Common use of Releases of Subsidiary Guarantors Clause in Contracts

Releases of Subsidiary Guarantors. Any Subsidiary Guarantor shall be released and discharged, automatically, unconditionally and without further need of any action by any Person, of any obligations under this Note Guarantee, (1) in the event of a sale or other transfer or disposition of all of the Capital Interests in such Subsidiary Guarantor to any Person that is not an Affiliate of the Issuer in compliance with the terms of this Indenture, or (2) in the event all or substantially all the assets or Capital Interests of such Subsidiary Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the Issuer in compliance with the terms of this Indenture, or (iii) in the event that such Subsidiary Guarantor shall no longer guarantee (other than by virtue of its Note Guarantee) any Debt under any Credit Facility or any other Debt of Holdings or any of its Restricted Subsidiaries of at least $10.0 million. Upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel confirming that the Note Guarantee of a Subsidiary Guarantor has been released in accordance with this Section 10.6, the Trustee shall execute a supplemental indenture to evidence the release and discharge of such Subsidiary Guarantor from its obligations under its Note Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.

Releases of Subsidiary Guarantors. Any Subsidiary Guarantor shall be released and discharged, automatically, unconditionally and without further need of any action by any Person, of any obligations under this Note Guarantee, (1) in the event of a sale or other transfer or disposition of all of the Capital Interests in such Subsidiary Guarantor to any Person that is not an Affiliate of the Issuer in compliance with the terms of this Indenture, or (2) in the event all or substantially all the assets or Capital Interests of such Subsidiary Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, to a Person that is not an Affiliate of the Issuer in compliance with the terms of this the Indenture, or (iii) in the event that such Subsidiary Guarantor shall no longer guarantee (other than by virtue of its Note Guarantee) any Debt under any Credit Facility or any other Debt of Holdings or any of its Restricted Subsidiaries of at least $10.0 million. Upon delivery to the Trustee of an Officers’ Certificate and an Opinion of Counsel confirming that the Note Guarantee of a Subsidiary Guarantor has been released in accordance with this Section 10.6, the Trustee shall execute a supplemental indenture to evidence the release and discharge of such Subsidiary Guarantor from its obligations under its Note Guarantee. Any Subsidiary Guarantor not released from its obligations under this Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.