Common use of Release of Note Guarantees Clause in Contracts

Release of Note Guarantees. The Note Guarantee of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged: (1) (a) upon any sale, exchange, disposition, issuance or transfer (by merger, amalgamation, consolidation or otherwise) of: (i) the Capital Stock of such Subsidiary Guarantor or any holder of Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Subsidiary of Holdings, or (ii) all or substantially all the assets of such Subsidiary Guarantor, in the case of each of clause (i) and (ii), if such sale, exchange, disposition, issuance or transfer does not violate the applicable provisions of this Indenture required to be satisfied in connection therewith at the time thereof; or (b) upon the release or discharge of the obligations of such Subsidiary Guarantor under the Senior Credit Facilities or such other Indebtedness that gave rise to the requirement to provide such a Note Guarantee pursuant to Section 4.09; provided that the guarantee by such Note Guarantor of the Existing Secured Notes is also released contemporaneously with or prior to such time. (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such obligations are so reinstated, such Note Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Note Guarantee pursuant to Section 4.09); or (c) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; or (d) upon the exercise by the Issuer of its Legal Defeasance or Covenant Defeasance option pursuant to Article 8 or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this Indenture; or (e) in connection with the dissolution or liquidation of such Subsidiary Guarantor; or (f) with the consent of the Holders in accordance with Article 9; and (2) Holdings delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to the release

Release of Note Guarantees. The Notwithstanding the provisions of Section 1302, Note Guarantee of a Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303. Any Guarantor shall be will automatically and unconditionally be released from all obligations under its Note Guarantee, and discharged: (1) (a) upon any sale, exchange, disposition, issuance such Note Guarantee shall thereupon terminate and be discharged and of no further force or transfer (by merger, amalgamation, consolidation or otherwise) ofeffect: (i) the Capital Stock concurrently with any direct or indirect sale or disposition (by merger or otherwise) of such Subsidiary any Guarantor or any holder interest therein, or any other transaction, in accordance with the terms of Capital Stock of this Indenture following which such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary of Holdings, or the Company; (ii) concurrently with the sale of all or substantially all of the assets of such Subsidiary Guarantor, in accordance with the terms of this Indenture; (iii) in the case of each of clause (i) and (ii), if such sale, exchange, disposition, issuance or transfer does not violate any Wholly Owned Domestic Restricted Subsidiary that after the applicable provisions of this Indenture Issue Date is required to be satisfied in connection therewith at guarantee the time thereof; or (b) upon the release or discharge of the obligations of such Subsidiary Guarantor under the Senior Credit Facilities or such other Indebtedness that gave rise to the requirement to provide such a Note Guarantee Notes pursuant to Section 4.09; provided that 414, at any time such Guarantor is (or, substantially concurrently with the guarantee by such Note Guarantor release of the Existing Secured Note Guarantee of such Guarantor, will be) released from all of its obligations under its Guarantee of payment (or, if applicable, release from all of its obligations as a borrower) in respect of the Material Indebtedness that resulted in the obligation to guarantee the Notes is also released contemporaneously with or prior to such time. (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such obligations are Guarantee is so reinstated, such Note Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Note Guarantee pursuant to Section 4.09414); or (civ) upon the designation merger or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor as following the transfer of all of its assets to the Company or another Guarantor; (v) concurrently with any Guarantor becoming an Unrestricted Subsidiary in compliance with or ceasing to constitute a Wholly Owned Domestic Restricted Subsidiary of the applicable provisions of this IndentureCompany; or (dvi) upon the exercise by occurrence of a Covenant Suspension Event; provided that after the Issuer of its Legal Reversion Time, such Note Guarantee shall be reinstated to the extent required and within the time period provided under Section 414; (vii) upon Defeasance or Covenant Defeasance option of the Company’s obligations under, or satisfaction and discharge of this Indenture pursuant to Article 8 or the discharge of the Issuer’s obligations under this Indenture in accordance with the terms of this IndentureSection 1101; or (eviii) subject to Section 1302(b), upon payment in connection with the dissolution or liquidation of such Subsidiary Guarantor; or (f) with the consent full of the Holders in accordance with Article 9; aggregate principal amount of all Notes then Outstanding and (2) Holdings delivering all other Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 10 days’ notice to the Trustee (or such shorter period as agreed to by the Trustee), to cause any Guarantor that is not a primary obligor or guarantor under any outstanding Material Indebtedness to be unconditionally released from all obligations under its Note Guarantee, and such Note Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents (subject to the review and approval of counsel to the Trustee) reasonably requested by the Company in order to evidence such release, discharge and termination in respect of such Note Guarantee and the Trustee will be entitled to receive and conclusively rely on an Officer’s Certificate that the execution of any such document, release, discharge and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to the releasetermination is authorized.

Release of Note Guarantees. The Note Guarantee In the event of a Subsidiary Guarantor shall be automatically and unconditionally released and discharged: (1) (a) upon sale or -------------------------- other disposition of all or substantially all of the assets of any saleGuarantor, exchange, disposition, issuance or transfer (by way of merger, amalgamation, consolidation or otherwise) of: (i) , or a sale or other disposition of all of the Capital Stock of such Subsidiary Guarantor or any holder of Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary by way of merger, consolidation or otherwise, such Guarantor will be released and relieved of any obligations under its Note Guarantee; provided, in each case, that (i) such transaction is no longer a Subsidiary of Holdings, or -------- carried out pursuant to and in accordance with Section 4.08 and Section 5.01 hereof and (ii) all or substantially all the assets of such Subsidiary Guarantor, in the case of each of clause (i) and (ii), if such sale, exchange, disposition, issuance or transfer does not violate the applicable provisions of this Indenture required to be satisfied in connection therewith at the time thereof; or (b) upon the release or discharge of the obligations of such Subsidiary Guarantor under the Senior Credit Facilities or such other Indebtedness that gave rise to the requirement to provide such a Note Guarantee pursuant to Section 4.09; provided that the guarantee by such Note Guarantor of the Existing Secured Notes is also released contemporaneously with or prior to such timefrom its guarantee of the Company's Obligations under the Credit Agreement and does not guarantee any Senior Indebtedness. (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such obligations are so reinstated, such Note Guarantee shall also be reinstated Upon delivery by the Company to the extent Trustee of an Officers' Certificate and Opinion of Counsel, to the effect that such Subsidiary Guarantor would then be required to provide a Note Guarantee pursuant to Section 4.09); sale or (c) upon other disposition was made by the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary Company in compliance accordance with the applicable provisions of this Indenture; or (d) upon , including without limitation Section 4.08 and Section 5.01 hereof, the exercise Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Note Guarantee. In addition, any non-Wholly Owned Subsidiary of the Company that is released from its guarantee of the Company's Obligations under the Credit Agreement shall also be released from its Note Guarantee so long as such Subsidiary does not guarantee any Senior Indebtedness. Upon delivery by the Issuer Company to the Trustee of its Legal Defeasance or Covenant Defeasance option pursuant an Officers' Certificate to Article 8 or the discharge effect that such Guarantor (i) is not a Wholly Owned Subsidiary of the Issuer’s Company, (ii) has been released from its guarantee of the Company's Obligations under the Credit Agreement, and (iii) does not guarantee any Senior Indebtedness, the Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of, premium, if any, interest and Liquidated Damages, if any, on the Notes and for the other Obligations of the Company, such Guarantor and any other Guarantor under this Indenture in accordance with the terms of this Indenture; or (e) in connection with the dissolution or liquidation of such Subsidiary Guarantor; or (f) with the consent of the Holders in accordance with Article 9; and (2) Holdings delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent as provided for in this Indenture relating to the releaseArticle XI.

Release of Note Guarantees. The Notwithstanding the provisions of Section 1302, Note Guarantee of a Subsidiary Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303. Any Guarantor shall be will automatically and unconditionally be released from all obligations under its Note Guarantee, and discharged: such Note Guarantee shall thereupon terminate and be discharged and of no further force or effect, (1i) (a) upon concurrently with any sale, exchange, disposition, issuance direct or transfer indirect sale or disposition (by merger, amalgamation, consolidation merger or otherwise) of: (i) the Capital Stock of such Subsidiary any Guarantor or any holder interest therein, or any other transaction, in accordance with the terms of Capital Stock of this Indenture (including Section 411 and Section 501) following which such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary of Holdingsthe Company, or (ii) all or at any time that such Guarantor is (or, substantially all concurrently with the assets release of the Note Guarantee of such Subsidiary Guarantor, in will be) released from all of its obligations under its Guarantee of payment by the case Company and all other Guarantors of each of clause (i) and (ii), if such sale, exchange, disposition, issuance or transfer does not violate the applicable provisions of this Indenture required to be satisfied in connection therewith at the time thereof; or (b) upon the release or discharge any Indebtedness of the obligations of Company and such Subsidiary Guarantor other Guarantors under the Senior Credit Facilities (and, if applicable, released from all of its obligations as a borrower under the Senior Credit Facilities and as a primary obligor or such guarantor in respect of any other Indebtedness that gave rise to the requirement to provide such a Note Guarantee pursuant to Section 4.09; provided that the guarantee by such Note Guarantor of the Existing Secured Notes is also released contemporaneously with or prior to such time. then outstanding Material Indebtedness) (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such obligations are Guarantee is so reinstated, such Note Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Note Guarantee pursuant to Section 4.09414); or , (ciii) upon the designation merger or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor as following the transfer of all of its assets to the Company or another Guarantor, (iv) concurrently with any Guarantor becoming an Unrestricted Subsidiary in compliance with or ceasing to constitute a Wholly Owned Domestic Subsidiary of the applicable provisions of this Indenture; or Company, (dv) upon the exercise by occurrence of a Covenant Suspension Event; provided that after the Issuer of its Legal Reversion Time, such Note Guarantee shall be reinstated to the extent required and within the time period provided under Section 414, (vi) upon Defeasance or Covenant Defeasance option of the Company’s obligations under, or satisfaction and discharge of this Indenture pursuant to Article 8 Section 1101, or the discharge (vii) subject to Section 1302(b), upon payment in full of the Issuer’s obligations under this Indenture in accordance with aggregate principal amount of all Notes then Outstanding and all other Guaranteed Obligations then due and owing. In addition, the terms of this Indenture; or (e) in connection with Company will have the dissolution or liquidation of such Subsidiary Guarantor; or (f) with the consent of the Holders in accordance with Article 9; and (2) Holdings delivering right, upon 10 days’ notice to the Trustee (or such shorter period as agreed to by the Trustee), to cause any Guarantor that is not a primary obligor or guarantor under the Senior Credit Facilities or any other then outstanding Material Indebtedness to be unconditionally released from all obligations under its Note Guarantee, and such Note Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents (subject to the review and approval of counsel to the Trustee) reasonably requested by the Company in order to evidence such release, discharge and termination in respect of such Note Guarantee and the Trustee will be entitled to receive and conclusively rely on an Officer’s Certificate that the execution of any such document, release, discharge and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to the releasetermination is authorized.

Release of Note Guarantees. The (a) A Note Guarantee of by a Subsidiary Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be required for the release of such Guarantor’s Note Guarantee, upon: (1) (aA) upon any sale, exchange, disposition, issuance a sale or other transfer or disposition (including by way of merger, consolidation, arrangement or amalgamation, consolidation or otherwise) of: of all of the Capital Interests in any Guarantor to any Person that is not an Affiliate of the Company in compliance with the terms of this Indenture; (iB) the Capital Stock sale or other transfer of such Subsidiary Guarantor or any holder of Capital Stock of such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor is no longer a Subsidiary of Holdings, or (ii) all or substantially all the assets of such Subsidiary Guarantora Guarantor (including by way of merger, consolidation, arrangement or amalgamation) to a Person that is not an Affiliate of the Company in compliance with the case of each of clause (i) and (ii), if such sale, exchange, disposition, issuance or transfer does not violate the applicable provisions terms of this Indenture required to be satisfied in connection therewith at Indenture; (C) the time thereof; merger, consolidation or (b) amalgamation of any Guarantor with and into the Company, another Guarantor or a Person that will become a Guarantor substantially upon the consummation of such merger, consolidation or amalgamation; (D) the release or discharge of a Guarantor of all of its Guarantee obligations in respect of the obligations of such Subsidiary Guarantor under the Senior Credit Facilities (other than pursuant the Notes or such other Indebtedness that gave rise to the requirement to provide such a Note Guarantee pursuant to Section 4.09; provided that the guarantee by such Note Guarantor of the Existing Secured Notes is also released contemporaneously with or prior to such time. (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such obligations are so reinstated, such Note Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Note Guarantee pursuant to Section 4.09this Indenture); or (cE) upon the proper designation of such Subsidiary any Guarantor as an Unrestricted Subsidiary Subsidiary; (F) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary; (G) the election of the Company to have its obligations satisfied and discharged with respect to any outstanding Notes in compliance accordance with the applicable provisions terms of this Indenture; or (dH) upon the Company’s exercise by the Issuer of its Legal Defeasance option or Covenant Defeasance option pursuant to in accordance with Article 8 or the discharge of the IssuerCompany’s obligations under this Indenture in accordance with the terms of this Indenture; or (e) in connection with the dissolution or liquidation of such Subsidiary Guarantor; or (f) with the consent of the Holders in accordance with Article 9; and (2) Holdings such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction and/or release have been complied with. (b) At the written request of the Company, the Company, such Guarantor and the Trustee shall execute and deliver any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Note Guarantee.