Common use of Release of Subsidiary Guarantor Clause in Contracts

Release of Subsidiary Guarantor. Notwithstanding anything to the contrary contained in this Indenture in the event that Section 4.14 of the Indenture ceases to have further force or effect each Subsidiary Guarantor shall be, and in the event a Subsidiary Guarantor is released from all obligations which pursuant to Section 4.14 hereof would obligate it to become a Subsidiary Guarantor (if it was not already a Subsidiary Guarantor) such Subsidiary Guarantor shall be, automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required on the part of the Trustee or any Holder, PROVIDED that, to the extent the provisions of Section 4.14 remain in force and effect, the provisions of Section 4.14 hereof shall apply anew in the event that such Subsidiary Guarantor subsequent to being released incurs any obligations that pursuant to Section 4.14 hereof obligate it to become a Subsidiary Guarantor. In addition, upon (i) the designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the terms of this Indenture or (ii) the sale or other disposition (by merger or otherwise) of a Subsidiary Guarantor by the Company or a Restricted Subsidiary of the Company to any Person that is not an Affiliate of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of this Indenture, such Subsidiary Guarantor shall be automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required on the part of the Trustee or any Holder, PROVIDED that such sale or other disposition, or consolidation or merger is made in E-3 106 accordance with the terms of this Indenture, including Sections 4.12 and 5.01 hereof; PROVIDED, HOWEVER, that the foregoing proviso shall not apply to the sale or disposition of a Subsidiary Guarantor or of the Capital Stock thereof in a foreclosure proceeding (whether or not judicial) to the extent that such proviso would be inconsistent with the requirements of the Uniform Commercial Code. Notwithstanding the immediately preceding sentence, upon receipt of a request of the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.04, the Trustee shall deliver an appropriate instrument evidencing the release of such Subsidiary Guarantor. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guaranty as provided in this Article 11.

Release of Subsidiary Guarantor. Notwithstanding anything to the contrary contained in foregoing provisions of this Indenture in the event that Section 4.14 of the Indenture ceases to have further force or effect each 11.05, any Subsidiary Guarantor shall be, and in the event a Subsidiary Guarantor is released from all obligations which pursuant to Section 4.14 hereof would obligate it to become a Subsidiary Guarantor (if it was not already a Subsidiary Guarantor) such Subsidiary Guarantor shall be, will automatically and unconditionally be released from all obligations under its Subsidiary Guaranty without any Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further action required on the part of the Trustee force or any Holder, PROVIDED that, to the extent the provisions of Section 4.14 remain in force and effect, the provisions of Section 4.14 hereof shall apply anew in the event that such Subsidiary Guarantor subsequent to being released incurs any obligations that pursuant to Section 4.14 hereof obligate it to become a Subsidiary Guarantor. In addition, upon (i) the designation of concurrently with any Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the terms of this Indenture direct or (ii) the indirect sale or other disposition (by merger or otherwise) of a Subsidiary Guarantor by the Company or a Restricted Subsidiary of the Company to any Person that is not an Affiliate of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of this Indenture, such Subsidiary Guarantor shall be automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required on the part of the Trustee or any Holder, PROVIDED that such sale or other dispositioninterest therein, or consolidation or merger is made any other transaction, in E-3 106 accordance with the terms of this Indenture, including Sections 4.12 and 5.01 hereof; PROVIDEDif as a result of such transaction such Subsidiary Guarantor is no longer a Parent Subsidiary, HOWEVER(ii) at any time that such Subsidiary Guarantor is (or, that substantially concurrently with the foregoing proviso shall not apply to release of the sale or disposition Subsidiary Guarantee of a such Subsidiary Guarantor or if as a result of the Capital Stock thereof in release of the subsidiary guarantee of such Subsidiary Guarantor, will be) released from all of its obligations as borrower or its obligations under its guarantee of any Debt under the Senior Credit Facilities or any Material Debt (it being understood that a foreclosure proceeding (whether or not judicial) release subject to contingent reinstatement is still a release, and that if any such guarantee is so reinstated, such Subsidiary Guarantee shall also be reinstated to the extent that such proviso Subsidiary Guarantor would then be inconsistent required to provide a Subsidiary Guarantee pursuant to this Section 11.05), (iii) upon the merger or consolidation of such Subsidiary Guarantor with and into the requirements Company or the Parent Guarantor or another Subsidiary Guarantor that is the surviving person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all of its assets to the Company or the Parent Guarantor or another Subsidiary Guarantor, (iv) concurrently with such Subsidiary Guarantor ceasing to constitute a Domestic Subsidiary of the Uniform Commercial Code. Notwithstanding Parent Guarantor, (v) upon legal or covenant defeasance of the immediately preceding sentenceCompany’s obligations, or satisfaction and discharge of the Notes, or (vi) upon receipt payment in full of a request the aggregate principal amount of all of the Notes then outstanding and all other subsidiary guaranteed obligations then due and owing (provided that the obligations of each Subsidiary Guarantor hereunder shall be reinstated if at any time any payment which would otherwise have reduced or terminated the obligations of any Subsidiary Guarantor hereunder and under its Subsidiary Guarantee (whether such payment shall have been made by or on behalf of the Company accompanied or by or on behalf of a Subsidiary Guarantor) is rescinded or reclaimed from any of the Holders upon the insolvency, bankruptcy, liquidation or reorganization of the Company or any Subsidiary Guarantor or otherwise, all as though such payment had not been made). Upon any such occurrence specified in this Section 11.05, and delivery of an Officers' Officer’s Certificate certifying as to the compliance with this Section 11.04Trustee, the Trustee shall deliver an appropriate instrument evidencing execute any documents reasonably requested by the release Company (at the Company’s expense) in order to evidence such release, discharge and termination in respect of such Subsidiary Guarantor. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guaranty as provided in this Article 11Guarantee.

Release of Subsidiary Guarantor. Notwithstanding anything to the contrary contained in this Indenture in the event that Section 4.14 of the Indenture ceases to have further force or effect each A Subsidiary Guarantor shall be, and in the event a Subsidiary Guarantor is will be released from all its obligations which under this Section 2 (other than any obligation that may have arisen under Section 2.6) upon the sale (including any sale pursuant to Section 4.14 hereof would obligate it to become any exercise of remedies by a Subsidiary Guarantor (if it was not already a holder of Indebtedness by the Company or of such Subsidiary Guarantor) such Subsidiary Guarantor shall be, automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required on the part of the Trustee or any Holder, PROVIDED that, to the extent the provisions of Section 4.14 remain in force and effect, the provisions of Section 4.14 hereof shall apply anew in the event that such Subsidiary Guarantor subsequent to being released incurs any obligations that pursuant to Section 4.14 hereof obligate it to become a Subsidiary Guarantor. In addition, upon (i) the designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the terms of this Indenture or (ii) the sale or other disposition (including by merger way of consolidation or otherwisemerger) of a Subsidiary Guarantor by the Company or a Restricted Subsidiary of the Company to any Person that is not an Affiliate of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of this Indenture, such Subsidiary Guarantor shall be automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required on the part of the Trustee or any Holder, PROVIDED that such sale or other disposition, or consolidation or merger is made in E-3 106 accordance with the terms of this IndentureGuarantor, including Sections 4.12 and 5.01 hereof; PROVIDED, HOWEVER, that the foregoing proviso shall not apply to the sale or disposition of a Subsidiary Guarantor or of the Capital Stock thereof in of a foreclosure proceeding (whether or not judicial) to the extent that Subsidiary Guarantor, following which such proviso would be inconsistent with the requirements Subsidiary Guarantor is no longer a Subsidiary of the Uniform Commercial Code. Notwithstanding the immediately preceding sentenceParent, upon receipt the sale or disposition of a request of all or substantially all the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.04, the Trustee shall deliver an appropriate instrument evidencing the release assets of such Subsidiary Guarantor. Any , in connection with the merger or consolidation of a Subsidiary Guarantor not so released with (a) a Borrower or (b) any other Subsidiary Guarantor (provided that the surviving entity surviving remains a Subsidiary Guarantor), upon the Parent properly designating such Subsidiary GuarantorGuarantor as an “Unrestricted Subsidiary” under the Senior Notes Indenture, upon a liquidation or dissolution of such Subsidiary Guarantor permitted under the Credit Documents, upon such Subsidiary Guarantor becoming joined as a borrower or a guarantor under the Credit Agreement, dated on or about the date hereof (including all annexes, exhibits and schedules thereto and as from time to time amended, restated, replaced, refinanced, supplemented or otherwise modified) among Aviv Financing IV, L.L.C., the other Persons party thereto as guarantors, the financial institutions party thereto as lenders and Bank of America, N.A., as applicableadministrative agent, when the Guaranteed Obligations have been paid and performed in full (other than contingent obligations for which no claim has been asserted), and upon any other release by the Administrative Agent in accordance with Section 9.11 of the Credit Agreement; provided, however, that in the case of clauses (a) and (b) above, (i) such sale or other disposition is made to a Person other than the Parent or a Subsidiary of the Parent and (ii) such sale or disposition is otherwise permitted by the Credit Documents. At the request of the Borrowers, the Administrative Agent shall remain or be liable under its Subsidiary Guaranty as provided in this Article 11execute and deliver appropriate instruments evidencing such release.

Release of Subsidiary Guarantor. Notwithstanding anything to the contrary contained in this Indenture in the event that Section 4.14 of the Indenture ceases to have further force or effect each Subsidiary Guarantor shall be, and in the event a Subsidiary Guarantor is released from all obligations which pursuant to Section 4.14 hereof would obligate it to become a Subsidiary Guarantor (if it was not already a Subsidiary Guarantor) such Subsidiary Guarantor shall be, automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required on the part of the Trustee or any Holder, PROVIDED that, to the extent the provisions of Section 4.14 remain in force and effect, the provisions of Section 4.14 hereof shall apply anew in the event that such Subsidiary Guarantor subsequent to being released incurs any obligations that pursuant to Section 4.14 hereof obligate it to become a Subsidiary Guarantor. In addition, upon (i) the designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the terms of this Indenture or (ii) the sale or other disposition (by merger or otherwise) of a Subsidiary Guarantor by the Company or a Restricted Subsidiary of the Company to any Person that is not an Affiliate of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of this Indenture, such Subsidiary Guarantor shall be automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required on the part of the Trustee or any Holder, PROVIDED that such sale or other disposition, or consolidation or merger is made in E-3 106 accordance with the terms 105 of this Indenture, including Sections 4.12 and 5.01 hereof; PROVIDED, HOWEVER, that the foregoing proviso shall not apply to the sale or disposition of a Subsidiary Guarantor or of the Capital Stock thereof in a foreclosure proceeding (whether or not judicial) to the extent that such proviso would be inconsistent with the requirements of the Uniform Commercial Code. Notwithstanding the immediately preceding sentence, upon receipt of a request of the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.04, the Trustee shall deliver an appropriate instrument evidencing the release of such Subsidiary Guarantor. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guaranty as provided in this Article 11.. 106 EXHIBIT F SENIOR GUARANTY

Release of Subsidiary Guarantor. Notwithstanding anything to the contrary contained in this Indenture in the event that Section 4.14 of the Indenture ceases to have further force or effect each Subsidiary Guarantor shall be, and in the event a Subsidiary Guarantor is released from all obligations which pursuant to Section 4.14 hereof would obligate it to become a Subsidiary Guarantor (if it was not already a Subsidiary Guarantor) such Subsidiary Guarantor shall be, deemed automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required on the part of the Trustee or any Holder, PROVIDED that, to the extent the provisions of Section 4.14 remain in force and effect, the provisions of Section 4.14 hereof shall apply anew in the event that such Subsidiary Guarantor subsequent to being released incurs any obligations that pursuant to Section 4.14 hereof obligate it to become a Subsidiary Guarantor. In addition, upon (i) the designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the terms of this the Indenture or (ii) the sale or other disposition (by merger or otherwise) of all of the Capital Stock of a Subsidiary Guarantor by the Company or a Restricted Subsidiary of the Company to to, or upon the consolidation or merger of a Subsidiary Guarantor with or into, any Person that is not person other than the Company or an Affiliate of the Company or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of this IndentureSubsidiaries, such Subsidiary Guarantor shall be deemed automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required on the part of the Trustee or any Holder, PROVIDED that such sale or other disposition, or consolidation or merger is made in E-3 106 accordance with the terms of this Indenture, including 103 Sections 4.12 and 5.01 hereof; PROVIDED, HOWEVER, that the foregoing proviso shall not apply to the sale or disposition of a Subsidiary subsidiary Guarantor or of the Capital Stock thereof in a foreclosure proceeding (whether or not judicial) to the extent that such proviso would be inconsistent with the requirements of the Uniform Commercial Code. Notwithstanding the immediately preceding sentence, upon receipt of a request of the Company accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.04, the Trustee shall deliver an appropriate instrument evidencing the release of such Subsidiary Guarantor. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guaranty as provided in this Article 11.. 104 EXHIBIT F SENIOR GUARANTY ---------------

Release of Subsidiary Guarantor. Notwithstanding anything to the contrary contained in this Indenture in the event that Section 4.14 4.16 of the Indenture ceases to have further force or effect each Subsidiary Guarantor shall be, and in the event a Subsidiary Guarantor is released from all obligations which pursuant to Section 4.14 4.16 hereof would obligate it to become a Subsidiary Guarantor (if it was not already a Subsidiary Guarantor) such Subsidiary Guarantor shall be, deemed automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required on the part of the Trustee or any Holder, PROVIDED provided that, to the extent the provisions of Section 4.14 4.16 remain in force and effect, the provisions of Section 4.14 4.16 hereof shall apply anew in the event that such Subsidiary Guarantor subsequent to being released incurs any obligations that pursuant to Section 4.14 4.16 hereof obligate it to become a Subsidiary Guarantor. In addition, upon (i) the designation of any Subsidiary Guarantor as an Unrestricted Subsidiary in compliance with the terms of this the Indenture or (ii) the sale or other disposition (by merger or otherwise) of all of the Capital Stock of a Subsidiary Guarantor by the Company Issuer or a Restricted Subsidiary of the Company to Issuer to, or upon the consolidation or merger of a Subsidiary Guarantor with or into, any Person that is not person other than the Issuer or an Affiliate of the Company Issuer or any of its Restricted Subsidiaries which is otherwise in compliance with the terms of this IndentureSubsidiaries, such Subsidiary Guarantor shall be deemed automatically and unconditionally released from all obligations under its Subsidiary Guaranty without any further action required on the part of the Trustee or any Holder, PROVIDED provided that such sale or other disposition, or consolidation or merger is made in E-3 106 accordance with the terms of this Indenture, including Sections 4.12 4.13 and 5.01 hereof; PROVIDEDprovided, HOWEVERhowever, that the foregoing proviso shall not apply to the sale or disposition of a Subsidiary Guarantor or of the Capital Stock thereof in a foreclosure proceeding (whether or not judicial) to the extent that such proviso would be inconsistent with the requirements of the Uniform Commercial Code. Notwithstanding the immediately preceding sentence, upon receipt of a request of the Company Issuer accompanied by an Officers' Certificate certifying as to the compliance with this Section 11.04, the Trustee shall deliver an appropriate instrument evidencing the release of such Subsidiary Guarantor. Any Subsidiary Guarantor not so released or the entity surviving such Subsidiary Guarantor, as applicable, shall remain or be liable under its Subsidiary Guaranty as provided in this Article 11XI.