Common use of Release of Guaranty Clause in Contracts

Release of Guaranty. The Note Guaranty of a Guarantor will terminate upon: (i) a sale or other disposition (including by way of consolidation or merger, other than a consolidation or merger with or into the Company) of the Guarantor or the sale or disposition of the assets of the Guarantor as an entirety or substantially as an entirety (in each case other than to the Company) otherwise permitted by the Indenture; (ii) the Guarantee Triggering Amount being reduced to an amount equal to or less than the greater of $300 million or 15% of Consolidated Net Worth; provided, however, that if at the time of such reduction a Guarantor guarantees any of the Company’s obligations under the Revolving Credit Facility, the guarantee of such Guarantor will not terminate under this clause (ii) until such Guarantor does not guarantee the Company’s obligations under the Revolving Credit Facility; (iii) a consolidation or merger of the Guarantor with or into the Company; or (iv) defeasance or discharge of the Notes, as provided in Section 8.05 of the Indenture. 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 Guaranty.

Release of Guaranty. The A Guarantor will be automatically released and relieved from all its obligations under its Note Guaranty of a Guarantor will terminate uponin the following circumstances: (ia) a upon the sale or other disposition (including by way of consolidation or merger), in one transaction or a series of related transactions, of at least a majority of the total voting power of the capital stock or other interests of such Guarantor (other than a consolidation to the Company or merger with or into the Companyany of its Subsidiaries), as permitted under this Indenture; (b) of the Guarantor or upon the sale or disposition of all or substantially all the assets of the such Guarantor as an entirety or substantially as an entirety (in each case other than to the Company or any of its Subsidiaries), as permitted under this Indenture; or (c) if at any time when no Default has occurred and is continuing with respect to any series of Notes, such Guarantor no longer guarantees (or which guarantee is being simultaneously released or will be immediately released after the release of the Guarantor) the Debt of the Company under (i) the Company) otherwise permitted by the Indenture; ’s then-existing primary credit facility, (ii) the Guarantee Triggering Amount being reduced to an amount equal to Existing Notes or less than the greater of $300 million or 15% of Consolidated Net Worth; provided, however, that if at the time of such reduction a Guarantor guarantees any of the Company’s obligations under the Revolving Credit Facility, the guarantee of such Guarantor will not terminate under this clause (ii) until such Guarantor does not guarantee the Company’s obligations under the Revolving Credit Facility; (iii) a consolidation or merger of the Guarantor with or into the Company; or (iv) defeasance or discharge of the Notes, as provided in Section 8.05 of the Indentureany Additional Debt. 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 Guaranty.