Common use of Release of Guarantee Obligations Clause in Contracts

Release of Guarantee Obligations. Notwithstanding anything to the contrary contained herein or any other Loan Document, when all obligations of the Borrower hereunder and under the other Loan Documents that are guaranteed under the Parent Guaranty have been paid in full, all Revolving Credit Commitments have terminated, there exist no unpaid Reimbursement Obligations and no Letter of Credit issued for the account of the Borrower shall be outstanding, upon request of the Loan Parties, the Administrative Agent shall (without notice to, or vote or consent of, any Lender) take such actions as may be required to release all Guarantee Obligations of the Parent under the Parent Guaranty. Any such release of Guarantee Obligations under the Parent Guaranty shall be deemed subject to the provision that such Guarantee Obligations under the Parent Guaranty shall be reinstated if after such release any portion of any payment in respect of the obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or the Parent, or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, the Borrower or the Parent or any substantial part of its respective property, or otherwise, all as though such payment had not been made.

Release of Guarantee Obligations. Notwithstanding anything to the contrary contained herein or any other Loan Document, when all obligations of the Borrower hereunder and under the other Loan Documents that are guaranteed under the Parent Guaranty Obligations have been paid in full, all Revolving Credit Commitments have terminated, there exist no unpaid Reimbursement Obligations full in cash and no Letter of Credit issued for the account of the Borrower shall be outstandingCommitment has terminated or expired, upon request of the Loan PartiesBorrowers, the Administrative Agent Lender shall (without notice to, or vote or consent of, any Lender) take such actions as may shall be required to release all Guarantee Obligations of the Parent guarantee obligations under the Parent Guarantyany Loan Document. Any such release of Guarantee Obligations under the Parent Guaranty guarantee obligations shall be deemed subject to the provision that such Guarantee Obligations under the Parent Guaranty guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the obligations Obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower Borrowers or the Parentany Guarantor, or upon or as a result of the appointment of a receiver, intervener intervenor or conservator of, or trustee or similar officer for, the Borrower Borrowers or the Parent any Guarantor or any substantial part of its respective propertyProperty, or otherwise, all as though such payment had not been made. Notwithstanding anything to the contrary contained herein or any other Loan Document, when any Subsidiary Guarantor has been released as a guarantor under (a) the Six Flags First Lien Guarantee and Collateral Agreement and (b) the Six Flags Second Lien Guarantee and Collateral Agreement, the Lender shall take such actions to release such Subsidiary Guarantor under the Guarantee for so long as (i) the release under the foregoing clauses (a) and (b) is not in connection with a transaction (or series of transactions) that would cause or otherwise result in (without giving effect to any applicable cure periods) a Default or Event of Default under the Loan Documents and (ii) such Subsidiary Guarantor remains so released under the Six Flags First Lien Guarantee and Collateral Agreement and the Six Flags Second Lien Guarantee and Collateral Agreement.

Release of Guarantee Obligations. Notwithstanding anything to the contrary contained herein or any other Loan Document, Document (a) when all obligations of the Borrower hereunder and under the other Loan Documents that are guaranteed under the Parent terms of the Guaranty have been paid in full, all Revolving Credit Commitments have terminated, there exist no unpaid Reimbursement Obligations and no Letter of Credit issued for the account of the Borrower shall be outstandingoutstanding or (b) so long as no Event of Default has occurred and is continuing, at such time as the aggregate outstanding principal amount of Indebtedness of Subsidiaries of OneBeacon Limited that is guaranteed by the Borrower is $70,000,000 or less (excluding (i) any series of such Indebtedness if all of such series has been defeased (including legal or covenant defeasance) or discharged and (ii) such Indebtedness to the extent it is held by the Borrower or any of its Subsidiaries), upon request of the Loan PartiesBorrower, the Administrative Agent shall (without notice to, or vote or consent of, of any Lender) take such actions as may be required to release all Guarantee Obligations of the Parent each Guarantor under the Parent any Loan Document, including, without limitation, its Guaranty. Any such release of Guarantee Obligations under the Parent Guaranty pursuant to clause (a) above shall be deemed subject to the provision that such Guarantee Obligations under the Parent Guaranty shall be reinstated as to the Guarantors at the time of such release, if after such release any portion of any payment in respect of the obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or the Parentsuch Guarantor, or upon or as a result of the appointment of a receiver, intervener intervenor or conservator of, or trustee or similar officer for, the Borrower or the Parent such Guarantor or any substantial part of its respective property, or otherwise, all as though such payment had not been made. In addition, upon the request of the Borrower, the Administrative Agent shall (without vote or consent of any Lender) so release all Guarantee Obligations of any Guarantor, if such Guarantor is merged or consolidated into another Person and such Guarantor is not the surviving Person of such merger or consolidation, or such Guarantor is liquidated, wound-up or dissolved, or such Guarantor otherwise ceases to be a Subsidiary of the Borrower; provided, however, that (x) the surviving Person of any such merger or consolidation is, or any assets transferred in connection with such liquidation, winding-up or dissolution are transferred to, a Guarantor (including a Subsidiary of the Borrower that becomes a Guarantor in connection with such transaction) or a Subsidiary of a Guarantor (including a Person that will become a Subsidiary of a Guarantor in connection with such transaction) or (y) after giving effect to any such merger, consolidation, liquidation, winding-up, dissolution, or cessation of such Guarantor’s status as a Subsidiary of the Borrower, the aggregate Consolidated Net Worth of all other Guarantors (including any Person that becomes a Guarantor or Subsidiary of a Guarantor in connection with such transaction but excluding for purposes of calculating the aggregate Consolidated Net Worth of all Guarantors any outstanding Indebtedness of the Borrower to a Guarantor (to the extent reflected as an asset of such Guarantor in the calculation of such Guarantor’s Consolidated Net Worth)) is not less than the amount then required by Section 7.1(a), on a pro forma basis as of the end of the most recently completed fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.1(a).

Release of Guarantee Obligations. Notwithstanding anything to the contrary contained herein or any other Loan Document, when all obligations of the a Borrower hereunder and under the other Loan Documents that are guaranteed under the Parent Guaranty by a Guarantor have been paid in full, all Revolving Credit Commitments have terminated, there exist no unpaid Reimbursement Obligations and no Letter of Credit issued for the account of the such Borrower shall be outstanding, upon request of the Loan PartiesBorrowers, the Administrative Agent shall (without notice to, or vote or consent of, any Lender) take such actions as may be required to release all Guarantee Obligations of the Parent such Guarantor under the Parent any Loan Document, including, without limitation, its Guaranty. Any such release of Guarantee Obligations under the Parent Guaranty shall be deemed subject to the provision that such Guarantee Obligations under the Parent Guaranty shall be reinstated if after such release any portion of any payment in respect of the obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the such Borrower or the Parentsuch Guarantor, or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, the such Borrower or the Parent such Guarantor or any substantial part of its respective property, or otherwise, all as though such payment had not been made.

Release of Guarantee Obligations. Notwithstanding anything to the contrary contained herein or any other Loan Document, when all obligations of the a Borrower hereunder and under the other Loan Documents that are guaranteed under the Parent Guaranty by a Guarantor have been paid in full, all Revolving Credit Commitments have terminated, there exist no unpaid Reimbursement Obligations expired and no Letter of Credit issued for the account of the such Borrower shall be outstanding, upon request of the Loan PartiesBorrowers, the Administrative Agent shall (without notice to, or vote or consent of, any Lender) take such actions as may shall be required to release all Guarantee Obligations guarantee obligations of the Parent such Guarantor under the Parent Guarantyany Loan Document, including, without limitation, its Guarantee. Any such release of Guarantee Obligations under the Parent Guaranty guarantee obligations shall be deemed subject to the provision that such Guarantee Obligations under the Parent Guaranty guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the such Borrower or the Parentsuch Guarantor, or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, the such Borrower or the Parent such Guarantor or any substantial part of its respective property, or otherwise, all as though such payment had not been made.

Release of Guarantee Obligations. Notwithstanding anything to the contrary contained herein or any other Loan Document, when all obligations of the Borrower hereunder and under the other Loan Documents that are guaranteed under the Parent terms of the Guaranty have been paid in full, all Revolving Credit Commitments have terminated, there exist no unpaid Reimbursement Obligations and no Letter of Credit issued for the account of the Borrower shall be outstanding, upon request of the Loan Partiesoutstanding (except for those Cash Collaterized in accordance with Section 2.23), the Administrative Agent shall upon the written request of the Borrower (without notice to, or vote or consent of, of any Lender) take such actions as may be required to release all Guarantee Obligations of the Parent each Guarantor under the Parent any Loan Document, including, without limitation, its Guaranty. Any such release of Guarantee Obligations under pursuant to the Parent Guaranty sentence above shall be deemed subject to the provision that such Guarantee Obligations under the Parent Guaranty shall be reinstated as to the Guarantors at the time of such release, if after such release any portion of any payment in respect of the obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or the Parentsuch Guarantor, or upon or as a result of the appointment of a receiver, intervener intervenor or conservator of, or trustee or similar officer for, the Borrower or the Parent such Guarantor or any substantial part of its respective property, or otherwise, all as though such payment had not been made. In addition, upon the written request of the Borrower, the Administrative Agent shall (without vote or consent of any Lender) so release all Guarantee Obligations of any Guarantor if, at the time of such requested release, no Default or Event of Default shall exist either immediately before or immediately after giving effect to such release and the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower to such effect.

Release of Guarantee Obligations. Notwithstanding anything to the contrary contained herein or any other Loan Document, when all obligations of the a Borrower hereunder and under the other Loan Documents that are guaranteed under the Parent Guaranty by a Guarantor have been paid in full, all Revolving Credit Commitments have terminated, there exist no unpaid Reimbursement Obligations and no Letter of Credit issued for the account of the such Borrower shall be outstanding, upon request of the Loan PartiesBorrowers, the Administrative Agent shall (without notice to, or vote or consent of, any Lender) take such actions as may be required to release all Guarantee Obligations guarantee obligations of the Parent such Guarantor under the Parent Guarantyany Loan Document, including, without limitation, its Guarantee. Any such release of Guarantee Obligations under the Parent Guaranty guarantee obligations shall be deemed subject to the provision that such Guarantee Obligations under the Parent Guaranty guarantee obligations shall be reinstated if after such release any portion of any payment in respect of the obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the such Borrower or the Parentsuch Guarantor, or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, the such Borrower or the Parent such Guarantor or any substantial part of its respective property, or otherwise, all as though such payment had not been made.

Release of Guarantee Obligations. Notwithstanding anything to the contrary contained herein or any other Loan Document, Document (a) when all obligations of the Borrower hereunder and under the other Loan Documents that are guaranteed under the Parent terms of the Guaranty have been paid in full, all Revolving Credit Commitments have terminated, there exist no unpaid Reimbursement Obligations and no Letter of Credit issued for the account of the Borrower shall be outstandingoutstanding or (b) so long as no Event of Default has occurred and is continuing, at such time as the aggregate outstanding principal amount of Indebtedness of Subsidiaries of OneBeacon Limited that is guaranteed by the Borrower is $70,000,000 or less (excluding (i) any series of such Indebtedness if all of such series has been defeased (including legal or covenant defeasance) or discharged and (ii) such Indebtedness to the extent it is held by the Borrower or any of its Subsidiaries), upon request of the Loan PartiesBorrower, the Administrative Agent shall (without notice to, or vote or consent of, of any Lender) take such actions as may be required to release all Guarantee Obligations of the Parent each Guarantor under the Parent any Loan Document, including, without limitation, its Guaranty. Any such release of Guarantee Obligations under the Parent Guaranty pursuant to clause (a) above shall be deemed subject to the provision that such Guarantee Obligations under the Parent Guaranty shall be reinstated as to the Guarantors at the time of such release, if after such release any portion of any payment in respect of the obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower or the Parentsuch Guarantor, or upon or as a result of the appointment of a receiver, intervener intervenor or conservator of, or trustee or similar officer for, the Borrower or the Parent such Guarantor or any substantial part of its respective property, or otherwise, all as though such payment had not been made. In addition, upon the request of the Borrower, the Administrative Agent shall (without vote or consent of any Lender) so release all Guarantee Obligations of any Guarantor, if such Guarantor is merged or consolidated into another Person and such Guarantor is not the surviving Person of such merger or consolidation, or such Guarantor is liquidated, wound-up or dissolved, or such Guarantor otherwise ceases to be a Subsidiary of the Borrower; provided, however, that (x) the surviving Person of any such merger or consolidation is, or any assets transferred in connection with such liquidation, winding-up or dissolution are transferred to, a Guarantor (including a Subsidiary of the Borrower that becomes a Guarantor in connection with such transaction) or a Subsidiary of a Guarantor (including a Person that will become a Subsidiary of a Guarantor in connection with such transaction) or (y) after giving effect to any such merger, consolidation, liquidation, winding-up, dissolution, or cessation of such Guarantor’s status as a Subsidiary of the Borrower, the aggregate Consolidated Net Worth of all other Guarantors (including any Person that becomes a Guarantor or Subsidiary of a Guarantor in connection with such transaction but excluding for purposes of calculating the aggregate Consolidated Net Worth of all Guarantors any outstanding Indebtedness of the Borrower to a Guarantor (to the extent reflected as an asset of such Guarantor in the calculation of such Consolidated Net Worth)) is not less than the amount then required by Section 7.1(a), on a pro forma basis as of the end of the most recently completed fiscal quarter for which financial statements have been delivered to the Administrative Agent pursuant to Section 6.1(a).