Common use of Release of Note Guarantees Clause in Contracts

Release of Note Guarantees. Notwithstanding the provisions of Section 1302, Note Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303. Any Guarantor will automatically and unconditionally be released from all obligations under its Note Guarantee, and such Note Guarantee shall thereupon terminate and be discharged and of no further force or effect: (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Guarantor or any interest therein, or any other transaction, in accordance with the terms of this Indenture following which such Guarantor is no longer a Restricted Subsidiary of the Company; (ii) concurrently with the sale of all or substantially all of the assets of such Guarantor, in accordance with the terms of this Indenture; (iii) in the case of any Wholly Owned Domestic Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 414, at any time such Guarantor is (or, substantially concurrently with the release of the Note Guarantee of such Guarantor, will be) released from all of its obligations under its Guarantee of payment (or, if applicable, release from all of its obligations as a borrower) in respect of the Material Indebtedness that resulted in the obligation to guarantee the Notes (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Note Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to Section 414); (iv) upon the merger or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Company or another Guarantor; (v) concurrently with any Guarantor becoming an Unrestricted Subsidiary or ceasing to constitute a Wholly Owned Domestic Restricted Subsidiary of the Company; (vi) upon the occurrence of a Covenant Suspension Event; provided that after the Reversion Time, such Note Guarantee shall be reinstated to the extent required and within the time period provided under Section 414; (vii) upon Defeasance or Covenant Defeasance of the Company’s obligations under, or satisfaction and discharge of this Indenture pursuant to Section 1101; or (viii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 10 days’ notice to the Trustee (or such shorter period as agreed to by the Trustee), to cause any Guarantor that is not a primary obligor or guarantor under any outstanding Material Indebtedness to be unconditionally released from all obligations under its Note Guarantee, and such Note Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents (subject to the review and approval of counsel to the Trustee) reasonably requested by the Company in order to evidence such release, discharge and termination in respect of such Note Guarantee and the Trustee will be entitled to receive and conclusively rely on an Officer’s Certificate that the execution of any such document, release, discharge and termination is authorized.

Release of Note Guarantees. Notwithstanding the provisions of Section 1302, (a) A Note Guarantees will Guarantee by a Guarantor shall be subject to termination and discharge under the circumstances described in this Section 1303. Any Guarantor will automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee shall be released from all obligations under its required for the release of such Guarantor’s Note Guarantee, and such Note Guarantee shall thereupon terminate and be discharged and of no further force or effectupon: (i1) concurrently with any direct (A) a sale or indirect sale other transfer or disposition (including by merger way of merger, consolidation, arrangement or otherwiseamalgamation) of all of the Capital Interests in any Guarantor or to any interest therein, or any other transaction, Person that is not an Affiliate of the Company in accordance compliance with the terms of this Indenture following which such Guarantor is no longer a Restricted Subsidiary of the CompanyIndenture; (iiB) concurrently with the sale or other transfer of all or substantially all of the assets of a Guarantor (including by way of merger, consolidation, arrangement or amalgamation) to a Person that is not an Affiliate of the Company in compliance with the terms of this Indenture; (C) the merger, consolidation or amalgamation of any Guarantor with and into the Company, another Guarantor or a Person that will become a Guarantor substantially upon the consummation of such Guarantormerger, consolidation or amalgamation; (D) the release of a Guarantor of all of its Guarantee obligations in respect of the Credit Facilities (other than pursuant the Notes or this Indenture); (E) the proper designation of any Guarantor as an Unrestricted Subsidiary; (F) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary; (G) the election of the Company to have its obligations satisfied and discharged with respect to any outstanding Notes in accordance with the terms of this Indenture; or (iiiH) in the case of any Wholly Owned Domestic Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 414, at any time such Guarantor is (or, substantially concurrently with the release of the Note Guarantee of such Guarantor, will be) released from all Company’s exercise of its obligations under its Guarantee of payment (or, if applicable, release from all of its obligations as a borrower) in respect of the Material Indebtedness that resulted in the obligation to guarantee the Notes (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Note Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to Section 414); (iv) upon the merger or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Company or another Guarantor; (v) concurrently with any Guarantor becoming an Unrestricted Subsidiary or ceasing to constitute a Wholly Owned Domestic Restricted Subsidiary of the Company; (vi) upon the occurrence of a Covenant Suspension Event; provided that after the Reversion Time, such Note Guarantee shall be reinstated to the extent required and within the time period provided under Section 414; (vii) upon Legal Defeasance option or Covenant Defeasance option in accordance with Article 8 or the discharge of the Company’s obligations under, or satisfaction and discharge under this Indenture in accordance with the terms of this Indenture pursuant to Section 1101Indenture; or and (viii2) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 10 days’ notice such Guarantor delivering to the Trustee (or such shorter period as agreed to by the Trustee)an Officer’s Certificate and an Opinion of Counsel, to cause any Guarantor each stating that is not a primary obligor or guarantor under any outstanding Material Indebtedness to be unconditionally released from all obligations under its Note Guarantee, and such Note Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified conditions precedent provided for in this Section 1303Indenture relating to such transaction and/or release have been complied with. (b) At the written request of the Company, the Company, such Guarantor and the Trustee shall execute and deliver any documents (subject to the review and approval of counsel to the Trustee) reasonably requested by the Company required in order to evidence such release, discharge and termination in respect of such the applicable Note Guarantee and the Trustee will be entitled to receive and conclusively rely on an Officer’s Certificate that the execution of any such document, release, discharge and termination is authorizedGuarantee.

Release of Note Guarantees. Notwithstanding the provisions of Section 1302, Note Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303. Any Guarantor will automatically and unconditionally be released from all obligations under its Note Guarantee, and such Note Guarantee shall thereupon terminate and be discharged and of no further force or effect: , (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) of any Guarantor or any interest therein, or any other transaction, in accordance with the terms of this Indenture (including Section 411 and Section 501) following which such Guarantor is no longer a Restricted Subsidiary of the Company; , (ii) concurrently with the sale of all or substantially all of the assets of such Guarantor, in accordance with the terms of this Indenture; (iii) in the case of any Wholly Owned Domestic Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 414, at any time that such Guarantor is (or, substantially concurrently with the release of the Note Guarantee of such Guarantor, will be) released from all of its obligations under its Guarantee of payment by the Company and all other Guarantors of any Indebtedness of the Company and such other Guarantors under the Senior Credit Facilities (orand, if applicable, release released from all of its obligations as a borrower) borrower under the Senior Credit Facilities and as a primary obligor or guarantor in respect of the any other then outstanding Material Indebtedness that resulted in the obligation to guarantee the Notes Indebtedness) (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Note Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to Section 414); , (iviii) upon the merger or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation of such Guarantor following the transfer of all of its assets to the Company or another Guarantor; , (viv) concurrently with any Guarantor becoming an Unrestricted Subsidiary or ceasing to constitute a Wholly Owned Domestic Restricted Subsidiary of the Company; , (viv) upon the occurrence of a Covenant Suspension Event; provided that after the Reversion Time, such Note Guarantee shall be reinstated to the extent required and within the time period provided under Section 414; , (viivi) upon Defeasance or Covenant Defeasance of the Company’s obligations under, or satisfaction and discharge of this Indenture pursuant to Section 1101; , or (viiivii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 10 days’ notice to the Trustee (or such shorter period as agreed to by the Trustee), to cause any Guarantor that is not a primary obligor or guarantor under the Senior Credit Facilities or any other then outstanding Material Indebtedness to be unconditionally released from all obligations under its Note Guarantee, and such Note Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents (subject to the review and approval of counsel to the Trustee) reasonably requested by the Company in order to evidence such release, discharge and termination in respect of such Note Guarantee and the Trustee will be entitled to receive and conclusively rely on an Officer’s Certificate that the execution of any such document, release, discharge and termination is authorized.

Release of Note Guarantees. Notwithstanding In the provisions event of Section 1302, Note Guarantees will be subject to termination and discharge under the circumstances described in this Section 1303. Any Guarantor will automatically and unconditionally be released from all obligations under its Note Guarantee, and such Note Guarantee shall thereupon terminate and be discharged and of no further force or effect: (i) concurrently with any direct or indirect a sale or -------------------------- other disposition (by merger or otherwise) of any Guarantor or any interest therein, or any other transaction, in accordance with the terms of this Indenture following which such Guarantor is no longer a Restricted Subsidiary of the Company; (ii) concurrently with the sale of all or substantially all of the assets of such any Guarantor, in accordance with the terms by way of this Indenture; (iii) in the case of any Wholly Owned Domestic Restricted Subsidiary that after the Issue Date is required to guarantee the Notes pursuant to Section 414merger, at any time such Guarantor is (or, substantially concurrently with the release of the Note Guarantee of such Guarantor, will be) released from all of its obligations under its Guarantee of payment (or, if applicable, release from all of its obligations as a borrower) in respect of the Material Indebtedness that resulted in the obligation to guarantee the Notes (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Note Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to Section 414); (iv) upon the merger consolidation or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidationotherwise, or upon the liquidation of such Guarantor following the transfer a sale or other disposition of all of its assets to the Company Capital Stock of any Guarantor, by way of merger, consolidation or another Guarantor; (v) concurrently with any Guarantor becoming an Unrestricted Subsidiary or ceasing to constitute a Wholly Owned Domestic Restricted Subsidiary of the Company; (vi) upon the occurrence of a Covenant Suspension Event; provided that after the Reversion Timeotherwise, such Note Guarantee shall Guarantor will be reinstated to the extent required released and within the time period provided under Section 414; (vii) upon Defeasance or Covenant Defeasance relieved of the Company’s obligations under, or satisfaction and discharge of this Indenture pursuant to Section 1101; or (viii) subject to Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding and all other Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 10 days’ notice to the Trustee (or such shorter period as agreed to by the Trustee), to cause any Guarantor that is not a primary obligor or guarantor under any outstanding Material Indebtedness to be unconditionally released from all obligations under its Note Guarantee; provided, in each case, that (i) such transaction is -------- carried out pursuant to and in accordance with Section 4.08 and Section 5.01 hereof and (ii) such Note Guarantee shall thereupon terminate Guarantor is also released from its guarantee of the Company's Obligations under the Credit Agreement and be discharged and of no further force or effectdoes not guarantee any Senior Indebtedness. Upon any delivery by the Company to the Trustee of an Officers' Certificate and Opinion of Counsel, to the effect that such occurrence specified sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 13034.08 and Section 5.01 hereof, the Trustee shall execute any documents (subject to the review and approval of counsel to the Trustee) reasonably requested by the Company required in order to evidence such release, discharge and termination in respect of such Note Guarantee and the Trustee will be entitled to receive and conclusively rely on an Officer’s Certificate that the execution release of any such documentGuarantor from its obligations under its Note Guarantee. In addition, releaseany non-Wholly Owned Subsidiary of the Company that is released from its guarantee of the Company's Obligations under the Credit Agreement shall also be released from its Note Guarantee so long as such Subsidiary does not guarantee any Senior Indebtedness. Upon delivery by the Company to the Trustee of an Officers' Certificate to the effect that such Guarantor (i) is not a Wholly Owned Subsidiary of the Company, discharge (ii) has been released from its guarantee of the Company's Obligations under the Credit Agreement, and termination is authorized(iii) does not guarantee any Senior Indebtedness, the Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of, premium, if any, interest and Liquidated Damages, if any, on the Notes and for the other Obligations of the Company, such Guarantor and any other Guarantor under this Indenture as provided in this Article XI.

Release of Note Guarantees. Notwithstanding the provisions The Note Guarantee of Section 1302, Note Guarantees will a Subsidiary Guarantor shall be subject to termination and discharge under the circumstances described in this Section 1303. Any Guarantor will automatically and unconditionally be released from all obligations under its Note Guaranteeand discharged: (1) (a) upon any sale, and such Note Guarantee shall thereupon terminate and be discharged and of no further force exchange, disposition, issuance or effecttransfer (by merger, amalgamation, consolidation or otherwise) of: (i) concurrently with any direct or indirect sale or disposition (by merger or otherwise) the Capital Stock of any such Subsidiary Guarantor or any interest thereinholder of Capital Stock of such Subsidiary Guarantor, or any other transaction, in accordance with after which the terms of this Indenture following which such applicable Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company; Holdings, or (ii) concurrently with the sale of all or substantially all of the assets of such Subsidiary Guarantor, in accordance with the terms of this Indenture; (iii) in the case of any Wholly Owned Domestic Restricted Subsidiary that after each of clause (i) and (ii), if such sale, exchange, disposition, issuance or transfer does not violate the Issue Date is applicable provisions of this Indenture required to guarantee be satisfied in connection therewith at the Notes time thereof; or (b) upon the release or discharge of the obligations of such Subsidiary Guarantor under the Senior Credit Facilities or such other Indebtedness that gave rise to the requirement to provide such a Note Guarantee pursuant to Section 414, at any time 4.09; provided that the guarantee by such Note Guarantor is (or, substantially concurrently with the release of the Note Guarantee of Existing Secured Notes is also released contemporaneously with or prior to such Guarantor, will be) released from all of its obligations under its Guarantee of payment (or, if applicable, release from all of its obligations as a borrower) in respect of the Material Indebtedness that resulted in the obligation to guarantee the Notes time. (it being understood that a release subject to a contingent reinstatement is still a release, and that if any such Guarantee is obligations are so reinstated, such Note Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Note Guarantee pursuant to Section 4144.09); or (ivc) upon the merger or consolidation of any Guarantor with and into the Company or another Guarantor that is the surviving Person in such merger or consolidation, or upon the liquidation designation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or another Guarantor; (v) concurrently with any Guarantor becoming as an Unrestricted Subsidiary in compliance with the applicable provisions of this Indenture; or ceasing to constitute a Wholly Owned Domestic Restricted Subsidiary of the Company; (vid) upon the occurrence exercise by the Issuer of a Covenant Suspension Event; provided that after the Reversion Time, such Note Guarantee shall be reinstated to the extent required and within the time period provided under Section 414; (vii) upon its Legal Defeasance or Covenant Defeasance option pursuant to Article 8 or the discharge of the CompanyIssuer’s obligations under, or satisfaction and discharge under this Indenture in accordance with the terms of this Indenture pursuant to Section 1101Indenture; or (viiie) subject to Section 1302(b), upon payment in full connection with the dissolution or liquidation of such Subsidiary Guarantor; or (f) with the consent of the aggregate principal amount of all Notes then Outstanding Holders in accordance with Article 9; and all other Guaranteed Obligations then due and owing. In addition, the Company will have the right, upon 10 days’ notice (2) Holdings delivering to the Trustee (or such shorter period as agreed to by the Trustee), to cause any Guarantor that is not a primary obligor or guarantor under any outstanding Material Indebtedness to be unconditionally released from all obligations under its Note Guarantee, and such Note Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this Section 1303, the Trustee shall execute any documents (subject to the review and approval of counsel to the Trustee) reasonably requested by the Company in order to evidence such release, discharge and termination in respect of such Note Guarantee and the Trustee will be entitled to receive and conclusively rely on an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent provided for in this Indenture relating to the execution of any such document, release, discharge and termination is authorized.