Release of Certain Guarantors. (i) The Borrower may request in writing that the Administrative Agent release a Guarantor from the Guaranty if (A) such Guarantor is no longer a Material Subsidiary or becomes an Excluded Subsidiary, (B) no Event of Default shall then be in existence or would occur as a result of such release and (C) the representations and warranties made or deemed made by the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such request and after giving effect to such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents. Together with any such request, the Borrower shall deliver to the Administrative Agent a certificate signed by the chief financial officer of the Parent certifying that the conditions set forth in immediately preceding clauses (A), (B) and (C) will be true and correct upon the release of such Guarantor. No later than ten (10) Business Days (or such shorter period as may be agreed to in writing by the Administrative Agent in its sole discretion) following the Administrative Agent’s receipt of such written request and the related certificate, and so long as the conditions set forth in immediately preceding clauses (A), (B) and (C) will be true and correct, the release shall be effective and Administrative Agent shall execute and deliver, at the sole cost and expense of the Borrower, such documents as the Borrower may reasonably request to evidence such release. Notwithstanding the foregoing, PR Woodland Anchor-S, LLC shall be automatically released from the Guaranty effective upon the closing of the Woodland Mall Secured Loan Modification without any further action.
(ii) In addition to the releases permitted pursuant to clause (i) above, if all of the Equity Interests in a Guarantor are sold in a transaction permitted by this Agreement such Guarantor shall be automatically released from the Guaranty effective upon consummation of such sale without any further action.
Release of Certain Guarantors. (a) A Guarantor will be automatically released from its obligations under this Article 11:
(1) upon a Fundamental Change of such Guarantor in accordance with Section 4.13;
(2) upon defeasance or covenant defeasance of the Securities pursuant to Article 8 or if the Company’s obligations under this Indenture are satisfied and discharged pursuant to Article 9; or
(3) in the case of the Collateral Rig Owner, upon the replacement of such Collateral Rig Owner in connection with a transfer of the Collateral Rig in accordance with Section 4.29 pursuant to which another wholly-owned Subsidiary of Holdings shall become the Collateral Rig Owner and a Guarantor hereunder.
(b) At the request of the Company and upon delivery of an Officer’s Certificate and Opinion of Counsel, if required, the Trustee shall execute and deliver an appropriate instrument evidencing the release of a Guarantor pursuant to this Section 11.06.
Release of Certain Guarantors. In the event that (a) all Unencumbered Asset Pool Properties either owned by or serviced by a Subsidiary of Parent Company that is a Guarantor shall have been removed from the Unencumbered Asset Pool in accordance with the terms of this Agreement (or were never part of the Unencumbered Asset Pool Properties), and (b) such Subsidiary Guarantor will not, upon giving effect to such requested release, be a guarantor of or otherwise liable with respect to any other Unsecured Debt of the Parent Company or any of its Subsidiaries of the type described in the definition of Material Subsidiary which would require it to be a Guarantor, then such Guarantor shall be released by Agent from liability under the Guaranty. The provisions of this §5.5 shall not apply to any Subsidiary of Parent Company which still owns or services an Unencumbered Asset Pool Property or any direct or indirect interest in an Unencumbered Asset Pool Property.
Release of Certain Guarantors. In accordance with Section 801 of the Original Indenture, HarperCollins Publishers Inc., HarperCollins (UK), News International plc, News Limited, News Securities B.V. and Newscorp Investments, are each hereby eliminated as Guarantors under the Indenture.
Release of Certain Guarantors. Provided no Default or Event of Default shall have occurred and be continuing (or would exist immediately after giving effect to the transactions contemplated by this §5.6(a)), in the event that all Borrowing Base Assets owned directly or indirectly by a Subsidiary Guarantor have been removed from the calculation of Borrowing Base Availability in accordance with this Agreement and shall have been released as Collateral for the Obligations and Hedge Obligations in accordance with the terms of this Agreement, then such Subsidiary Guarantor shall be released by Agent from liability under this Agreement and the Guaranty. The provisions of this §5.6 shall not apply to Borrower or REIT.
Release of Certain Guarantors. The parties hereto hereby confirm and acknowledge the concurrent release and discharge of each of the Existing Guarantors from any and all guaranty obligations arising under the Indenture.
Release of Certain Guarantors. Pursuant to the terms of the Consent Solicitation Statement, Article IX and Section 11.08(b)(7), from and including the Operative Date, Cabot Financial (Xxxxxx) Limited, Xxxxxx Capital Europe Limited, MCE Portfolio Limited, MFS Portfolio Limited, Xxxxxx Europe I Limited, Xxxxxx Europe II Limited, ME III Limited, ME IV Limited, Hillesden Securities Limited and Cabot Financial (Treasury) Ireland Limited shall be released from their guarantee of the Notes.
Release of Certain Guarantors. All existing Guarantors not listed on Schedule 1.1(b) of the Loan Agreement, as amended hereby, shall be, effective as of the First Modification Effective Date, fully released and discharged by Administrative Agent on behalf of itself and the Lenders from all obligations under the Guaranty they previously executed and delivered in connection with the Existing Loan Agreement.
Release of Certain Guarantors. In accordance with Section 1205 of the Original Indenture as supplemented by Section 203 of the Fourth Supplemental Indenture, each of the following entities is hereby eliminated as a Guarantor under the Indenture: News Australia Holdings Pty Ltd Australia FEG Holdings, Inc. Delaware Fox Entertainment Group, Inc. Delaware News America Marketing FSI, LLC Delaware News Publishing Australia Limited Delaware Limited Liability Company “APR City/TVD” Russian Federation Limited Liability Company “Display” Russian Federation Media Support Services Limited British Virgin Islands Limited Liability Company “Outdoor Marketing (Russia)” Russian Federation Limited Liability Company “Outdoor Media Management” Russian Federation Outdoor Systems Limited British Virgin Islands SECTION 204. References in the Indenture. By reason of the elimination of certain Guarantors pursuant to Section 203 hereof, and the continuation, as Guarantor, of the Guarantor under the Indenture, all references to the “Guarantor” are hereby deemed to refer to News Corporation, a Delaware corporation, as sole Guarantor.
Release of Certain Guarantors. In the event that all Mortgaged Properties and Borrowing Base Loans owned by a Subsidiary Guarantor shall have been released as Collateral for the Obligations and Hedge Obligations in accordance with the terms of this Agreement, then such Subsidiary Guarantor shall be released by Agent from liability under this Agreement and the other Loan Documents. The provisions of this §5.6 shall not apply to Borrower or REIT.
