Common use of RELEASE FROM GUARANTEES; INDEBTEDNESS Clause in Contracts

RELEASE FROM GUARANTEES; INDEBTEDNESS. Not later than 120 days following the Merger Effective Date, UniCapital shall cause the Stockholders to be released from any and all personal guarantees of the indebtedness of the Company at the Closing Date set forth on Schedule 11.4; provided, that, in the event that the beneficiary of any such guarantee is unwilling to permit the substitution of UniCapital's guarantee for the Stockholder's guarantee or the assumption by UniCapital of the indebtedness, or in the event that the lender with respect to the indebtedness to which such guarantee relates accelerates such indebtedness whether or not prior to such 120 day period because of the consummation of the transactions contemplated hereby, UniCapital shall repay up to that amount of recourse indebtedness set forth on Schedule 11.4. The failure of the Company to obtain the consent of its lenders to the change of control of the Company or the CLA Companies or the substitution of a UniCapital guaranty or the assumption by UniCapital of the indebtedness set forth on Schedule 11.4 shall not be deemed a breach hereunder.

RELEASE FROM GUARANTEES; INDEBTEDNESS. Not later than 120 days following the Merger Effective Date, UniCapital shall cause the Stockholders to be released from any and all personal guarantees of the indebtedness or other obligations of the Company at the Closing Date set forth on Schedule 11.411.4 that they personally guaranteed for the benefit of the Company with all such guarantees of indebtedness being assumed by UniCapital; provided, that, in the event that the beneficiary of any such guarantee is unwilling to permit the substitution of UniCapital's guarantee for the Stockholder's guarantee or the assumption by UniCapital of the indebtedness, or in the event that the lender with respect to the indebtedness to which such guarantee relates accelerates such indebtedness whether or not prior to such 120 day period because of the consummation of the transactions contemplated hereby, UniCapital shall repay up to that amount of recourse indebtedness set forth on Schedule 11.4. The failure of the Company to obtain the consent of its lenders to the change of control of the Company or the CLA Companies or the substitution of a UniCapital guaranty or the assumption by UniCapital of the indebtedness set forth on Schedule 11.4 shall not be deemed a breach hereunder.

RELEASE FROM GUARANTEES; INDEBTEDNESS. Not later than 120 days following the Merger Effective Closing Date, UniCapital shall cause the Stockholders Partners to be released from any and all personal guarantees of the indebtedness of the Company Partnership at the Closing Date set forth on Schedule 11.411.3; provided, that, in the event that the beneficiary of any such guarantee is unwilling to permit the substitution of UniCapital's guarantee for the StockholderPartners's guarantee or the assumption by UniCapital of the indebtedness, or in the event that the lender with respect to the indebtedness to which such guarantee relates accelerates such indebtedness whether or not prior to such 120 day period because of the consummation of the transactions contemplated hereby, UniCapital shall repay up to that amount of recourse indebtedness set forth on Schedule 11.411.3. The failure of the Company Partnership to obtain the consent of its lenders to the change of control of the Company or the CLA Companies Partnership or the substitution of a UniCapital guaranty or the assumption by UniCapital of the indebtedness set forth on Schedule 11.4 11.3 shall not be deemed a breach hereunder.

RELEASE FROM GUARANTEES; INDEBTEDNESS. Not later than 120 days following the Merger Effective Date, UniCapital shall cause the Stockholders to be released from any and all personal guarantees of the indebtedness of the Company at the Closing Date set forth on Schedule 11.411.6; provided, that, in the event that the beneficiary of any such guarantee is unwilling to permit the substitution of UniCapital's guarantee for the Stockholder's guarantee or the assumption by UniCapital of the indebtedness, or in the event that the lender with respect to the indebtedness to which such guarantee relates accelerates such indebtedness whether or not prior to such 120 day period because of the consummation of the transactions contemplated hereby, UniCapital shall repay up to that amount of recourse indebtedness set forth on Schedule 11.411.6. The failure of the Company to obtain the consent of its lenders to the change of control of the Company or the CLA Companies or the substitution of a UniCapital guaranty or the assumption by UniCapital of the indebtedness set forth on Schedule 11.4 11.6 shall not be deemed a breach hereunder.

RELEASE FROM GUARANTEES; INDEBTEDNESS. Not later than 120 days following the Merger Effective Date, UniCapital shall cause the Stockholders to be released from any and all personal guarantees of the any indebtedness of the Company at the Closing Date or other obligations set forth on Schedule 11.411.3 that they personally guaranteed for the benefit of the Company or any Subsidiary, with all such guarantees (a) on indebtedness being assumed by UniCapital; provided, that, in the event that the beneficiary of any such guarantee is unwilling to permit the substitution of UniCapital's guarantee for the Stockholder's guarantee or the assumption by UniCapital of the indebtednessobligations under such guarantee, or in the event that the lender with respect to the indebtedness to which such guarantee relates accelerates such indebtedness whether or not prior to such 120 day period because of the consummation of the transactions contemplated hereby, UniCapital shall repay up to that amount of recourse indebtedness set forth on Schedule 11.411.3. The failure of the Company or its Subsidiaries to obtain the consent of its lenders or of the beneficiary of the aforementioned guarantee to the change of control of the Company or the CLA Companies or the substitution of a UniCapital guaranty or the assumption by assignment to UniCapital of the indebtedness or obligation set forth on Schedule 11.4 11.3 shall not be deemed a breach hereunder.

RELEASE FROM GUARANTEES; INDEBTEDNESS. Not later than 120 days following the Merger Effective Closing Date, UniCapital shall cause the Stockholders to be released from any and all personal guarantees of the indebtedness of the Company at the Closing Date set forth on Schedule 11.47.2(b); provided, that, in the event that the beneficiary of any such guarantee is unwilling to permit the substitution of UniCapital's guarantee for the Stockholder's guarantee or the assumption by UniCapital of the indebtedness, or in the event that the lender with respect to the indebtedness to which such guarantee relates related accelerates such indebtedness whether or not prior to such 120 day period because of the consummation of the transactions contemplated hereby, UniCapital shall repay up to that amount of recourse indebtedness set forth on Schedule 11.47.2(b). The failure of the Company to obtain the consent of its lenders to the change of control of the Company or the CLA Companies or the substitution of a UniCapital guaranty or the assumption by UniCapital of the indebtedness set forth on in Schedule 11.4 7.2(b) shall not be deemed a breach hereunder.

RELEASE FROM GUARANTEES; INDEBTEDNESS. Not later than 120 days following the Merger Effective Date, UniCapital shall cause the Stockholders to be released from any and all personal guarantees of the indebtedness of the Company at the Closing Date set forth on Schedule 11.411.5; provided, that, in the event that the beneficiary of any such guarantee is unwilling to permit the substitution of UniCapital's guarantee for the Stockholder's guarantee or the assumption by UniCapital of the indebtedness, or in the event that the lender with respect to the indebtedness to which such guarantee relates accelerates such indebtedness whether or not prior to such 120 day period because of the consummation of the transactions contemplated hereby, UniCapital shall repay up to that amount of recourse indebtedness set forth on Schedule 11.411.5. The failure of the Company to obtain the consent of its lenders to the change of control of the Company or the CLA Companies or the substitution of a UniCapital guaranty or the assumption by UniCapital of the indebtedness set forth on Schedule 11.4 11.5 shall not be deemed a breach hereunder.

RELEASE FROM GUARANTEES; INDEBTEDNESS. Not later than 120 days following the Merger Effective Date, UniCapital shall cause the Stockholders to be released from any and all personal guarantees of the indebtedness of the Company at the Closing Date set forth on Schedule 11.4; provided, that, in the event that the beneficiary of any such guarantee is unwilling to permit the substitution of UniCapital's guarantee for the Stockholder's guarantee or the assumption by UniCapital of the indebtedness, or in the event that the lender with respect to the indebtedness to which such guarantee relates accelerates such indebtedness whether or not prior to such 120 day period because of the consummation of the transactions contemplated hereby, UniCapital shall repay up to that amount of recourse indebtedness set forth on Schedule 11.4. The failure of the Company to obtain the consent of its lenders to the change of control of the Company or the CLA NSJ Companies or the substitution of a UniCapital guaranty or the assumption by UniCapital of the indebtedness set forth on Schedule 11.4 shall not be deemed a breach hereunder.

RELEASE FROM GUARANTEES; INDEBTEDNESS. Not later than 120 days following the Merger Effective Date, UniCapital shall cause the Stockholders Stockholder to be released from any and all personal guarantees of the indebtedness of the Company at the Closing Date set forth on Schedule 11.411.6; provided, that, in the event that the beneficiary of any such guarantee is unwilling to permit the substitution of UniCapital's guarantee for the Stockholder's guarantee or the assumption by UniCapital of the indebtedness, or in the event that the lender with respect to the indebtedness to which such guarantee relates accelerates such indebtedness whether or not prior to such 120 day period because of the consummation of the transactions contemplated hereby, UniCapital shall repay up to that amount of recourse indebtedness set forth on Schedule 11.411.6. The failure of the Company to obtain the consent of its lenders to the change of control of the Company or the CLA Companies or the substitution of a UniCapital guaranty or the assumption by UniCapital of the indebtedness set forth on Schedule 11.4 11.6 shall not be deemed a breach hereunder.