Release of Note Guarantee. Upon the satisfaction and discharge of the Indenture in accordance with Article 3 of the Indenture, the Guarantor will be released and relieved of any obligations under the Note Guarantee.
Release of Note Guarantee. (a) A Note Guarantee by a Guarantor shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee is required for the release of such Guarantor’s Note Guarantee:
(i) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) 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 sale or other disposition does not violate Section 4.10 of the Indenture;
(ii) in connection with any sale or other disposition of all of the Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) Sunshine or a Restricted Subsidiary of Sunshine, if the sale or other disposition does not violate Section 5.01 of the Indenture;
(iii) if the Company designates such Guarantor as an Unrestricted Subsidiary in accordance with Section 4.18 of the Indenture;
(iv) if the Company exercises its legal defeasance option or covenant defeasance pursuant to Section 8.01 of the Indenture; or
(v) if such Guarantor is released and discharged from all of its Indebtedness under the Credit Agreement and all of its guarantees of any Indebtedness outstanding under the Credit Agreement and all obligations under any of the Company’s other Indebtedness or any Indebtedness of the Guarantors; such Guarantor delivering to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in the Indenture relating to such transaction have been complied with in all material respects.
(b) At the request and at the expense of the Company, the Trustee shall execute and deliver any instrument evidencing such release.
Release of Note Guarantee. The Note Guarantee of a Guarantor will terminate upon:
(1) a sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of consolidation or merger) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition is permitted by this Indenture;
(2) a sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition is permitted by this Indenture and as a result of such transaction the Guarantor no longer qualifies as a Subsidiary of the Company;
(3) if the Note Guarantee was required pursuant to the terms of this Indenture, the cessation of the circumstances requiring the Note Guarantee;
(4) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary;
(5) the liquidation or dissolution of such Guarantor provided no Default or Event of Default has occurred or is continuing; or
(6) defeasance or discharge of the Notes, as provided in Article 8. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guarantee.
Release of Note Guarantee. The Note Guarantee of a Guarantor will terminate, and the Note Guarantee will be automatically and unconditionally released and discharged, upon:
(a) a sale or other disposition (including by way of consolidation or merger) of Capital Stock of the Guarantor following which such Guarantor ceases to be a Subsidiary of the Issuer or the sale or disposition of all or substantially all the Property of the Guarantor (in each case other than to the Issuer or a Restricted Subsidiary) otherwise permitted by this Indenture,
(b) the release or discharge of such Guarantor’s obligations under the Credit Agreement other than a release or discharge through payment thereon,
(c) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary,
(d) such Guarantor ceases to be a Restricted Subsidiary and such Guarantor is not otherwise required to provide a Guarantee of the Notes pursuant to the provisions set forth in Section 4.14 or
(e) defeasance or discharge of the Indenture, as provided in Article 8. Upon delivery by the Issuer to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably required in order to evidence the release of the Guarantor from its obligations under its Note Guarantee.
Release of Note Guarantee. (a) The Note Guarantee shall be automatically and unconditionally released (and thereupon shall terminate and be discharged and be of no further force and effect) upon:
(i) the Company exercising its legal defeasance or covenant defeasance option with respect to the 2021 Notes pursuant to Article XIII of the Indenture or the satisfaction and discharge of the obligations of the Company with respect to the 2021 Notes pursuant to Article IV of the Indenture, in each case, in compliance with the terms of this Supplemental Indenture and the Indenture; and
(ii) the Company delivering to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Supplemental Indenture and the Indenture relating to such release have been complied with.
(b) For the avoidance of doubt, (other than as expressly provided in the Indenture) nothing in this Supplemental Indenture shall prevent the Guarantor from merging with and into the Company, or the Company from merging with and into the Guarantor, and in such event the Note Guarantee shall terminate and the surviving entity shall remain the primary obligor under the 2021 Notes, the Indenture and this Supplemental Indenture.
Release of Note Guarantee. A Note Guarantee by the Guarantor will be automatically and unconditionally released upon the discharge of this Indenture in accordance with Section 11.1 and satisfaction in full of the obligations of the Issuer hereunder.
Release of Note Guarantee. Each Note Guarantee is a continuing guarantee and shall remain in full force and effect, except as otherwise provided herein, until payment in full of all principal of or interest on the Securities, and all other Obligations then due and payable, or in the case of a Subsidiary Guarantor, upon the earlier release or termination of its Guarantees of the Bank Indebtedness, or upon such Subsidiary Guarantor no longer being a Restricted Subsidiary.
Release of Note Guarantee. The Note Guarantee of the Guarantor shall automatically be released:
(a) upon the full and final payment of the Notes;
(b) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Notes, the Note Guarantee and this Indenture as provided under Article Eight; or
(c) as described under Article Nine; provided that, in each case, the Guarantor has delivered to the Trustee an Officer’s Certificate stating that all conditions precedent provided for in this Indenture relating to such release have been complied with. The Trustee shall execute such documents reasonably requested of it by the Issuer, to effectuate a release of a Note Guarantee permitted hereunder, which documents shall be prepared and delivered to the Trustee by the Issuer. Each of the releases set forth above (other than clause (c), if required) shall be effected by the Trustee without the consent of the Holders and will not require any other action or consent on the part of the Trustee.
Release of Note Guarantee. Notwithstanding the provisions of Section 15.01 of this Indenture, a Guarantor shall be automatically and unconditionally released from its obligations under this Indenture, including its Note Guarantee:
(a) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default occur as a result thereof;
(b) to the extent provided in Section 10.04 hereof; or
(c) upon the Issuer’s exercise of its legal defeasance option or its covenant defeasance option as described in Article XII of this Indenture or if the Issuer’s obligations under this Indenture are discharged in accordance with the terms of this Indenture. Upon any such occurrence specified in this Section 15.02, at the Issuer’s request, and upon delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel, each in a form reasonably acceptable to Trustee and each stating that all conditions precedent under this Indenture relating to such release have been complied with, the Trustee shall execute any documents reasonably requested by the Issuer evidencing such release. A Person that has been released pursuant to this Section 15.03 shall cease to be a Guarantor for all purposes under this Indenture from and after the date of such release.
Release of Note Guarantee. The Note Guarantee of a Guarantor will terminate upon satisfaction and discharge of this Indenture in accordance with the terms hereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested by such Guarantor in order to evidence the release of the Guarantor from its obligations under its Note Guarantee.
