Common use of Guarantees by Restricted Subsidiaries Clause in Contracts

Guarantees by Restricted Subsidiaries. (a) The Company shall not permit any of its domestic Restricted Subsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of the Company (other than: (1) Permitted Indebtedness of a Restricted Subsidiary of the Company; (2) Indebtedness under Currency Agreements incurred in reliance on clause (f) of the second paragraph of Section 4.04; or (3) Interest Rate Protection Obligations incurred in reliance on clause (d) of the second paragraph of Section 4.04), unless, in any case: (1) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture providing a guarantee of payment of the Notes by such Restricted Subsidiary; and (2) (a) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Senior Indebtedness, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Indebtedness may be superior to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture and (b) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture. (b) Solgar Holdings, Inc., Solgar, Inc. and Solgar Mexico Holdings, LLC shall guarantee the Notes as promptly as practicable after such time that the Company would not be required to file separate financial statements for Solgar Holdings, Inc. with the SEC pursuant to Rule 3-10, paragraph G of Regulation S-X as promulgated by the SEC, if the Company was filing a registration statement at such time. (c) Notwithstanding the provisions of paragraph (a), any such Note Guarantee by a Restricted Subsidiary of the Notes shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (1) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Note Guarantee was executed and delivered pursuant to the preceding paragraph, provided that no Default or Event of Default is then outstanding; (2) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company’s Equity Interests in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Equity Interests or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed; (3) so long as no Default or Event of Default is then in existence both before and after giving effect to such release, such Restricted Subsidiary simultaneously not being an obligor with respect to any Indebtedness outstanding under the first paragraph of Section 4.04 or clause (a), (b) or (o) of the second paragraph thereof; or (4) the designation of a Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture.

Guarantees by Restricted Subsidiaries. (a) The Company shall not permit any of its domestic Restricted SubsidiariesSubject to the Agreed Guarantee Principles, directly or indirectlyif, by way as of the pledge last day of any intercompany note or otherwisefiscal year for which financial statements have been delivered pursuant to Section 9.1, to assume, guarantee or in any other manner become liable with respect to any Indebtedness Wholly-Owned Subsidiary of the Company or any other Restricted Subsidiary of the Company (other than: (1) Permitted Indebtedness of a Restricted Subsidiary of the Company; (2) Indebtedness under Currency Agreements incurred in reliance on clause (f) of the second paragraph of Section 4.04; or (3) Interest Rate Protection Obligations incurred in reliance on clause (d) of the second paragraph of Section 4.04)ceases to be an Immaterial Subsidiary, unless, in any case: (1) such Restricted Subsidiary executes and delivers must, within 60 days (or such longer period as the Administrative Agent may agree in writing (including by e-mail)) after the date on which the Compliance Certificate for such fiscal year is delivered, provide a supplemental indenture to Guarantee of this Indenture providing Agreement by executing a guarantee of payment of the Notes by such Restricted Subsidiary; and (2) (a) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Senior Indebtedness, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Indebtedness may be superior supplement to the Note Guarantee pursuant to subordination provisions no less favorable to Guaranty in the Holders of the Notes than those contained in this Indenture and (b) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indentureform attached thereto). (b) Solgar Holdings, Inc., Solgar, Inc. and Solgar Mexico Holdings, LLC shall guarantee the Notes as promptly as practicable after such time that If the Company would or any of its Restricted Subsidiaries acquires or creates a Wholly-Owned Subsidiary (other than an Immaterial Subsidiary) after the Closing Date and the issuance of a Guarantee by such Subsidiary is not be required to file separate financial statements for Solgar Holdings, Inc. with the SEC pursuant to Rule 3-10, paragraph G of Regulation S-X as promulgated precluded by the SECAgreed Guarantee Principles, if the Company was filing new Restricted Subsidiary shall, within 60 days (or such longer period as the Administrative Agent may agree in writing (including by e-mail)) after becoming a registration statement at such timeRestricted Subsidiary, provide a Guarantee of this Agreement by executing a supplement to the Guaranty in the form attached thereto. (c) Notwithstanding The obligations of each Guarantor under the Guaranty will be limited to the maximum amount that would not render the Guarantors obligations subject to avoidance under applicable fraudulent conveyance provisions of paragraph (a), any such Note Guarantee by a Restricted Subsidiary of the Notes shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee United States Bankruptcy Code or any Holder, comparable provision of foreign or state law and as otherwise set forth in the Guaranty or relevant supplement to the Guaranty. (d) The obligations of a Guarantor under the Guaranty will terminate upon: (1i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Note Guarantee was executed and delivered pursuant to the preceding paragraph, provided that no Default or Event of Default is then outstanding; (2) any a sale or other disposition (including by merger way of consolidation or otherwisemerger) to any Person which is not a Restricted Subsidiary of the Company Guarantor or the sale or disposition of all of the Company’s Equity Interests in, or all or substantially all the assets of the assets of, such Guarantor (other than to the Company or a Restricted Subsidiary; provided ), in each case, that (a) such sale or disposition of such Equity Interests or assets is otherwise in compliance with the terms of not prohibited by this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteedAgreement; (3ii) so long the designation in accordance with this Agreement of the Guarantor as no Default an Unrestricted Subsidiary; (iii) to the extent that the Guarantor is not an Immaterial Subsidiary due to the operation of the proviso to the definition of “Immaterial Subsidiary”, upon the release of the guarantee or Event of Default is then guarantees referred to in existence both before and after giving effect to such release, such Restricted Subsidiary simultaneously proviso that resulted in the Guarantor not being an obligor with respect Immaterial Subsidiary; (iv) the Guarantor becoming an Immaterial Subsidiary, tested as of the last day of any fiscal year for which financial statements have been delivered pursuant to any Indebtedness outstanding Section 9.1 and a Compliance Certificate has been delivered pursuant to Section 9.2(b) and that Guarantor being designated by the Company pursuant to that Compliance Certificate as an Immaterial Subsidiary whose obligations under the first paragraph of Section 4.04 or clause (a), (b) or (o) of the second paragraph thereofGuaranty should terminate; or (4v) repayment in full of all amounts due and payable under the designation Credit Documents (other than contingent obligations not then due and payable) and cancellation of a Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this IndentureCommitments hereunder.

Guarantees by Restricted Subsidiaries. (a) The Company shall If, after the Issue Date, (i) any Domestic Restricted Subsidiary that is not permit any of its domestic Restricted Subsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to already a Subsidiary Guarantor incurs any Indebtedness in excess of the Company a De Minimis Amount, or issues any other preferred stock or (ii) any Domestic Restricted Subsidiary of the Company (other than: (1) Permitted that is not already a Subsidiary Guarantor incurs any Indebtedness of a Restricted Subsidiary of the Company; (2) Indebtedness under Currency Agreements incurred in reliance on clause (f) of the second paragraph of Section 4.04; or (3) Interest Rate Protection Obligations incurred in reliance on clause (d) of the second paragraph of Section 4.04), unless, in any case: (1) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture providing a guarantee of payment of the Notes by such Restricted Subsidiary; and (2) (a) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided whatsoever in respect of obligations under the Senior IndebtednessCredit Agreement, then such Subsidiary (referred to in clause (i) or (ii) of this Section 4.10(a)) shall become a Subsidiary Guarantor by executing and delivering a supplemental indenture, in the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Indebtedness may be superior form attached hereto as Exhibit B, to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders trustee within 30 days of the Notes than those contained date on which it incurred such Indebtedness or issued such preferred stock (in each case, referred to in clause (i) or (ii) of this Indenture and (b) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this IndentureSection 4.10(a)). (b) Solgar Holdings, Inc., Solgar, Inc. and Solgar Mexico Holdings, LLC The Subsidiary Guarantee of a Subsidiary Guarantor shall guarantee be released upon request of the Notes as promptly as practicable after Subsidiary Guarantor at such time that as such Subsidiary Guarantor is not liable for any Indebtedness and has no preferred stock outstanding, as long as at the Company would not be required to file separate financial statements for Solgar Holdings, Inc. with the SEC pursuant to Rule 3-10, paragraph G of Regulation S-X as promulgated by the SEC, if the Company was filing a registration statement at such time. (c) Notwithstanding the provisions of paragraph (a), any such Note Guarantee by a Restricted Subsidiary of the Notes shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (1) the unconditional release time of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Note Guarantee was executed and delivered pursuant to the preceding paragraphrelease, provided that (i) no Default or Event of Default has occurred and is then outstanding; continuing, (2ii) any sale or other disposition (by merger or otherwise) the Subsidiary Guarantor is not an obligor party to any Person undrawn Credit Facility or any Credit Facility under which is letters of credit are outstanding or any instrument governing the terms of undrawn Indebtedness or any Guarantee thereof and (iii) the Subsidiary Guarantor has not a Restricted Subsidiary of been liable under any Indebtedness whatsoever during the Company of all of the Company’s Equity Interests in, or all or substantially all of the assets of, such Restricted Subsidiaryimmediately preceding 181 consecutive days; provided that in no event shall the Subsidiary Guarantee of Kodiak Oil & Gas Corp. (a) such sale or disposition of such Equity Interests or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed; (3) so long as no Default or Event of Default is then in existence both before and after giving effect to such release, such Restricted Subsidiary simultaneously not being an obligor with respect to any Indebtedness outstanding under the first paragraph of Section 4.04 or clause (a), (bsuccessor) or (o) of the second paragraph thereof; or (4) the designation of a Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indentureany Intermediate HoldCo be released.

Guarantees by Restricted Subsidiaries. (a) The If (i) any Restricted Subsidiary that Guarantees any Debt of the Company shall not permit under the Credit Agreement on the Issue Date (each, a "Credit Agreement Guarantor") becomes a Significant Subsidiary and, at the time it becomes a Significant Subsidiary or any time thereafter, Guarantees any Debt of its domestic the Company under the Credit Agreement; or (ii) any Restricted SubsidiariesSubsidiary (excluding any Credit Agreement Guarantor), directly or indirectly, by way of the pledge of Guarantees any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness Debt of the Company or any other under the Credit Agreement after the Issue Date, such Restricted Subsidiary shall provide a Note Guaranty. If the guaranteed Debt of the Company (other than: (1) Permitted Indebtedness is Subordinated Debt, the Guarantee of a Restricted Subsidiary of the Company; (2) Indebtedness under Currency Agreements incurred such guaranteed Debt must be subordinated in reliance on clause (f) of the second paragraph of Section 4.04; or (3) Interest Rate Protection Obligations incurred in reliance on clause (d) of the second paragraph of Section 4.04), unless, in any case: (1) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture providing a guarantee right of payment of the Notes by such Restricted Subsidiary; and (2) (a) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Senior Indebtedness, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Indebtedness may be superior to the Note Guarantee pursuant Guaranty to subordination provisions no less favorable to at least the Holders of extent that the Notes than those contained in this Indenture and (b) if such assumption, guarantee or other liability of such Restricted Subsidiary guaranteed Debt is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture. (b) Solgar HoldingsA Restricted Subsidiary required to provide a Note Guaranty shall execute a supplemental indenture in the form of Exhibit B, Inc., Solgar, Inc. and Solgar Mexico Holdings, LLC shall guarantee deliver an Opinion of Counsel to the Notes as promptly as practicable after such time Trustee to the effect that the Company would not be required to file separate financial statements for Solgar Holdingssupplemental indenture has been duly authorized, Inc. with the SEC pursuant to Rule 3-10, paragraph G of Regulation S-X as promulgated executed and delivered by the SECRestricted Subsidiary and constitutes a valid and binding obligation of the Restricted Subsidiary, if enforceable against the Company was filing a registration statement at such timeRestricted Subsidiary in accordance with its terms (subject to customary exceptions). (c) Notwithstanding the provisions of paragraph (a), any such Note Guarantee by a Restricted Subsidiary of the Notes shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon:No Guarantor may (1i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection consolidate with which such Note Guarantee was executed and delivered pursuant to the preceding paragraphor merge with or into any Person, provided that no Default or Event of Default is then outstanding;or (2ii) any sale sell, convey, transfer or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company’s Equity Interests indispose of, or all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person, or (iii) permit any Person to merge with or into the assets of, such Guarantor (A) the other Person is the Company or any Wholly Owned Restricted Subsidiary; provided Subsidiary that (a) such sale is Guarantor or disposition of such Equity Interests or assets is otherwise in compliance becomes a Guarantor concurrently with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed; (3) so long as no Default or Event of Default is then in existence both before and after giving effect to such release, such Restricted Subsidiary simultaneously not being an obligor with respect to any Indebtedness outstanding under the first paragraph of Section 4.04 or clause (a), (b) or (o) of the second paragraph thereoftransaction; or (4B) (1) either (x) the designation Guarantor is the continuing Person or (y) the resulting, surviving or transferee Person expressly assumes by supplemental indenture all of a Restricted Subsidiary that is a the obligations of the Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture.under its Note Guaranty; and

Guarantees by Restricted Subsidiaries. (a) The Company shall not permit will cause any of its domestic Restricted Subsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Borrowing Restricted Subsidiary of to become a Subsidiary Guarantor by executing the Company guarantee (other than: (1the "Guarantee") Permitted Indebtedness of a Restricted Subsidiary of the Company; (2) Indebtedness under Currency Agreements incurred in reliance on clause (f) of the second paragraph of Section 4.04; or (3) Interest Rate Protection Obligations incurred in reliance on clause (d) of the second paragraph of Section 4.04), unless, in any case: (1) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture providing a guarantee of payment of the Notes by such Borrowing Restricted Subsidiary (1) if, at the time the Restricted Subsidiary first becomes a Borrowing Restricted Subsidiary; and , the total Investment of the Company and the Restricted Subsidiaries in such Borrowing Restricted Subsidiary and in all other Borrowing Restricted Subsidiaries that are not Subsidiary Guarantors, is more than 15% of Total Tangible Assets (the "15% Investment Threshold"), or (2) if, at the time a Borrowing Restricted Subsidiary increases the amount of Restricted Subsidiary Indebtedness (aexcluding for this purpose, incurrences of indebtedness under a revolving credit facility that do not exceed the maximum committed borrowings thereunder), the 15% Investment Threshold is met, or (3) if if, at the time the Company or any Restricted Subsidiary makes a capital contribution or other equity investment in excess of $1 million during any six-month period in any Borrowing Restricted Subsidiary, the 15% Investment Threshold is met. If any such assumption, guarantee or other liability incurrence of such Restricted Subsidiary is provided in respect of Senior Indebtedness, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Indebtedness may be superior to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture and (b) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders holders of the Notes than those contained in this the 12 3/4% Indenture. . A Borrowing Restricted Subsidiary shall be released as a Subsidiary Guarantor (bi) Solgar Holdings, Inc., Solgar, Inc. and Solgar Mexico Holdings, LLC shall guarantee the Notes as promptly as practicable after at such time that the Company would not as it ceases to be required to file separate financial statements for Solgar Holdings, Inc. with the SEC pursuant to Rule 3-10, paragraph G of Regulation S-X as promulgated by the SEC, if the Company was filing a registration statement at such time. (c) Notwithstanding the provisions of paragraph (a), any such Note Guarantee by a Borrowing Restricted Subsidiary of or (ii) upon the Notes shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (1) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Note Guarantee was executed and delivered pursuant to the preceding paragraph, provided that no Default or Event of Default is then outstanding; (2) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all election of the Company’s Equity Interests in, or all or substantially all of the assets ofif, such Restricted Subsidiary; provided that (a) such sale or disposition of such Equity Interests or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed; (3) so long as no Default or Event of Default is then in existence both before and after giving effect to such releaseelection, such Restricted Subsidiary simultaneously the 15% Investment Threshold is not being an obligor with respect to any Indebtedness outstanding under the first paragraph of Section 4.04 or clause (a), (b) or (o) of the second paragraph thereof; or (4) the designation of a Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenturemet.

Guarantees by Restricted Subsidiaries. (a) The Company shall will not permit any of its domestic Restricted SubsidiariesSubsidiary, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any other Restricted Subsidiary of than the Company Securities (other than: (1"Other Indebtedness") Permitted Indebtedness of a Restricted Subsidiary of the Company; (2) Indebtedness under Currency Agreements incurred in reliance on clause (f) of the second paragraph of Section 4.04; or (3) Interest Rate Protection Obligations incurred in reliance on clause (d) of the second paragraph of Section 4.04), unless, in any case: (1i) such Restricted Subsidiary contemporaneously executes and delivers a supplemental indenture to this Indenture providing for a guarantee of payment of the Notes Securities then outstanding by such Restricted Subsidiary; Subsidiary to the same extent as the guarantee (the "Other Indebtedness Guarantee") of the Other Indebtedness (including waiver of subrogation, if any), and (2) (aii) if any such assumption, guarantee or other liability of the Other Indebtedness guaranteed by such Restricted Subsidiary is provided in respect of is: (A) Senior Indebtedness, the guarantee or other instrument provided by such Restricted Subsidiary for the Securities shall be pari passu in respect right of such Senior Indebtedness may be superior payment to the Note Guarantee pursuant to subordination provisions no less favorable Other Indebtedness Guarantee, and (B) Subordinated Indebtedness, the guarantee for the Securities shall be senior in right of payment to the Holders Other Indebtedness Guarantee, provided that none of that the Notes than those contained in this Indenture and (b) if such assumption, guarantee foregoing will limit or other liability of such restrict guarantees Issued by Restricted Subsidiary is provided Subsidiaries in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or of other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this IndentureSubsidiaries. (b) Solgar Holdings, Inc., Solgar, Inc. and Solgar Mexico Holdings, LLC shall Each guarantee of the Notes as promptly as practicable after such time that the Company would not be required to file separate financial statements for Solgar Holdings, Inc. with the SEC pursuant to Rule 3-10, paragraph G of Regulation S-X as promulgated by the SEC, if the Company was filing a registration statement at such time. (c) Notwithstanding the provisions of paragraph (a), any such Note Guarantee Securities created by a Restricted Subsidiary of pursuant to Section 4.17(a) shall be in form and substance satisfactory to the Notes Trustee and shall provide, among other things, that it will be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, discharged upon: (1) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Note Guarantee was executed and delivered pursuant to the preceding paragraph, provided that no Default or Event of Default is then outstanding; (2i) any sale sale, exchange or other disposition (transfer permitted by merger or otherwise) this Indenture to any Person which is not a Restricted Subsidiary an Affiliate of the Company of (A) all of the Company’s Equity Interests in's Capital Stock in such Restricted Subsidiary, or (B) the sale of all or substantially all of the assets of, such of the Restricted Subsidiary; provided that (a) Subsidiary and upon the application of the Net Proceeds from such sale or disposition of such Equity Interests or assets is otherwise in compliance accordance with the terms of this Indenture and (b) such assumptionSection 4.14, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed; (3) so long as no Default or Event of Default is then in existence both before and after giving effect to such release, such Restricted Subsidiary simultaneously not being an obligor with respect to any Indebtedness outstanding under the first paragraph of Section 4.04 or clause (a), (b) or (o) of the second paragraph thereof; or (4ii) the designation release or discharge of the Other Indebtedness Guarantee that resulted in the creation of such guarantee of the Securities, except a Restricted Subsidiary that is discharge or release by or as a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions result of this Indenturepayment under such Other Indebtedness Guarantee.

Guarantees by Restricted Subsidiaries. (a) The Company shall will not permit any Restricted Subsidiary that is not then a Guarantor of its domestic Restricted Subsidiariesthe Notes, directly or indirectly, by way of to Guarantee or secure the pledge payment of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness Debt of the Company or any other of its Restricted Subsidiary of the Company (other than: (1) Permitted Indebtedness of a Restricted Subsidiary of the Company; (2) Indebtedness under Currency Agreements incurred in reliance on clause (f) of the second paragraph of Section 4.04; or (3) Interest Rate Protection Obligations incurred in reliance on clause (d) of the second paragraph of Section 4.04), unless, in any case: (1) Subsidiaries unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a guarantee full and unconditional Guarantee of the payment of the Notes by such Restricted Subsidiary; andprovided that this paragraph shall not be applicable to: (1) any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; (2) any Guarantee arising under or in connection with performance bonds, indemnity bonds, surety bonds and letters of credit or bankers' acceptances; (a3) if Permitted Liens; or (4) to the extent permitted under Section 4.09 hereof, Guarantees of Debt of a Restricted Subsidiary that is a Foreign Subsidiary by a Restricted Subsidiary that is a Foreign Subsidiary. If the Guaranteed Debt is subordinated in right of payment to the Notes or any such assumptionGuarantee of the Notes, guarantee or other liability as applicable, pursuant to a written agreement to that effect, the Guarantee of such Restricted Subsidiary is provided Guaranteed Debt must be subordinated in respect right of Senior Indebtedness, the guarantee or other instrument provided by payment to such Restricted Subsidiary in respect of such Senior Indebtedness may be superior to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture and (b) if such assumption, guarantee or other liability of such Restricted Subsidiary to at least the extent that the Guaranteed Debt is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture. (b) Solgar Holdings, Inc., Solgar, Inc. and Solgar Mexico Holdings, LLC shall guarantee the Notes as promptly as practicable after Any such time that the Company would not Subsidiary Guarantee will be required to file separate financial statements for Solgar Holdings, Inc. with the SEC pursuant to Rule 3-10, paragraph G of Regulation S-X as promulgated by the SEC, if the Company was filing a registration statement at such time. (c) Notwithstanding the provisions of paragraph (a), any such Note Guarantee by a Restricted Subsidiary of the Notes shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (1) the unconditional release of such Restricted Subsidiary from its liability in respect sale of the Indebtedness Capital Stock of the applicable Subsidiary Guarantor in connection accordance with which the terms of this Indenture such Note Guarantee was executed and delivered pursuant to that it is no longer a Subsidiary of the preceding paragraph, provided that no Default or Event of Default is then outstanding;Company, (2) any the sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company’s Equity Interests in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Equity Interests or assets is otherwise Subsidiary Guarantor in compliance accordance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed;Indenture, (3) so long as no Default or Event the release of Default is then in existence both before and after giving effect to such release, the Subsidiary Guarantor of liability on the Guarantee the issuance of which caused such Restricted Subsidiary simultaneously not being an obligor with respect to any Indebtedness outstanding under the first paragraph of Section 4.04 or clause (a)be required to become a Subsidiary Guarantor, (b) or (o) of the second paragraph thereof; or (4) the designation of a Restricted applicable Subsidiary that is a Guarantor as Guarantor's becoming an Unrestricted Subsidiary in accordance with the applicable provisions terms of this Indenture, so long as in the case of clause (b)(1), (2), (3), or (4), any Guarantee or security of payment by such Subsidiary Guarantor of Debt of the Company or any of its other Restricted Subsidiaries (other than the Notes or any Subsidiary Guarantee) is fully and unconditionally released prior thereto or simultaneously therewith.

Guarantees by Restricted Subsidiaries. (a) The Company shall If, after the Issue Date, (i) any Domestic Restricted Subsidiary that is not permit any of its domestic Restricted Subsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to already a Subsidiary Guarantor incurs any Indebtedness in excess of the Company a De Minimis Amount, or issues any other preferred stock or (ii) any Domestic Restricted Subsidiary of the Company (other than: (1) Permitted that is not already a Subsidiary Guarantor incurs any Indebtedness of a Restricted Subsidiary of the Company; (2) Indebtedness under Currency Agreements incurred in reliance on clause (f) of the second paragraph of Section 4.04; or (3) Interest Rate Protection Obligations incurred in reliance on clause (d) of the second paragraph of Section 4.04), unless, in any case: (1) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture providing a guarantee of payment of the Notes by such Restricted Subsidiary; and (2) (a) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided whatsoever in respect of obligations under the Senior IndebtednessCredit Agreement, then such Subsidiary (referred to in clause (i) or (ii) of this Section 4.10(a)) shall become a Subsidiary Guarantor by executing and delivering a supplemental indenture, in the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Indebtedness may be superior form attached hereto as Exhibit B, to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders trustee within 30 days of the Notes than those contained date on which it incurred such Indebtedness or issued such preferred stock (in each case, referred to in clause (i) or (ii) of this Indenture and (b) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this IndentureSection 4.10(a)). (b) Solgar Holdings, Inc., Solgar, Inc. and Solgar Mexico Holdings, LLC The Subsidiary Guarantee of a Subsidiary Guarantor shall guarantee be released upon request of the Notes as promptly as practicable after Subsidiary Guarantor at such time that as such Subsidiary Guarantor is not liable for any Indebtedness and has no preferred stock outstanding, as long as at the Company would not be required to file separate financial statements for Solgar Holdings, Inc. with the SEC pursuant to Rule 3-10, paragraph G of Regulation S-X as promulgated by the SEC, if the Company was filing a registration statement at such time. (c) Notwithstanding the provisions of paragraph (a), any such Note Guarantee by a Restricted Subsidiary of the Notes shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (1) the unconditional release time of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Note Guarantee was executed and delivered pursuant to the preceding paragraphrelease, provided that no Default or Event of Default has occurred and is then outstanding; (2) any sale or other disposition (by merger or otherwise) continuing, the Subsidiary Guarantor is not an obligor party to any Person undrawn Credit Facility or any Credit Facility under which is not a Restricted Subsidiary letters of the Company of all of the Company’s Equity Interests in, credit are outstanding or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Equity Interests or assets is otherwise in compliance with any instrument governing the terms of this Indenture undrawn Indebtedness or any Guarantee thereof and (b) such assumption, guarantee or other liability of such Restricted the Subsidiary Guarantor has not been released by the holders of the other Indebtedness so guaranteed; (3) so long as no Default or Event of Default is then in existence both before and after giving effect to such release, such Restricted Subsidiary simultaneously not being an obligor with respect to liable under any Indebtedness outstanding under whatsoever during the first paragraph of Section 4.04 or clause (a), (b) or (o) of the second paragraph thereof; or (4) the designation of a Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indentureimmediately preceding 181 consecutive days.

Guarantees by Restricted Subsidiaries. (a) The If the Company acquires or creates another Domestic Subsidiary after the Issue Date, then that newly acquired or created Subsidiary will become a Subsidiary Guarantor and execute a supplemental indenture within 10 days of the date on which it was created or acquired or became a Subsidiary; provided, however, that all Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries will not have to become a Subsidiary Guarantor pursuant to this Section 4.13. In addition, Arch Western shall not permit any of its domestic Restricted SubsidiariesSubsidiary that is not a Guarantor, directly or indirectly, by way of to Guarantee or secure the pledge payment of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to any Indebtedness Debt of the Company Arch Western or any other of its Restricted Subsidiary of the Company (other than: (1) Permitted Indebtedness of a Restricted Subsidiary of the Company; (2) Indebtedness under Currency Agreements incurred in reliance on clause (f) of the second paragraph of Section 4.04; or (3) Interest Rate Protection Obligations incurred in reliance on clause (d) of the second paragraph of Section 4.04), unless, in any case: (1) Subsidiaries unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this the Indenture providing for a guarantee Subsidiary Guarantee of the payment of the Notes by such Restricted Subsidiary; andprovided that this paragraph shall not be applicable to: (2i) (a) if any such assumption, guarantee or other liability Guarantee of such any Restricted Subsidiary is provided in respect of Senior Indebtedness, that existed at the guarantee or other instrument provided by time such Restricted Subsidiary in respect of such Senior Indebtedness may be superior to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture and (b) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture. (b) Solgar Holdings, Inc., Solgar, Inc. and Solgar Mexico Holdings, LLC shall guarantee the Notes as promptly as practicable after such time that the Company would not be required to file separate financial statements for Solgar Holdings, Inc. with the SEC pursuant to Rule 3-10, paragraph G of Regulation S-X as promulgated by the SEC, if the Company was filing a registration statement at such time. (c) Notwithstanding the provisions of paragraph (a), any such Note Guarantee by Person became a Restricted Subsidiary of the Notes shall be automatically and unconditionally released and dischargedwas not incurred in connection with, without any further action required on the part of the Trustee or any Holderin contemplation of, upon:such Person becoming a Restricted Subsidiary; (1ii) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness any Guarantee arising under or in connection with which such Note Guarantee was executed and delivered pursuant to the preceding paragraphperformance bonds, provided that no Default indemnity bonds, surety bonds or Event letters of Default is then outstanding; (2) any sale credit or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company’s Equity Interests in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Equity Interests or assets is otherwise in compliance with the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed; (3) so long as no Default or Event of Default is then in existence both before and after giving effect to such release, such Restricted Subsidiary simultaneously not being an obligor with respect to any Indebtedness outstanding under the first paragraph of Section 4.04 or clause (a), (b) or (o) of the second paragraph thereofbankers' acceptances; or (4) the designation of a Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture.

Guarantees by Restricted Subsidiaries. (a) The Company shall If, after the Issue Date, (i) any Domestic Restricted Subsidiary that is not permit any of its domestic Restricted Subsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, to assume, guarantee or in any other manner become liable with respect to already a Subsidiary Guarantor incurs any Indebtedness in excess of the Company a De Minimis Amount, or issues any other preferred stock or (ii) any Domestic Restricted Subsidiary of the Company (other than: (1) Permitted that is not already a Subsidiary Guarantor incurs any Indebtedness of a Restricted Subsidiary of the Company; (2) Indebtedness under Currency Agreements incurred in reliance on clause (f) of the second paragraph of Section 4.04; or (3) Interest Rate Protection Obligations incurred in reliance on clause (d) of the second paragraph of Section 4.04), unless, in any case: (1) such Restricted Subsidiary executes and delivers a supplemental indenture to this Indenture providing a guarantee of payment of the Notes by such Restricted Subsidiary; and (2) (a) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided whatsoever in respect of obligations under the Senior IndebtednessCredit Agreement, then such Subsidiary (referred to in clause (i) or (ii) of this Section 4.10(a)) shall become a Subsidiary Guarantor by executing and delivering a supplemental indenture, in the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Indebtedness may be superior form attached hereto as Exhibit B, to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders trustee within 30 days of the Notes than those contained date on which it incurred such Indebtedness or issued such preferred stock (in each case, referred to in clause (i) or (ii) of this Indenture and (b) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this IndentureSection 4.10(a)). (b) Solgar Holdings, Inc., Solgar, Inc. and Solgar Mexico Holdings, LLC The Subsidiary Guarantee of a Subsidiary Guarantor shall guarantee be released upon request of the Notes as promptly as practicable after Subsidiary Guarantor at such time that as such Subsidiary Guarantor is not liable for any Indebtedness and has no preferred stock outstanding, as long as at the Company would not be required to file separate financial statements for Solgar Holdings, Inc. with the SEC pursuant to Rule 3-10, paragraph G of Regulation S-X as promulgated by the SEC, if the Company was filing a registration statement at such time. (c) Notwithstanding the provisions of paragraph (a), any such Note Guarantee by a Restricted Subsidiary of the Notes shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (1) the unconditional release time of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Note Guarantee was executed and delivered pursuant to the preceding paragraphrelease, provided that (i) no Default or Event of Default has occurred and is then outstanding; continuing, (2ii) any sale or other disposition (by merger or otherwise) the Subsidiary Guarantor is not an obligor party to any Person undrawn Credit Facility or any Credit Facility under which is not a Restricted Subsidiary letters of the Company of all of the Company’s Equity Interests in, credit are outstanding or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Equity Interests or assets is otherwise in compliance with any instrument governing the terms of this Indenture undrawn Indebtedness or any Guarantee thereof and (biii) such assumption, guarantee or other liability of such Restricted the Subsidiary Guarantor has not been released by the holders of the other Indebtedness so guaranteed; (3) so long as no Default or Event of Default is then in existence both before and after giving effect to such release, such Restricted Subsidiary simultaneously not being an obligor with respect to liable under any Indebtedness outstanding under whatsoever during the first paragraph of Section 4.04 or clause (a), (b) or (o) of the second paragraph thereof; or (4) the designation of a Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indentureimmediately preceding 181 consecutive days.

Guarantees by Restricted Subsidiaries. The Company (a) The Company shall will not permit any of its domestic Wholly Owned Domestic Subsidiaries that are Restricted SubsidiariesSubsidiaries (and non-Wholly Owned Domestic Subsidiaries if such non-Wholly Owned Domestic Subsidiaries guarantee, directly or indirectlyare a co-issuer of, by way of the pledge of any intercompany note other capital markets debt securities, or otherwiseother Material Debt, to assume, guarantee or in any other manner become liable with respect to any Indebtedness of the Company or any Restricted Subsidiary or guarantee all or a portion of, or are a co-borrower under, any New Credit Facility), other than a Guarantor, to (i) Guarantee the payment of any Debt of the Company or any Guarantor or (ii) Incur any Debt under any syndicated loan facility or capital markets debt or Incur any Material Debt and (b) will not permit any other Restricted Subsidiary to Guarantee the payment of any Debt under any syndicated loan facility or capital markets debt or Guarantee the Company (other than: (1) Permitted Indebtedness payment of a Restricted Subsidiary of the Company; (2) Indebtedness under Currency Agreements incurred in reliance on clause (f) of the second paragraph of Section 4.04; or (3) Interest Rate Protection Obligations incurred in reliance on clause (d) of the second paragraph of Section 4.04), unlessany Material Debt, in any each case: (1) , unless such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture providing for a guarantee of payment of the Notes Note Guarantee by such Restricted Subsidiary; and (2) (a) if any such assumption, guarantee or other liability of such . A Restricted Subsidiary is provided required to provide a Note Guarantee shall execute a supplemental Indenture in respect the form of Senior IndebtednessExhibit B, the guarantee or other instrument provided by such Restricted Subsidiary in respect and deliver an Opinion of such Senior Indebtedness may be superior Counsel to the Note Guarantee pursuant to subordination provisions no less favorable Trustee to the Holders of the Notes than those contained in this Indenture and (b) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness that is expressly subordinated to the Notes, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such subordinated Indebtedness shall be subordinated to the Note Guarantee pursuant to subordination provisions no less favorable to the Holders of the Notes than those contained in this Indenture. (b) Solgar Holdings, Inc., Solgar, Inc. and Solgar Mexico Holdings, LLC shall guarantee the Notes as promptly as practicable after such time effect that the Company would not be required to file separate financial statements for Solgar Holdingssupplemental Indenture has been duly authorized, Inc. with the SEC pursuant to Rule 3-10, paragraph G of Regulation S-X as promulgated by the SEC, if the Company was filing a registration statement at such time. (c) Notwithstanding the provisions of paragraph (a), any such Note Guarantee by a Restricted Subsidiary of the Notes shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: (1) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness in connection with which such Note Guarantee was executed and delivered pursuant to by the preceding paragraph, provided that no Default or Event of Default is then outstanding; (2) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary and constitutes a valid and binding obligation of the Company of all of the Company’s Equity Interests in, or all or substantially all of the assets of, such Restricted Subsidiary; provided that (a) such sale or disposition of such Equity Interests or assets is otherwise in compliance with , enforceable against the terms of this Indenture and (b) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness so guaranteed; (3) so long as no Default or Event of Default is then in existence both before and after giving effect to such release, such Restricted Subsidiary simultaneously not being an obligor with respect to any Indebtedness outstanding under the first paragraph of Section 4.04 or clause (a), (b) or (o) of the second paragraph thereof; or (4) the designation of a Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indentureits terms (subject to customary exceptions).

Guarantees by Restricted Subsidiaries. (a) The Company shall Issuer will not permit any of its domestic Restricted Subsidiaries, directly or indirectly, by way of the pledge of any intercompany note or otherwise, otherwise to assume, guarantee or in any other manner become liable with respect to any Indebtedness Debt of the Company Issuer or any other Restricted Subsidiary of the Company (other than: (1) Permitted Indebtedness of than any guarantee by a Foreign Restricted Subsidiary of the Company; (2Debt of another Foreign Restricted Subsidiary permitted under Section 4.12) Indebtedness under Currency Agreements incurred in reliance on clause (f) of the second paragraph of Section 4.04; or (3) Interest Rate Protection Obligations incurred in reliance on clause (d) of the second paragraph of Section 4.04), unless, in any case: such case (1i) such Restricted Subsidiary Subsidiary, if it is not a Guarantor, executes and delivers a supplemental indenture to this Indenture Indenture, providing a guarantee of payment of the Notes by such Restricted Subsidiary; and Guarantee and (2ii) (aA) if any such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Senior IndebtednessDebt or Guarantor Senior Debt, the guarantee or other instrument provided by such Restricted Subsidiary in respect of such Senior Indebtedness Debt or Guarantor Senior Debt may be superior to the Note Guarantee pursuant to subordination provisions no less favorable in any material respect to the Holders of the Notes than those contained in this Indenture and (bB) if such assumption, guarantee or other liability of such Restricted Subsidiary is provided in respect of Indebtedness Debt that is expressly subordinated to the NotesSecurities, the guarantee or other instrument provided by such Restricted Subsidiary in respect of to such subordinated Indebtedness Debt shall be subordinated to the Note Guarantee pursuant to subordination provisions no less favorable in any material respect to the Holders of the Notes than those contained in this Indenture. (b) Solgar Holdings, Inc., Solgar, Inc. and Solgar Mexico Holdings, LLC shall guarantee the Notes as promptly as practicable after such time that the Company would not be required to file separate financial statements for Solgar Holdings, Inc. with the SEC pursuant to Rule 3-10, paragraph G of Regulation S-X as promulgated by the SEC, if the Company was filing a registration statement at such time. (c) Notwithstanding the provisions of paragraph (aSection 4.18(a), any such Note Guarantee by a Restricted Subsidiary of the Notes Securities pursuant to Section 4.18(a) shall provide by its terms that it shall be automatically and unconditionally released and discharged, without any further action required on the part of the Trustee or any Holder, upon: : (1i) the unconditional release of such Restricted Subsidiary from its liability in respect of the Indebtedness Debt in connection with which such Note Guarantee was executed and delivered pursuant to Section 4.18(a) (including any Debt in respect of the preceding paragraph, provided that no Default Senior Credit Facility); or Event of Default is then outstanding; (2ii) any sale or other disposition (by merger or otherwise) to any Person which is not a Restricted Subsidiary of the Company Issuer of all of the Company’s Equity Interests Issuer's Capital Stock in, or all or substantially all of the assets of, such Restricted Subsidiary or the parent of such Restricted Subsidiary; provided that (aA) such sale or disposition of such Equity Interests Capital Stock or assets is otherwise in compliance with the terms of this Indenture and (bB) such assumption, guarantee or other liability of such Restricted Subsidiary has been released by the holders of the other Indebtedness Debt so guaranteed; (3) so long as no Default or Event of Default is then in existence both before and after giving effect to such release, such Restricted Subsidiary simultaneously not being an obligor with respect to any Indebtedness outstanding under the first paragraph of Section 4.04 or clause (a), (b) ; or (oiii) of the second paragraph thereof; or (4) the designation of a Restricted Subsidiary that is a such Guarantor as becoming an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture.