Common use of Release of a Guarantor Clause in Contracts

Release of a Guarantor. In the event of a sale or other transfer or disposition 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, or in the event all or substantially all the assets or Capital Interests of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, then such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged of any obligations under its Note Guarantee in support thereof, without any further action on the part of the Trustee or any Holder. At the request of the Company, such release and discharge or any other release of a Note Guarantee shall be evidenced by a supplemental indenture executed by the Company and the Trustee. In addition, the Note Guarantee of a Guarantor will be released automatically: (1) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (2) upon the discharge of the Notes in accordance with this Indenture or upon Covenant Defeasance or Legal Defeasance of the Notes pursuant to this Indenture; or (3) upon the release, termination or satisfaction of all Debt of such Guarantor that would give rise to an obligation of the Company to cause such Guarantor to guarantee the Notes as more particularly described in Section 4.15 hereof.

Release of a Guarantor. In the event of a sale or other transfer or disposition of all of the Capital Interests in any (a) Any Guarantor to any Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, or in the event all or substantially all the assets or Capital Interests of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, then such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged relieved of any obligations under its Note Guarantee hereunder, (i) in support thereof, without connection with any further action on the part sale of all of the Trustee assets, or any Holder. At all of the request Capital Stock, of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company, such release and discharge or any other release of a Note Guarantee shall be evidenced by a supplemental indenture executed by if the Company and the Trustee. In addition, the Note Guarantee of a Guarantor will be released automatically: sale complies with Section 4.10 hereof; (1ii) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (2iii) upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of the Notes in accordance with this Indenture or upon Covenant Defeasance or Legal Defeasance of the Notes pursuant to as permitted under this Indenture; or or (3iv) upon the release, substantially concurrent release or termination (other than a termination or satisfaction release resulting from the payment thereon) of all Debt such Guarantor’s Note Guarantee of the applicable Triggering Indebtedness. (b) Upon delivery by the Company to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a Guarantor under this Section 10.05 have been met, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor that would give rise to an obligation from its obligations under its Note Guarantee. (c) Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of the Company to cause such Guarantor to guarantee principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as more particularly described provided in Section 4.15 hereofthis Article Ten.

Release of a Guarantor. In A Guarantor will be released from its Guarantee, the event of a sale or other transfer or disposition of all of Intercreditor Agreement and 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, or in the event all or substantially all the assets or Capital Interests of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, then such Guarantor Collateral Agreements (or the Person concurrently acquiring such assets of such Guarantorand may subsequently dissolve) shall be deemed automatically and unconditionally released and discharged of any obligations under its Note Guarantee in support thereof, without any further action required on the part of the Trustee or any Holder. At the request of the Company, such release and discharge or any other release of a Note Guarantee shall be evidenced by a supplemental indenture executed by the Company and the Trustee. In addition, the Note Guarantee of a Guarantor will be released automatically: (1) if (a) all of the Capital Stock issued by such Guarantor or all or substantially all of the assets of such Guarantor are sold or otherwise disposed of (including by way of merger or consolidation and, in the case of a sale of Capital Stock, whether directly by transfer of Capital Stock issued by that Guarantor or indirectly by transfer of Capital Stock of other Subsidiaries that, directly or indirectly, own Capital Stock issued by such Guarantor) to a Person other than the Company or any of its Domestic Restricted Subsidiaries or (b) such Guarantor ceases to be a Restricted Subsidiary, and the Company otherwise complies, to the extent applicable, with the covenant described below under Section 4.15, or (2) if the Company designates any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (2) upon the discharge of the Notes in accordance with this Indenture or upon Covenant Defeasance or Legal Defeasance of the Notes pursuant to this Indenture; definition thereof, or (3) upon the release, termination or satisfaction of all Debt of such Guarantor that would give rise to an obligation of if the Company to cause such Guarantor to guarantee the Notes exercises its Legal Defeasance option or its Covenant Defeasance option as more particularly described in Section 4.15 hereof8.01, or (4) upon satisfaction and discharge of this Indenture or payment in full of the principal of, premium, if any, accrued and unpaid interest on the Notes and all other Obligations that are then due and payable. The Trustee shall promptly deliver, at the Company’s expense, an appropriate instrument evidencing such release upon receipt of a request by the Company accompanied by an Officers’ Certificate certifying as to the compliance with this Section 10.02. Any Guarantor not so released remains liable for the full amount of its Guarantee as provided in this Article Ten.

Release of a Guarantor. In the event The Guarantee of a sale Guarantor will be automatically released upon: (a) at such time as such Guarantor is no longer a guarantor or other transfer or disposition obligor of all of the Capital Interests in any Guarantor to any Person that is not an Affiliate (i) Credit Facility of the Company or any Guarantor with an aggregate principal amount of $100 million or more (including the Credit Agreement) (unless such Guarantor is released from its obligations in compliance respect of such Credit Facility in connection with a simultaneous release of its Guarantee of the Notes) or (ii) Material Capital Markets Debt of the Company or any Guarantor (unless such Guarantor is released from its obligations in respect of such Material Capital Markets Debt in connection with the terms payment in full of this Indenturesuch Material Capital Markets Debt); (b) the sale, issuance or in other disposition of Capital Stock of such Guarantor (including by way of merger or consolidation), such that it is no longer a Subsidiary or the event sale of all or substantially all the of its assets or Capital Interests of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate (either before or after giving effect to such transaction) the Company or a Subsidiary, so long as the sale or other disposition does not violate any provisions of Article Five herein required to be performed at the time of such transaction; (c) the release or discharge of the Company in compliance with the terms of this Indenture, then indebtedness that would have required such Guarantor to provide a Guarantee pursuant to Section 4.11 herein other than a release or discharge in connection with enforcement; (d) the Company exercising its legal defeasance option or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged of any its covenant defeasance option as described under Section 8.02 herein or if its obligations under its Note Guarantee in support thereof, without any further action on the part of the Trustee or any Holder. At the request of the Company, such release and discharge or any other release of a Note Guarantee shall be evidenced by a supplemental indenture executed by the Company and the Trustee. In addition, the Note Guarantee of a Guarantor will be released automatically: (1) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary this Indenture are discharged in accordance with the applicable provisions terms of this Indenture; or (2e) upon in connection with the discharge of the Notes in accordance with this Indenture dissolution or upon Covenant Defeasance or Legal Defeasance of the Notes pursuant to this Indenture; or (3) upon the release, termination or satisfaction of all Debt liquidation of such Guarantor that would give rise to an obligation of the Company to cause such Guarantor to guarantee the Notes as more particularly described in Section 4.15 hereof.Guarantor; and

Release of a Guarantor. In the event of a sale or other transfer or disposition 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, or in the event all or substantially all the assets or Capital Interests of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, then such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged of any obligations under its Note Guarantee in support thereof, as evidenced by a supplemental indenture executed by the Company, the Guarantors and the Trustee, without any further action on the part of the Trustee or any Holder. At the request of the Company, such release and discharge or any other release of a Note Guarantee shall be evidenced by a supplemental indenture executed by the Company and the Trustee. In addition, the Note Guarantee of a Guarantor will be released automaticallyreleased: (1) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (2) upon the discharge of the Notes in accordance with this Indenture or upon Covenant Defeasance or Legal Defeasance of the Notes pursuant to this Indenture; or (3) upon the release, termination or satisfaction of all Debt of such Guarantor that would give rise to an obligation of the Company to cause such Guarantor to guarantee the Notes as more particularly described in Section 4.15 hereof.

Release of a Guarantor. In the event of a sale or other transfer or disposition of all of the Capital Interests in any A Guarantor to any Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, or in the event all or substantially all the assets or Capital Interests of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, then such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall will be deemed automatically and unconditionally released from its Guarantee (and discharged of any obligations under its Note Guarantee in support thereof, may subsequently dissolve) without any further action required on the part of the Trustee or any Holder. At the request of the Company, such release and discharge or any other release of a Note Guarantee shall be evidenced by a supplemental indenture executed by the Company and the Trustee. In addition, the Note Guarantee of a Guarantor will be released automatically: (1) if (a) all of the Capital Stock issued by such Guarantor or all or substantially all of the assets of such Guarantor are sold or otherwise disposed of (including by way of merger or consolidation and, in the case of a sale of Capital Stock, whether directly by transfer of Capital Stock issued by that Guarantor or indirectly by transfer of Capital Stock of other Subsidiaries that, directly or indirectly, own Capital Stock issued by such Guarantor) to a Person other than the Company or any of its Domestic Restricted Subsidiaries or (b) such Guarantor ceases to be a Restricted Subsidiary, and the Company otherwise complies, to the extent applicable, with Section 4.11; (2) if the Company designates any Restricted Subsidiary that is a such Guarantor as an Unrestricted Subsidiary in accordance with Section 4.09; (3) if the applicable provisions of this IndentureCompany exercises its legal defeasance option or its covenant defeasance option as described below under Section 8.01; or (24) upon the satisfaction and discharge of the Notes in accordance with this Indenture or upon Covenant Defeasance or Legal Defeasance of the Notes pursuant to this Indenture; or (3) upon the release, termination or satisfaction of all Debt of such Guarantor that would give rise to an obligation of the Company to cause such Guarantor to guarantee the Notes as more particularly described in Section 4.15 hereof8.02 or payment in full in cash of the principal of, and premium, if any, accrued and unpaid interest and Additional Interest, if any, on, the Notes and all other Obligations that are then due and payable. At the Company’s request and expense, the Trustee will execute and deliver an instrument evidencing such release. A Guarantor may also be released from its obligations under its Guarantee in connection with a permitted amendment of this Indenture. Any Guarantor not so released remains liable for the full amount of its Guarantee as provided in this Article Ten.

Release of a Guarantor. In the event (a) Without prejudice to Section 4.03, any Guarantor shall be automatically released and relieved of a any obligations under its Guarantee, (i) in connection with any sale or other transfer or disposition of all of the Capital Interests in any Guarantor to any Person that is not an Affiliate capital stock of the Company in compliance with the terms of this Indenturesuch Guarantor, or in the event all or substantially all the assets or Capital Interests of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwisesuch Guarantor’s assets, to a Person that is not an Affiliate (either before or after giving effect to such transaction) the Company or a Domestic Subsidiary of the Company in compliance with required to deliver a Guarantee under Section 4.03; (ii) upon Legal Defeasance or Covenant Defeasance (as defined below) as permitted under the terms Indenture; or (iii) upon release or discharge of this Indenture, then all guarantees by such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged of any obligations under its Note Guarantee in support thereof, without any further action on the part of the Trustee or any Holder. At the request all other indebtedness of the Company, such release and except a discharge or release by or as a result of payment under such guarantees of other indebtedness of the Company. Notwithstanding the foregoing, the Company shall not, directly or indirectly, sell or make any other disposition of all of the capital stock of any Guarantor or of all or substantially all of any Guarantor’s assets to a Person that is not a Domestic Subsidiary solely for the purpose of causing such Guarantor to be released from its Guarantee. (b) Upon delivery by the Company to the Trustee of an Officer’s Certificate to the effect that one of the foregoing requirements has been satisfied and the conditions to the release of a Note Guarantee shall be evidenced by a supplemental indenture executed by the Company and the Trustee. In additionGuarantor under this Section 7.05 have been met, the Note Guarantee of a Guarantor will be released automatically: (1) if Trustee shall execute any documents reasonably required in order to evidence the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (2) upon the discharge of the Notes in accordance with this Indenture or upon Covenant Defeasance or Legal Defeasance of the Notes pursuant to this Indenture; or (3) upon the release, termination or satisfaction of all Debt release of such Guarantor that would give rise to an obligation 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, premium, if any, and interest on the Company to cause such Guarantor to guarantee the Notes Securities as more particularly described provided in Section 4.15 hereofthis Article 7.

Release of a Guarantor. In Upon (i) the event unconditional release of a Guarantor from its liability in respect of the Indebtedness in connection with which such Guarantee was executed and delivered in accordance with the first paragraph of Section 4.16, (ii) any sale or other transfer disposition (by merger or disposition otherwise) to any Person which is not a Restricted Subsidiary of the Company of all of the Company’s Capital Interests in any Guarantor to any Person that is not an Affiliate Stock in, or all or substantially all of the Company assets of, a Guarantor; provided that (a) such sale or disposition of such Capital Stock or assets is otherwise in compliance with the terms of this IndentureIndenture and (b) such assumption, guarantee or in other liability of such Guarantor has been released by the event all or substantially all holders of the assets or Capital Interests of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate other Indebtedness of the Company in compliance with so guaranteed, (iii) the terms Legal Defeasance of this Indenturethe Notes as described under Section 8.2, then or (iv) a Guarantor being designated as an Unrestricted Subsidiary as described under the definition of “Unrestricted Subsidiary,” such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged of any from all obligations under its Note Guarantee in support thereof, this Article X without any further action required on the part of the Trustee or any Holder. At ; provided that any such termination shall occur only to the request extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, such Indebtedness of the CompanyCompany shall also terminate upon such release, sale or transfer. The Trustee shall promptly deliver an appropriate instrument evidencing such release and discharge or any other release upon receipt of a Note Guarantee shall be evidenced by a supplemental indenture executed request by the Company and accompanied by an Officers’ Certificate certifying as to the Trustee. In addition, the Note Guarantee of a Guarantor will be released automatically: (1) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (2) upon the discharge of the Notes in accordance compliance with this Indenture or upon Covenant Defeasance or Legal Defeasance Section 10.3. Any Guarantor not so released remains liable for the full amount of the Notes pursuant to this Indenture; or (3) upon the release, termination or satisfaction principal of all Debt of such Guarantor that would give rise to an obligation of the Company to cause such Guarantor to guarantee and interest on the Notes as more particularly described provided in Section 4.15 hereof.this Article X.

Release of a Guarantor. In Notwithstanding the event of a sale or other transfer or disposition 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 Indentureforegoing, or in the event all or substantially all the assets or Capital Interests of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, then such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall will be deemed automatically and unconditionally released and discharged of any obligations under from its Note Guarantee in support thereof, and the Collateral Documents without any further action required on the part of the Trustee or any Holder. At : (a) in connection with any sale or other disposition of all or substantially all of the request assets of that Guarantor (including by way of merger, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, such release and discharge if the sale or other disposition complies with the applicable provisions of this Indenture; (b) in connection with any sale or other release disposition of all of the Capital Stock of a Note Guarantee shall be evidenced by a supplemental indenture executed Guarantor by the Company and or a Restricted Subsidiary of the Trustee. In additionCompany to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the Note Guarantee sale or other disposition complies with the applicable provisions of a Guarantor will be released automatically:this Indenture; (1c) if the Company designates any Restricted Subsidiary that is a Guarantor as to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; (d) if the Company exercises its Legal Defeasance option or its Covenant Defeasance option as described in Section 8.01; or (2e) upon the satisfaction and discharge of the Notes in accordance with this Indenture or upon Covenant Defeasance or Legal Defeasance payment in full of the principal and premium, if any, and accrued and unpaid interest on the Notes pursuant and all other Note Obligations that are then due and payable. The Trustee or the Collateral Agent, as applicable, shall promptly deliver an instrument evidencing such release in form reasonably satisfactory to this Indenture; or (3) the Trustee or the Collateral Agent, as applicable, upon the release, termination or satisfaction receipt of all Debt of such Guarantor that would give rise to an obligation of a request by the Company accompanied by an Officers’ Certificate certifying as to cause such the compliance with this Section 10.02. Any Guarantor to guarantee not so released remains liable for the Notes full amount of its Note Guarantee as more particularly described provided in Section 4.15 hereofthis Article Ten.

Release of a Guarantor. In the event The Note Guarantee of a Guarantor and its obligations under the Note Documents shall be automatically and unconditionally released: (a) in connection with any sale or other transfer or disposition 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, or in the event all or substantially all of the assets or Capital Interests of a that Guarantor are sold or otherwise transferred, (including by way of merger, consolidation consolidation, amalgamation or otherwise, ) to a Person that is not an Affiliate of (either before or after giving effect to such transaction) the Company in compliance with the terms of this Indenture, then such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged of any obligations under its Note Guarantee in support thereof, without any further action on the part of the Trustee or any Holder. At the request a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or Section 5.1; (b) in connection with any sale, issuance or other disposition of Equity Interests of that Guarantor to a Person that is not (either before or after giving effect to such release and discharge or any other release of a Note Guarantee shall be evidenced by a supplemental indenture executed by transaction) the Company or a Restricted Subsidiary of the Company, if the sale, issuance or other disposition does not violate Section 4.10 and the Trustee. In additionGuarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale, the Note Guarantee of a Guarantor will be released automatically:issuance or other disposition; (1c) if the Company designates any Restricted Subsidiary that is a Guarantor as to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; orIndenture; (2d) upon receipt by the discharge Trustee of an Officer’s Certificate certifying that such Guarantor has met the Notes in accordance with this Indenture or upon Covenant Defeasance or Legal Defeasance definition of the Notes pursuant to this Indenture; oran Excluded Subsidiary; (3e) upon the release, discharge or termination of the guarantee by, or satisfaction direct obligations of, such Guarantor under the ABL Credit Facility, the Existing Notes and all other Debt for borrowed money in a principal amount in excess of all Debt $25.0 million (if any), other than a release, discharge or termination by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligations; (f) upon the release of such Guarantor that would give rise to an obligation from its Note Guarantee with the consent of the Company to cause Holders of the requisite percentage of Notes in accordance with Article IX; or (g) upon legal defeasance, covenant defeasance or Discharge of this Indenture under Article VIII. Upon any release of a Guarantor from its Note Guarantee, such Guarantor shall also be automatically and unconditionally released from its obligations under the Security Documents. At the Company’s request and expense, the Trustee shall execute and deliver any instrument evidencing the release of any Guarantor from its obligations under its Note Guarantee pursuant to guarantee the Notes as more particularly described in this Section 4.15 hereof11.6.

Release of a Guarantor. In the event of A Guarantee by a sale or other transfer or disposition of all Guarantor of the Capital Interests in any Notes shall be automatically and unconditionally released and discharged upon: (1) (a) such Guarantor ceasing to any Person that is not an Affiliate constitute a Restricted Subsidiary of the Company in compliance with the terms of this Indenture, whether upon a sale, exchange, transfer or disposition of Capital Stock in such Guarantor (including by way of merger or consolidation) or the event designation of such Guarantor as an Unrestricted Subsidiary, or (b) the sale or disposition in compliance with this Indenture of all or substantially all of the assets of such Guarantor; (2) such Guarantor ceasing to be a guarantor under the U.S. Credit Facilities, except a discharge or Capital Interests release by or as a result of a Guarantor are sold payment under such guarantee; (3) the exercise of the legal defeasance option or otherwise transferred, by way of merger, consolidation the covenant defeasance option under Section 8.02 or otherwise, to a Person that is not an Affiliate if the obligations of the Company under this Indenture are otherwise discharged in compliance accordance with the terms of this Indenture, then such Guarantor ; or (or the Person concurrently acquiring such assets of such Guarantor4) shall be deemed automatically and unconditionally released and discharged of any obligations under its Note Guarantee in support thereof, without any further action on the part of the Trustee or any Holder. At the request of the Company, such a release and discharge or any other release of a Note Guarantee shall be evidenced by a supplemental indenture executed by the Company and the Trustee. In addition, the Note Guarantee of a Guarantor will be released automatically: (1) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with Article 9. Once released, the applicable provisions Company shall not be required to cause the reinstatement of this Indenture; or (2) upon any Guarantee of the discharge Notes even if one or more of the conditions required for the release is not satisfied in the future, subject to the requirements of the covenant described under Section 4.15. A Guarantee by a Guarantor of the Notes may be modified or terminated with the consent of Holders of a majority in principal amount of the Notes in accordance with this Indenture Article 9. Each Guarantor may consolidate with or merge into or sell its assets to the Company or another Guarantor without limitation, or with other Persons upon Covenant Defeasance or Legal Defeasance the terms and conditions set forth in Section 5.01 of the Notes pursuant to this Indenture; or (3) upon the release, termination or satisfaction of all Debt of such Guarantor that would give rise to an obligation of the Company to cause such Guarantor to guarantee the Notes as more particularly described in Section 4.15 hereof.

Release of a Guarantor. In the event The Note Guarantee of a Guarantor and its obligations under the Note Documents will be automatically and unconditionally released: (a) in connection with any sale or other transfer or disposition 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, or in the event all or substantially all of the assets or Capital Interests of a that Guarantor are sold or otherwise transferred, (including by way of merger, consolidation consolidation, amalgamation or otherwise, ) to a Person that is not an Affiliate (either before or after giving effect to such transaction) Tembec Inc. or a Restricted Subsidiary of Tembec Inc., if the Company sale or other disposition does not violate Section 4.10 or Section 5.1; (b) in compliance connection with any sale, issuance or other disposition of Equity Interests of that Guarantor to a Person that is not (either before or after giving effect to such transaction) Tembec Inc. or a Restricted Subsidiary of Tembec Inc., if the terms sale, issuance or other disposition does not violate Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of this Indenture, then such Guarantor (or the Person concurrently acquiring such assets Tembec Inc. as a result of such Guarantor) shall be deemed automatically and unconditionally released and discharged of any obligations under its Note Guarantee in support thereofsale, without any further action on the part of the Trustee issuance or any Holder. At the request of the Company, such release and discharge or any other release of a Note Guarantee shall be evidenced by a supplemental indenture executed by the Company and the Trustee. In addition, the Note Guarantee of a Guarantor will be released automatically:disposition; (1c) if the Company Tembec Inc. designates any Restricted Subsidiary that is a Guarantor as to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; (d) upon receipt by the Trustee of an Officer's Certificate certifying that such Guarantor has met the definition of an Immaterial Subsidiary; (e) upon the release of such Guarantor from its Note Guarantee with the consent of the Holders of the requisite percentage of Notes in accordance with Article IX; or (2f) upon the discharge legal defeasance, covenant defeasance or Discharge of the Notes in accordance with this Indenture or upon Covenant Defeasance or Legal Defeasance under Article VIII. Upon any release of a Guarantor from its Note Guarantee, such Guarantor shall also be automatically and unconditionally released from its obligations under the Notes Security Documents. At the Company's request and expense, the Trustee will execute and deliver any instrument evidencing the release of any Guarantor from its obligations under its Note Guarantee pursuant to this Indenture; or (3) upon the release, termination or satisfaction of all Debt of such Guarantor that would give rise to an obligation of the Company to cause such Guarantor to guarantee the Notes as more particularly described in Section 4.15 hereof11.6.

Release of a Guarantor. In the event The Note Guarantee of a Guarantor and its obligations under the Note Documents will be automatically and unconditionally released: (a) in connection with any sale or other transfer or disposition 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, or in the event all or substantially all of the assets or Capital Interests of a that Guarantor are sold or otherwise transferred, (including by way of merger, consolidation consolidation, amalgamation or otherwise, ) to a Person that is not an Affiliate (either before or after giving effect to such transaction) Tembec Inc. or a Restricted Subsidiary of Tembec Inc., if the Company sale or other disposition complies with Section 4.10 or Section 5.1; (b) in compliance connection with any sale, issuance or other disposition of Equity Interests of that Guarantor to a Person that is not (either before or after giving effect to such transaction) Tembec Inc. or a Restricted Subsidiary of Tembec Inc., if the terms sale, issuance or other disposition complies with Section 4.10 and the Guarantor ceases to be a Restricted Subsidiary of this Indenture, then such Guarantor (or the Person concurrently acquiring such assets Tembec Inc. as a result of such Guarantor) shall be deemed automatically and unconditionally released and discharged of any obligations under its Note Guarantee in support thereofsale, without any further action on the part of the Trustee issuance or any Holder. At the request of the Company, such release and discharge or any other release of a Note Guarantee shall be evidenced by a supplemental indenture executed by the Company and the Trustee. In addition, the Note Guarantee of a Guarantor will be released automatically:disposition; (1c) if the Company Tembec Inc. designates any Restricted Subsidiary that is a Guarantor as to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; (d) upon receipt by the Trustee of an Officers’ Certificate certifying that such Guarantor has met the definition of an Immaterial Subsidiary; (e) upon the release of such Guarantor from its Note Guarantee with the consent of the holders of the requisite percentage of Notes in accordance with Article IX; or (2f) upon the legal defeasance, covenant defeasance or discharge of the Notes in accordance with this Indenture or upon Covenant Defeasance or Legal Defeasance under Article VIII. Upon any release of a Guarantor from its Note Guarantee, such Guarantor shall also be automatically and unconditionally released from its obligations under the Notes Security Documents. At the Company’s request and expense, the Trustee will execute and deliver any instrument evidencing the release of any Guarantor from its obligations under its Note Guarantee pursuant to this Indenture; or (3) upon the release, termination or satisfaction of all Debt of such Guarantor that would give rise to an obligation of the Company to cause such Guarantor to guarantee the Notes as more particularly described in Section 4.15 hereof11.6.

Release of a Guarantor. In the event of a sale or other transfer or disposition 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, or in the event all or substantially all the assets or Capital Interests of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, then such Guarantor (or the Person concurrently acquiring such assets of such Guarantora) shall be deemed automatically and unconditionally released and discharged of any obligations under its Note Guarantee in support thereof, without any further action on the part of the Trustee or any Holder. At the request of the Company, such release and discharge or any other release of a Note Guarantee shall be evidenced by a supplemental indenture executed by the Company and the Trustee. In addition, the Note The Guarantee of a Guarantor will be released automatically: upon the sale, disposition or other transfer (1including through merger or consolidation) of all of the Capital Stock (or any sale, disposition or other transfer of Capital Stock following which the applicable Guarantor is no longer a Subsidiary), or all or substantially all the assets, of the applicable Guarantor if the Company designates any Restricted Subsidiary that such sale, disposition or other transfer is a Guarantor as an Unrestricted Subsidiary made in accordance compliance with the applicable provisions of this Indenture. The Trustee shall execute an appropriate instrument prepared by the Company evidencing the release of a Guarantor from its obligations under its Guarantee upon receipt of a request by the Company or such Guarantor accompanied by an Officers’ Certificate and an Opinion of Counsel certifying as to the compliance with this Section 11.04; orprovided, however, that the legal counsel delivering such Opinion of Counsel may rely as to matters of fact on one or more Officers’ Certificates of the Company. (2b) upon In addition, the discharge Company shall not permit any Guarantor to consolidate with or merge with or into any person (other than the Company or another Guarantor) and shall not permit the conveyance, transfer or lease of substantially all of the Notes in accordance with this Indenture assets of any Guarantor unless: (A) (1) either: (a) the Guarantor is the surviving Person; or upon Covenant Defeasance (b) the Person formed by or Legal Defeasance surviving any such consolidation or merger (if other than the Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership, trust or limited liability company organized and existing under the laws of the Notes pursuant to this Indenture; or (3) upon the releaseUnited States of America, termination or satisfaction of all Debt of such Guarantor that would give rise to an obligation any State of the Company to cause United States of America or the District of Columbia (such Guarantor to guarantee Person being herein called the Notes as more particularly described in Section 4.15 hereof.“Successor Guarantor”);

Release of a Guarantor. In the event of a sale or other transfer or disposition of all of the Capital Interests in any Guarantor (or its holding company) to any Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, or in the event all or substantially all the assets or Capital Interests of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, then such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged of any obligations under its Note Guarantee in support thereofGuarantee, without any further action on the part of the Trustee or any Holder. At the written request of the Company, such release and discharge or any other release of a Note Guarantee shall be evidenced by a supplemental indenture executed by the Company and the Trustee. In addition, the Note Guarantee of a Guarantor will be released automatically: (1) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (2) upon the discharge of the Notes in accordance with this Indenture or upon Covenant Defeasance or Legal Defeasance of the Notes pursuant to this Indenture; or (3) upon the release, termination or satisfaction of all Debt of such Guarantor that would give rise to an obligation of the Company to cause such Guarantor to guarantee the Notes as more particularly described in Section 4.15 hereof.

Release of a Guarantor. In the event of a sale or other transfer or disposition 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, or in the event all or substantially all the assets or Capital Interests of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, then such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged of any obligations under its Note Guarantee in support thereof, without any further action on the part of the Trustee or any Holder. At the written request of the Company, such release and discharge or any other release of a Note Guarantee shall be evidenced by a supplemental indenture executed by the Company and the Trustee. In addition, the Note Guarantee of a Guarantor will be released automatically: (1) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (2) upon the discharge of the Notes in accordance with this Indenture or upon Covenant Defeasance or Legal Defeasance of the Notes pursuant to this Indenture; or (3) upon the release, termination or satisfaction of all Debt of such Guarantor that would give rise to an obligation of the Company to cause such Guarantor to guarantee the Notes and the Indenture as more particularly described in Section 4.15 hereof.

Release of a Guarantor. In (a) Upon the event of a sale or other transfer or disposition of all of the Capital Interests in any Stock of a Guarantor to any Person that is not an Affiliate of the Company in compliance with the terms of this IndentureIndenture (including, or in the event all or substantially all the assets or Capital Interests of a Guarantor are sold or otherwise transferredwithout limitation, by way of mergerSection 4.8 hereof), consolidation or otherwise, to a Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, then such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged of any from all obligations under its Note Guarantee in support thereof, this Indenture without any further action required on the part of the Trustee or any Holder. At ; provided that the request Net Cash Proceeds of the Company, such release sale or other disposition are applied in accordance with Section 4.8 of this Indenture as if such sale or disposition were an Asset Sale and discharge or any other release of a Note Guarantee shall be evidenced by a supplemental indenture executed by the Company and the Trustee. In addition, the Note Guarantee of a Guarantor will be released automatically: (1) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or. The Trustee shall deliver an appropriate instrument or instruments evidencing such release upon receipt of a request of the Company accompanied by an Officers' Certificate and Opinion of Counsel certifying as to the compliance with this Section 10.5(a) and the other applicable provisions of this Indenture. (2b) Notwithstanding the foregoing, any Convertible Note Guarantee by a Restricted Subsidiary shall be automatically and unconditionally released and discharged upon the release or discharge of the Notes guarantee of Guaranteed Indebtedness which resulted in accordance with this Indenture or upon Covenant Defeasance or Legal Defeasance the creation of the Notes such Convertible Note Guarantee pursuant to this Indenture; or (3) Section 4.9 hereof, except a discharge or release by, or as a result of, payment under such guarantee. The Trustee shall deliver an appropriate instrument or instruments evidencing such release upon the release, termination or satisfaction receipt of all Debt of such Guarantor that would give rise to an obligation a request of the Company accompanied by an Officers' Certificate and Opinion of Counsel certifying as to cause such Guarantor to guarantee compliance with this Section 10.5(b) and the Notes as more particularly described in Section 4.15 hereofother applicable provisions of this Indenture.

Release of a Guarantor. In the event of a sale or other transfer or disposition of all of the Capital Interests in any Guarantor (or its holding company) to any Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, or in the event all or substantially all the assets or Capital Interests of a Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the Company in compliance with the terms of this Indenture, then such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged of any obligations under its Note Guarantee in support thereof, without any further action on the part of the Trustee or any Holder. At the written request of the Company, such release and discharge or any other release of a Note Guarantee shall be evidenced by a supplemental indenture executed by the Company and the Trustee. In addition, the Note Guarantee of a Guarantor will be released automatically: (1) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (2) upon the discharge of the Notes in accordance with this Indenture or upon Covenant Defeasance or Legal Defeasance of the Notes pursuant to this Indenture; or (3) upon the release, termination or satisfaction of all Debt of such Guarantor that would give rise to an obligation of the Company to cause such Guarantor to guarantee the Notes as more particularly described in Section 4.15 hereof.

Release of a Guarantor. In the event The Note Guarantee of a Guarantor and its obligations under the Note Documents will be automatically and unconditionally released: (a) in connection with any sale or other transfer or disposition 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, or in the event all or substantially all of the assets or Capital Interests of a that Guarantor are sold or otherwise transferred, (including by way of merger, consolidation consolidation, amalgamation or otherwise, ) to a Person that is not an Affiliate of (either before or after giving effect to such transaction) the Company in compliance with the terms of this Indenture, then such Guarantor (or the Person concurrently acquiring such assets of such Guarantor) shall be deemed automatically and unconditionally released and discharged of any obligations under its Note Guarantee in support thereof, without any further action on the part of the Trustee or any Holder. At the request a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or Section 5.1; (b) in connection with any sale, issuance or other disposition of Equity Interests of that Guarantor to a Person that is not (either before or after giving effect to such release and discharge or any other release of a Note Guarantee shall be evidenced by a supplemental indenture executed by transaction) the Company or a Restricted Subsidiary of the Company, if the sale, issuance or other disposition does not violate Section 4.10 and the Trustee. In additionGuarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale, the Note Guarantee of a Guarantor will be released automatically:issuance or other disposition; (1c) if the Company designates any Restricted Subsidiary that is a Guarantor as to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or; (2d) upon receipt by the discharge Trustee of an Officer’s Certificate certifying that such Guarantor has met the Notes in accordance with this Indenture or upon Covenant Defeasance or Legal Defeasance definition of the Notes pursuant to this Indenture; oran Excluded Subsidiary; (3e) upon the release, discharge or termination of the guarantee by, or satisfaction direct obligations of, such Guarantor under the ABL Credit Facility and all other Debt for borrowed money in a principal amount in excess of all Debt $25.0 million (if any), other than a release, discharge or termination by or as a result of payment in connection with the enforcement of remedies under such guarantee or direct obligations; (f) upon the release of such Guarantor that would give rise to an obligation from its Note Guarantee with the consent of the Company to cause Holders of the requisite percentage of Notes in accordance with Article IX; or (g) upon legal defeasance, covenant defeasance or Discharge of this Indenture under Article VIII. Upon any release of a Guarantor from its Note Guarantee, such Guarantor shall also be automatically and unconditionally released from its obligations under the Security Documents. At the Company’s request and expense, the Trustee will execute and deliver any instrument evidencing the release of any Guarantor from its obligations under its Note Guarantee pursuant to guarantee the Notes as more particularly described in this Section 4.15 hereof11.6.