Common use of Release of Note Guarantee Clause in Contracts

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. (a) A The Note Guarantee by of 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 Guaranteewill terminate upon: (i1) in connection with any a sale, distribution, transfer or other disposition (including by way of consolidation or merger) of the Capital Stock of a Guarantor or the sale or other disposition of all or substantially all of the assets of that a Guarantor (including by way of merger or consolidation) to a Person that is not (in each case, other than, either before or after giving effect to such the transaction) , to the Company Issuer or a Restricted Subsidiary of Subsidiary) in compliance with or in a manner not prohibited by the Company, if the sale or other disposition does not violate Section 4.10 of the applicable provisions by this Indenture; (ii2) the release or discharge of such other guarantee or direct obligation that resulted in connection with any sale the creation of such Note Guarantee, except a discharge or other disposition release by or as a result of all of the Capital Stock of payment under such guarantee or direct obligation (it being understood that Guarantor a release subject to a Person contingent reinstatement will constitute a release for the purposes of this provision, and that if any such guarantee is not (either before or after giving effect so reinstated, such Note Guarantee shall also be reinstated to the extent that such transaction) Sunshine or Guarantor would then be required to provide a Restricted Subsidiary of Sunshine, if the sale or other disposition does not violate Guarantee pursuant to Section 5.01 of the Indenture4.10); (iii3) if the Company designates such designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary in accordance with Section 4.18 of the IndentureSubsidiary; (iv4) if the Company exercises its legal defeasance option or covenant defeasance pursuant to Section 8.01 occurrence of the Indenturea Covenant Suspension Event; (5) as described under Article 9; or (v6) if defeasance or discharge of the Notes, as provided in Article 8. Notwithstanding clause (4) above, if, after any Covenant Suspension Event, a Reversion Date shall occur, then the Suspension Period with respect to such Guarantor is released and discharged from all of its Indebtedness under the Credit Agreement Covenant Suspension Event shall terminate and all of its guarantees of any Indebtedness outstanding under actions reasonably necessary to provide that the Credit Agreement and all obligations under any of notes shall have been unconditionally guaranteed by each Guarantor (to the Company’s other Indebtedness extent such guarantee is required by Section 4.10) shall be taken within 90 days after such Reversion Date or any Indebtedness of as soon as reasonably practicable thereafter. Upon delivery by the Guarantors; such Guarantor delivering Issuer to the Trustee of an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in Counsel to the Indenture relating to such transaction have been complied with in all material respects. (b) At the request and at the expense of the Companyforegoing effect, the Trustee shall will execute and deliver any instrument evidencing such releasedocuments reasonably requested by the Issuer in writing in order to evidence the release of the Guarantor from its obligations under its 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 '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 's other Indebtedness or any Indebtedness of the Guarantors; such Guarantor delivering to the Trustee an Officer’s '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.