Release of Collateral and Guarantors. Administrative Agent, Collateral Agent and the Lenders hereby direct Administrative Agent or Collateral Agent to release, in accordance with the terms of the Loan Documents, any Lien held by Administrative Agent or Collateral Agent under the Security Documents (and in the case of a sale, conveyance or other disposition of all of the Capital Stock of a Domestic Subsidiary owned by Company or any of its Subsidiaries under clause (ii) below, to release the affected Subsidiary from its Subsidiary Guaranty):
(i) against all of the Collateral, upon payment in full of the Loans and other outstanding Obligations (other than any contingent indemnification obligations with respect to which no claim has been made);
(ii) against any part of the Collateral sold, conveyed, transferred, liquidated or otherwise disposed of by Company or any of its Subsidiaries to the extent such sale, conveyance, transfer, liquidation or disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby);
(iii) so long as no Event of Default or Unmatured Event of Default has occurred and is continuing, in the sole discretion of Administrative Agent upon the request of Company, against any part of the Collateral with a fair market value of less than $10,000,000 in the aggregate during the term of this Agreement as such fair market value may be certified to Administrative Agent or Collateral Agent by Company in an officer’s certificate reasonably acceptable in form and substance to Administrative Agent and Collateral Agent;
(iv) against any part of the Collateral to the extent necessary to effect a transaction permitted under Section 8.4; or
(v) against a part of the Collateral which release does not require the consent of all of the Lenders as set forth in Section 12.1(a), if such release is consented to by the Required Lenders, provided, however, that (y) Administrative Agent or Collateral Agent shall not be required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (z) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Company or any of its Subsidiaries in respect of) all interests retained by Company and/or any of its Subsidiaries, including (without limitation) the proceeds of any sale, all of which shall ...
Release of Collateral and Guarantors. (a) Any Lien on any Collateral granted to or held by, and any Guaranty of a Guarantor of the Term Loan Obligations to, the Administrative Agent and/or the Collateral Agent under any Credit Document shall automatically be released, terminated and discharged (as used in this Section 11.20, “released”) without the need for any further action by any Person: (i) upon Security Termination, (ii) with respect to any such Lien, in the event that any asset constituting Collateral is, or is to be, Disposed of as part of, or in connection with, any transaction not prohibited hereunder or under any other Credit Document, or if such asset becomes an “Excluded Asset” (as defined in the Guaranty and Collateral Agreement), (iii) with respect to any Collateral Rig, promptly following the request of the Borrower to release such Rig from the Lien of the applicable Collateral Rig Mortgage, if immediately after giving effect to such release, the Collateral Coverage Ratio will not be less than 1.50 to 1.00, (iv) with respect to any such Guaranty, if such Credit Party ceases to be a Collateral Rig Owner, Pledgor or Internal Charterer, or (v) to the extent approved, authorized or ratified in writing in accordance with Section 11.11.
(b) In addition, the Collateral Agent and/or the Administrative Agent, as applicable, shall, without the need for any further action by any Person, subordinate or release (i) any Lien on any Collateral granted to or held by the Collateral Agent and/or the Administrative Agent, respectively, under any Credit Document to the holder of any Permitted Lien described in the proviso of clause (b) and clauses (c), (d) and (f) of the definition of Permitted Liens.
(c) In the case of any release or subordination described in this Section 11.20, the Administrative Agent and/or the Collateral Agent, as applicable, shall, at the Borrower’s expense, promptly execute and deliver to the applicable Credit Party such documents as such Credit Party or the Parent may reasonably request to evidence such release or subordination and take such additional actions as may from time to time be reasonably requested by the applicable Credit Party or the Parent to effect the foregoing.
Release of Collateral and Guarantors. Administrative Agent and the Participants acknowledge and agree that Lessee shall be a third party beneficiary of Section 5.2 of the Rent Assignment Agreement with respect to the provisions set forth therein regarding the release of Liens and the Guaranty and related matters specified in such section and any similar provisions contained in the Assignment of Leases.
Release of Collateral and Guarantors. The Lenders hereby authorize the Administrative Agent to enter into any agreement or execute any document evidencing the release of any liens and security interests in connection with any sale or other disposition of Collateral permitted hereunder or to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such Property that is permitted by Section 8.2. The Lenders hereby authorize the Administrative Agent to enter into any agreement or execute any document evidencing the release of any Guarantor from its obligations under this Credit Agreement and the other Loan Documents if such Person ceases to be a Subsidiary as a result of a transactions not prohibited hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 12.13.
Release of Collateral and Guarantors. (a) Any Lien on any Collateral granted to or held by, and any Guaranty of a Guarantor of the Obligations to, the Administrative Agent and/or the Security Trustee under any Credit Document shall automatically be released, terminated and discharged (as used in this Section 11.21, “released”) without the need for any further action by any Person: (i) upon Security Termination, (ii) with respect to any such Lien, in the event that any asset constituting Collateral is, or is to be, Disposed of as part of, or in connection with, any transaction not prohibited hereunder or under any other Credit Document or (iii) to the extent approved, authorized or ratified in writing in accordance with Section 11.11.
(b) In addition, the Security Trustee and/or the Administrative Agent, as applicable, shall, without the need for any further action by any Person, subordinate or release any Lien on any Collateral granted to or held by the Security Trustee and/or the Administrative Agent, respectively, under any Credit Document to the holder of any Permitted Lien described in Section 7.2(g).
(c) In the case of any release or subordination described in this Section 11.21, the Administrative Agent and/or the Security Trustee, as applicable, shall, at the Borrower’ expense, promptly execute and deliver to the applicable Credit Party such documents as such Credit Party or the Borrower may reasonably request to evidence such release or subordination and take such additional actions as may from time to time be reasonably requested by the applicable Credit Party or the Borrower to effect the foregoing.
Release of Collateral and Guarantors. Subject to the prior written approval of Ex-Im Bank, the Bank hereby agrees to release, or cause to be released, the Liens held by it under the International Loan Documents and the Guaranty upon payment in full in cash of all the Obligations (other than unasserted contingent and indemnification obligations), termination of the Commitment and reduction of the Letter of Credit Outstandings to zero (or the making of other arrangements satisfactory to the Bank).
Release of Collateral and Guarantors. Except for sales of assets permitted by Section 7.2.7, as a result of any merger or consolidation permitted by Section 7.2.6, or as Agent is authorized to do under Section 9.2.3, release any Collateral consisting of capital stock or other ownership interests of each Borrower or any Subsidiary or substantially all of the assets of any Loan Party, or any other security for any of the Loan Parties’ Obligations or release all or substantially all of the Guarantors; or
Release of Collateral and Guarantors. The Lenders hereby authorize the Administrative Agent to enter into any agreement or execute any document evidencing the release of any liens and security interests in connection with any sale or other disposition of Collateral permitted hereunder or to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such Property that is permitted by Section
Release of Collateral and Guarantors. The Lenders hereby irrevocably authorize the Administrative Agent, at its option and direction, to release (i) any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder and (ii) any property of a Loan Party from the Liens created by the Loan Documents if such property is Disposed of in a transaction permitted hereunder and the Administrative Agent shall, upon request of the Borrower, deliver such release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.
Release of Collateral and Guarantors. Administrative Agent and the Participants acknowledge and agree that Lessee shall be a third party beneficiary of Section 6.2 of the Loan Agreement with respect to the provisions set forth therein regarding the release of Liens and the Guaranty. In Witness Whereof, the parties hereto have caused this Amended and Restated Participation Agreement to be duly executed by their respective officers or other authorized signatories thereunto duly authorized as of the day and year first above written. Old Saw Mill Holdings LLC, as Lessee By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Treasurer BA Leasing BSC, LLC, as Lessor By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Vice President Bank of America, N.A., not in its individual capacity, except as expressly stated herein, but solely as Administrative Agent By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President [Lenders’ signature pages to the Amended and Restated Participation Agreement are on file with the Lessee and the Administrative Agent]
