersigned who is a "Qualified Guarantor" guarantees the obligations of the Note Purchase Agreement Tenant under this lease, or (c) the Tenant under the lease (1) becomes a Qualified Tenant, and (2) is not in a material default under the terms of this lease (as defined in Section 2.2.1(3) of the lease) during the two-year period preceding the date upon which the release of the Guaranty is sought. A "Qualified Tenant" shall be the Tenant, or the successor or assign of the Tenant, that (i) the sale or other disposition by the Company or maintains a Subsidiary tangible net worth of the Capital Stock of such Guarantor in compliance with the provisions of the Note Purchase Agreement$5,000,000 for two consecutive calendar years, if as a result of such sale or other disposition, such Guarantor ceases to be a Subsidiary, or and (ii) has net cash flow, calculated after the written request for such termination made by such Guarantor to each holder payment of taxes, debt service and expenses (exclusive of depreciation, amortization and other noncash expenses) of three times the aggregate of all of the Notes, accompanied by an Officer’s Certificate delivered to each holder certifying as to payments owing under this lease for the satisfaction of last calendar year preceding the relevant requirements date upon which a release of this Section 2.22 with respect thereto, if (x) such Guarantor Guaranty is no longer sought. A "Qualified Guarantor" shall mean a borrower person or guarantor under entity other than the Credit Agreement and has been released or discharged from its obligations thereunder, (y) such Guarantor shall not (after giving effect to any other release or termination occurring substantially simultaneously with the release and termination pursuant to this clause (ii)) then be Guaranteeing any other Indebtedness of the Company in excess undersigned having a tangible net worth of $20,000,000 in aggregate principal amount 5,000,000 or more who guarantees this lease utilizing the same form of guaranty as this Guaranty. Such tangible net worth and (z) no Default or Event of Default cash flow shall have occurred and be continuing or would result from the termination of the Unconditional Guaranty shown on audited financial statements of any Guarantorsuch entity or person. At the request of the Company or the relevant Guarantor, the Purchasers shall execute and deliver an appropriate instrument, in the form provided by the Company or such Guarantor, evidencing Landlord's consent to the release of this Guaranty shall not be required. However, Landlord shall be entitled to review financial statements of any Guarantor pursuant such entity to this Section 2.22confirm that the requisite net worth and cash flow are present.

Release of Guarantor. The Unconditional Guaranty If any of any Guarantor the Guarantors shall terminate and be of no further force or effect and such Guarantor shall be deemed cease to be released from all obligations under this Guaranty and to no longer constitute a Guarantor for purposes of the Note Purchase Agreement upon (i) the sale or other disposition by the Company or a Subsidiary of the Capital Stock Borrower for any reason subject to and in accordance with the terms of the Credit Agreement, then such Guarantor shall, automatically and without any further action on the part of any party to any Credit Document, and upon notice to the Administrative Agent, be fully released and discharged from all its liabilities and obligations under or in respect of the Credit Documents to which such Guarantor is a party (other than liabilities and obligations resulting from a demand on such Guarantor's Guaranty pursuant to Section 9.2) and, promptly upon the request of the Borrower and at the expense of the Borrower, the Administrative Agent shall execute such documents and take such other action as is reasonably requested by the Borrower to evidence the release and discharge of such Guarantor from all such liabilities and obligations and shall, if applicable, certify to the Borrower that such Guarantor has no liabilities or obligations resulting from a demand on such Guarantor's Guaranty pursuant to Section 9.2. In the event the Borrower or any of its Subsidiaries intends to sell, transfer or otherwise dispose of the capital stock of any Subsidiary (subject to and in compliance accordance with the provisions terms of the Note Purchase Credit Agreement) whose capital stock has been pledged and delivered to the Administrative Agent pursuant to a Pledge Agreement, if as a result of upon notice thereof to the Administrative Agent, the Administrative Agent shall promptly deliver to the Borrower such sale capital stock (pursuant to an escrow arrangement acceptable to the Administrative Agent), and, effective upon such sale, transfer or other disposition, such Guarantor ceases to be a Subsidiary, the Liens imposed by or (ii) the written request for such termination made by such Guarantor to each holder of the Notes, accompanied by an Officer’s Certificate delivered to each holder certifying as to the satisfaction of the relevant requirements of this Section 2.22 with respect thereto, if (x) such Guarantor is no longer a borrower or guarantor under the Credit Agreement and has been released or discharged from its obligations thereunder, (y) the Pledge Agreement on such Guarantor capital stock shall not (after giving effect automatically and without any further action on the part of any party to any other release or termination occurring substantially simultaneously with the release Credit Documents, be fully released and termination pursuant to this clause (ii)) then be Guaranteeing any other Indebtedness of the Company in excess of $20,000,000 in aggregate principal amount and (z) no Default or Event of Default shall have occurred and be continuing or would result from the termination of the Unconditional Guaranty of any Guarantordischarged. At Promptly upon the request of the Company or Borrower and at the relevant Guarantorexpense of the Borrower, the Purchasers Administrative Agent shall execute such documents and deliver an appropriate instrument, in the form provided take such other actions as is reasonably requested by the Company or such Guarantor, evidencing Borrower to evidence the release and discharge of any such Lien. In the event the Borrower or any of its Subsidiaries intends to sell, transfer or otherwise dispose of the capital stock of any Guarantor (subject to and in accordance with the terms of the Credit Agreement) which has executed and delivered a Collateral Assignment of Notes to the Administrative Agent, upon notice thereof to the Administrative Agent, the Administrative Agent shall promptly deliver to the Borrower the applicable promissory notes (pursuant to an escrow arrangement acceptable to the Administrative Agent), and, effective upon such sale, transfer or disposition, the Liens imposed by or under the Credit Agreement and the Collateral Assignment of Notes on such notes shall automatically and without any further action on the part of any party to any Credit Documents, be fully released and discharged. Promptly upon the request of the Borrower and at the expense of the Borrower, the Administrative Agent shall execute such documents and take such other actions as is reasonably requested by the Borrower to evidence the release and discharge of any such Lien. To the extent any of the provisions of this Section 2.224.9 are inconsistent with any of the provisions of Section 7.12 or Section 7.15 of the Incorporated Covenants, the provisions of this Section 4.9 shall govern.