Authority to Release. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Subsidiary Guarantor from its obligations under any of the Guarantees and release or subordinate any Lien granted to the Administrative Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents and Hedging Agreements or the transactions contemplated hereby or thereby (which satisfaction, in the case of outstanding Letters of Credit, may take the form of a backstop letter of credit from an issuer acceptable to the Administrative Agent or cash collateral); (ii) in connection with any transaction which is permitted by this Agreement (including, without limitation, the permitted sale by the Company or any Subsidiary of one hundred percent (100%) of the Capital Stock of any Subsidiary Guarantor or Pledge Subsidiary owned by the Company and its Subsidiaries or a dissolution or liquidation of a Subsidiary Guarantor permitted by Section 7.3(B)(iii)), (iii) as required pursuant to Section 7.2(K) or Section 7.2(L) or (iv) if approved, authorized or ratified in writing by the Required Lenders, unless any such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular Subsidiary Guarantors or types or items of Collateral pursuant to this Section 11.15(B).
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (Meritor Inc), Credit Agreement (Meritor Inc)
Authority to Release. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Subsidiary Guarantor from its obligations under any of the Guarantees and release or subordinate any Lien granted to the Administrative Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents and Hedging Agreements or the transactions contemplated hereby or thereby (which satisfaction, in the case of outstanding Letters of Credit, may take the form of a backstop letter of credit from an issuer acceptable to the Administrative Agent or cash collateral); (ii) in connection with any transaction which is permitted by this Agreement (including, without limitation, the permitted sale by the Company or any Subsidiary of one hundred percent (100%) of the Capital Stock of any Subsidiary Guarantor or Pledge Subsidiary owned by the Company and its Subsidiaries or a dissolution or liquidation of a Subsidiary Guarantor permitted by Section 7.3(B)(iii)Subsidiaries), (iii) as required pursuant to Section 7.2(K) or Section 7.2(L) or (iv) if approved, authorized or ratified in writing by the Required Lenders, unless any such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular Subsidiary Guarantors or types or items of Collateral pursuant to this Section 11.15(B).
Appears in 1 contract
Samples: Credit Agreement (Arvinmeritor Inc)
Authority to Release. The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Subsidiary Guarantor from its obligations under any of the Guarantees and release or subordinate any Lien granted to the Administrative Agent upon any Collateral (i) upon termination of the Commitments and payment and satisfaction of all of the Obligations at any time arising under or in respect of this Agreement or the Loan Documents and Hedging Agreements or the transactions contemplated hereby or thereby (which satisfaction, in the case of outstanding Letters of Credit, may take the form of a backstop letter of credit from an issuer acceptable to the Administrative Agent or cash collateral); (ii) in connection with any transaction which is permitted by this Agreement (including, without limitation, the permitted sale by the Company or any Subsidiary of one hundred percent (100%) of the Capital Stock of any Subsidiary Guarantor or Pledge Subsidiary owned by the Company and its Subsidiaries or a dissolution or liquidation of a Subsidiary Guarantor permitted by Section 7.3(B)(iii)Subsidiaries), (iii) as required pursuant to Section 7.2(K) or Section 7.2(L) or (iv) if approved, authorized or ratified in writing by the Required Lenders, unless any such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular Subsidiary Guarantors or types or items of Collateral pursuant to this Section 11.15(B).. (C)
Appears in 1 contract
Samples: Credit Agreement (Arvinmeritor Inc)