Release of Guarantees and Collateral Sample Clauses

Release of Guarantees and Collateral. If the Borrower shall wish to effect the release of any Collateral or any Guarantee, it shall give notice thereof to the Administrative Agent. Upon receipt of such notice, the Administrative Agent shall request the Lenders to give notice to the Administrative Agent in writing of their approval or disapproval of the requested release. If Lenders whose Percentages aggregate at least 75% approve such request, the Administrative Agent shall give written notice of such approval to the Borrower, and such release may thereafter be effected without violation of this Agreement. For avoidance of doubt, no approval of the Requisite Lenders shall be necessary to effect the release of any Collateral which is the subject of any Asset Sale permitted by subsection 6.6.
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Release of Guarantees and Collateral. If (i) any Guarantor or any of its successors in interest shall cease to be a Subsidiary as a result of a transaction permitted hereunder or (ii) if any Guarantor is merged, liquidated, dissolved or consolidated into another Guarantor or its assets are sold as permitted under the terms of the Loan Documents and, in the case of such liquidation, dissolution or sale the assets of such Guarantor or the proceeds thereof, as applicable, are distributed in accordance with the Loan Documents or, if the Loan Documents do not provide for such distribution, to (x) the Borrower or (y) the Subsidiary of the Borrower holding all of the Equity Interests of such Person or into which such Person is dissolved or liquidated, the Administrative Agent shall execute and deliver to the Borrower, at the Borrower’s expense, all documents that the Borrower shall reasonably request to evidence the release of such obligations of such Guarantor under the Guaranty and the Liens securing such obligations.
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Release of Guarantees and Collateral. Subject to the terms of the Security Trust and Intercreditor Deed, the Guarantee of the Senior Notes by any Guarantor under this Indenture, and the Transaction Security that secures such Guarantor's obligation under the Guarantee of the Senior Notes, shall be released upon a sale or other disposition of all of the Equity Interests of such Guarantor by the Issuer or a Subsidiary of the Issuer, in compliance, to the extent applicable, with Section 4.03 (Asset Sales). In addition, subject to the terms of the Security Trust and Intercreditor Deed, each of the Guarantors shall be discharged from its obligations in respect of its Guarantee of the Senior Notes in the circumstances set forth in Section 9.01 (Satisfaction and Discharge). Subject to the terms of the Security Trust and Intercreditor Deed, the Transaction Security shall be released upon the sale or other disposition of the assets constituting such Transaction Security by the Issuer or any of its Subsidiaries in compliance, to the extent applicable, with Section 4.03 (Asset Sales). Notwithstanding the foregoing, the Guarantee of the Senior Notes by MCHI and any Transaction Security related thereto shall be released at the request of the Issuer upon certification provided by the Issuer to the Security Trustee, the Trustee and Junior Note Trustee that, subject to such releases, MCHI has completed all distributions to the stockholders of MCHI pursuant to and in accordance with the MCHI Plan of Liquidation and Dissolution.
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Release of Guarantees and Collateral. As of the Amendment No. 1 Effective Date, the Lenders (a) hereby agree that all Obligations of each Guarantor and each Grantor (as defined in the Pledge Agreement) under the Credit Agreement and the other Loan Documents to which it is a party are hereby released and terminated and, without limiting the foregoing, the Pledge Agreement and the security interests and other liens granted thereunder to or in favor of the Collateral Agent for the benefit of the Lenders, shall be released and terminated and the Grantors shall cease to have any rights and obligations thereunder, all without further action by any Person necessary to give effect thereto, and (b) hereby direct and authorize the Collateral Agent (i) to execute and/or deliver (as applicable) Uniform Commercial Code termination statements (and, to the extent permitted under the Uniform Commercial Code in effect in any relevant jurisdiction, the Lenders and the Collateral Agent hereby authorize the Borrower and its counsel and other designees, without further notice, to prepare and file such termination statements at any time from and after the Amendment No. 1 Effective Date) and such other instruments of release pertaining to such security interests and other liens as the Borrower may reasonably request to effectuate, or reflect of public record, such release of all such security interests and liens and (ii) to surrender to the Borrower any and all possessory Collateral heretofore delivered to the Collateral Agent by the Borrower or any of its Subsidiaries pursuant to the Pledge Agreement, all without recourse to or warranty by the Collateral Agent, the Lenders and the Administrative Agent. By their execution and delivery of this Amendment, the Subsidiaries of the Borrower that are Guarantors and Grantors hereby acknowledge and agree to the terms of this Amendment and the releases under this Section. The parties hereto agree that, notwithstanding anything herein to the contrary, effective as of the Amendment No. 1 Effective Date, the Guarantors shall cease to be parties to the Credit Agreement and have any rights and obligations thereunder.
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Release of Guarantees and Collateral. Subject to the satisfaction of the Protective Conditions, all guarantees provided, or collateral posted, by Executive in respect of indebtedness of the Company and its affiliates, as set forth on Exhibit 3 (the “Guarantees” and the “Collateral,” respectively) shall be released by (a) the Company and its affiliates, and (b) all counter-parties thereto within ten (10) days following the Separation Date. Until such time as all Guarantees and Collateral as set forth on Exhibit 3, are released by the Company and all counter-parties thereto, the Company shall (a) indemnify and hold harmless Executive from and against any and all Claims (defined in Section 10.1 below) based upon, arising from or with respect to the Guarantees and the Collateral in accordance with Section 9 of this Separation Agreement, and (b) be the primary obligor of all such indebtedness and other obligations.
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Release of Guarantees and Collateral. All of the Facility Guarantees (other than those executed by Subsidiaries of the Borrower) and all Liens required by this ARTICLE VII will be released, at Borrower's cost and expense, upon the payment and performance in full of the Obligations, except, in the case of Liens encumbering the Borrowing Base Properties, to the extent that such Liens are carried forward to secure any credit facility which may be provided by, through or under Agent or any Bank which is used to refinance the Obligations. Borrower acknowledges that neither Agent, nor any Bank nor any of their Affiliates has provided any commitment for any such financing and that any election by Agent, any Bank or any of their Affiliates to provide any such financing shall be made in their sole and absolute discretion. Provided that no Default or Event of Default has occurred which is continuing, all of the Facility Guarantees (other than those executed by Subsidiaries of the Borrower) and all pledges of the issued and outstanding capital stock of Borrower and MSR shall be canceled and released upon the satisfaction of each of the following conditions: (a) a reduction in the Outstanding Credit to an amount equal or below the amount of the Conforming Borrowing Base, and (b) the execution and delivery by Borrower, Agent and each Bank of a letter agreement in form and substance acceptable to Agent and each Bank pursuant to which the Borrowing Base is reduced to the amount of the Conforming Borrowing Base then in effect.
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Release of Guarantees and Collateral. (a) A Guarantor shall be automatically released from its Transaction Guarantee in the circumstances set forth in Section 2(c) of the Guarantee Agreement. (b) All the Transaction Guarantees will be automatically released when all the Release Conditions (as defined in the Guarantee Agreement) are satisfied (subject to reinstatement as set forth in the Guarantee Agreement). (c) The Transaction Liens granted by a Guarantor pursuant to a Pledge Agreement shall terminate upon the earlier of (i) the release of its Transaction Guarantee pursuant to Section 2(c) of the Guarantee Agreement and (ii) the satisfaction of all of the Ratings Release Conditions (as defined in such Pledge Agreement) (subject to reinstatement as set forth in Section 5.12). (d) The Transaction Liens granted by the Borrower pursuant to a Pledge Agreement shall terminate upon the earlier of (i) the satisfaction of all of the Release Conditions (as defined in such Pledge Agreement) and (ii) the satisfaction of all of the Ratings Release Conditions (as defined in such Pledge Agreement) (subject to reinstatement as set forth in Section 5.12). (e) The Transaction Liens granted by each Domestic Subsidiary pursuant to the Security Agreement or a Mortgage shall terminate upon the earlier of (i) the satisfaction of all of the Release Conditions (as defined in the Security Agreement) and (ii) the satisfaction of all of the Ratings Release Conditions (as defined in the Security Agreement) (subject to reinstatement as set forth in Section 5.12). (f) The Administrative Agent shall be fully protected in relying upon a certificate of a Financial Officer of the Borrower as to whether the Ratings Release Conditions are satisfied under any Security Document.
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Release of Guarantees and Collateral. If (i) any Guarantor or US Subsidiary Borrower or any of their successors in interest shall cease to be a Restricted Subsidiary as a result of a transaction permitted hereunder or (ii) if any Guarantor or US Subsidiary Borrower is merged, liquidated, dissolved or consolidated into another Guarantor or US Subsidiary Borrower or its assets are sold as permitted under the terms of the Loan Documents and, in the case of such liquidation, dissolution or sale the assets of such Guarantor or US Subsidiary Borrower or the proceeds thereof, as applicable, are distributed in accordance with the Loan Documents or, if the Loan Documents do not provide for such distribution, to (x) the Company or (y) the Subsidiary of the Company holding all of the Equity Interests of such Person or into which such Person is dissolved or liquidated, each applicable Administrative Agent shall execute and deliver to the Borrowers, at the Borrowers’ expense, all documents that the Borrowers shall reasonably request to evidence the release of such obligations of such Guarantor under the Guaranty (and in the case of a US Subsidiary Borrower, under this Agreement) and the Liens securing such obligations.
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Related to Release of Guarantees and Collateral

  • Release of Guarantees (a) Concurrently with the payment in full of all of the Securities, the Guarantors shall be released from and relieved of their obligations under this Article Twelve. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made by the Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of the Guarantors from their obligations. If any of the Guaranteed Obligations are revived and reinstated after the termination of this Guarantee, then all of the obligations of the Guarantors under this Guarantee shall be revived and reinstated as if this Guarantee had not been terminated until such time as the Guaranteed Obligations are again terminated, and the Guarantors shall enter into an amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival and reinstatement. (b) Upon the sale or disposition of all the Capital Stock owned by the Company of a Guarantor (by merger or otherwise) to a Person other than the Company or any other Guarantor and which sale or disposition is otherwise in compliance with the terms of this Indenture, such Guarantor shall be deemed released from all obligations under this Article Twelve; provided, however, that any such termination upon such sale or disposition shall occur if and only to the extent that all obligations of such Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, indebtedness of the Company or any other Guarantor shall also terminate upon such sale or disposition. Upon the delivery by the Company to the Trustee of an Officers’ Certificate and, if requested by the Trustee, an Opinion of Counsel to the effect that the transaction giving rise to the release of such obligations was made in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations. Any Guarantor not so released remains liable for the full amount of principal of (and premium, if any) and interest on the Securities as provided in this Article Twelve.

  • Releases of Guarantees and Liens (a) Notwithstanding anything to the contrary contained herein or in any other Credit Document, the Collateral Agent is hereby irrevocably authorized by each Secured Party (without requirement of notice to or consent of any Secured Party except as expressly required by Section 13.01) to take, and shall take, any action requested by the Borrower having the effect of releasing any Collateral or Guarantee Obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Credit Document or that has been consented to in accordance with Section 13.01 or (ii) under the circumstances described in paragraph (b) below. (b) At such time as (A) (i) the Loans and the other Obligations (other than Unasserted Contingent Obligations) shall have been paid in full and (ii) the Commitments have been terminated or (B) any item of Collateral (including, without limitation, as a result of a Disposition of a Subsidiary that owns Collateral) is subject to a Disposition permitted under this Agreement, such Collateral shall automatically be released from the Liens and security interests created by the Security Documents, and the Security Documents and, with respect to the happening of the event described in clauses (A)(i) and (ii), all obligations (other than those expressly stated to survive such termination) of the Collateral Agent and each Credit Party under the Security Documents shall terminate, all without delivery of any instrument or performance of any act by any Person. (c) Upon request by the Collateral Agent at any time, the Required Lenders will confirm in writing the Collateral Agent’s authority to release its interest in particular types or items of property, or to release any Guarantee Obligations pursuant to this Section 13.19. In each case as specified in this Section 13.19, the Collateral Agent will (and each Lender irrevocably authorizes the Collateral Agent to), at the Borrower’s expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such item of Collateral or Guarantee Obligation from the assignment and security interest granted under the Security Documents, in each case in accordance with the terms of the Credit Documents and this Section 13.19.

  • Release of Guaranties Prior to the Closing Date, Seller and Buyer shall cooperate and shall use their respective reasonable best efforts to, effective as of the Closing Date, terminate or cause to be terminated, in each case without obligation or liability on the part of Seller or any of its Affiliates (other than the Sold Companies) (collectively, the "Seller Guarantors"), or cause Buyer or one of its Affiliates to be substituted for such Seller Guarantor, in respect of all liabilities and obligations of the Seller Guarantors under guarantees of or relating primarily to obligations or liabilities (including under any Contract or letter of credit or relating to any Leased Real Property) of the Business and the Sold Companies, including those listed on Schedule 5.13 (the "Guaranties"). In the event the foregoing actions are not completed by the Closing Date, then Buyer shall indemnify and hold harmless the Seller Guarantors from and against all Losses incurred by any such Person as a result of such failure and from and against any continuing obligations and liabilities under any such Guaranties, except for Losses arising from any acts or omissions of a Seller Guarantor. Moreover, Seller and Buyer shall continue to cooperate and use their respective reasonable best efforts to terminate as provided above, or cause Buyer or one of its Affiliates to be substituted in all respects for the Seller Guarantors in respect of, all obligations of the Seller Guarantors under any such Guaranties, and Buyer shall (a) indemnify and hold harmless the Seller Guarantors for any amounts which become payable under such Guaranties after Closing and (b) not and shall not permit the Business, the Sold Companies or their Affiliates to (i) renew or extend the term of or (ii) increase its obligations under, or transfer to another third party, any loan, lease, Contract or other obligation for which any Seller Guarantor is liable under such Guaranty unless the Buyer, the Sold Companies or their respective Affiliates are substituted in all respects for the Seller Guarantors, and the Seller Guarantors are released in respect of all obligations of the Seller Guarantors, under such Guaranties. To the extent that any Seller Guarantor has performance obligations under any such Guaranty, Buyer shall use reasonable best efforts to (x) perform, or cause its Affiliates to perform, such obligations on behalf of such Seller Guarantor or (y) otherwise take such action as reasonably requested by Seller so as to put such Seller Guarantor in the same position as if Buyer or one of its Affiliates, and not such Seller Guarantor, had performed or were performing such obligations, in each case after Closing. To fulfill the obligations of Buyer under this Section 5.13, Buyer shall not be obligated to pay any consent fee or similar payment.

  • Release of Guarantee This Guarantee shall be released in accordance with Section 10.2 of the Indenture.

  • Subordination of Guarantees The obligations of each Subsidiary Guarantor under its Guarantee pursuant to this Article 11 shall be junior and subordinated to the prior payment in full in cash of all Senior Debt and Guarantor Senior Debt (including interest after the commencement of any proceeding of the type described in Section 10.02 with respect to such Subsidiary Guarantor at the rate specified in the applicable Guarantor Senior Debt, whether or not such interest would be an allowed claim in such proceeding) of such Subsidiary Guarantor, in each case on the same basis as the Notes are junior and subordinated to Senior Debt, mutatis mutandis. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Subsidiary Guarantors only at such times as they may receive and/or retain payments and distributions in respect of the Notes pursuant to this Indenture, including Article 10 hereof.

  • Subordination of Guarantee The guarantee and other liabilities and obligations of the Depositor under this Agreement shall constitute unsecured obligations of the Depositor and shall rank subordinate and junior in right of payment to all Senior Indebtedness (as defined in the Indenture) of the Depositor to the extent and in the manner set forth in the Indenture with respect to the Debentures, and the provisions of Article XIII of the Indenture will apply, mutatis mutandis, to the obligations of the Depositor hereunder. The obligations of the Depositor hereunder do not constitute Senior Indebtedness (as defined in the Indenture) of the Depositor.

  • Release of Guaranty The Note Guaranty of each Guarantor will terminate upon: (i) a sale or other disposition (including by way of consolidation or merger) of the applicable Guarantor or the sale or disposition of all or substantially all the assets of such Guarantor (in each case other than to the Issuer or a Subsidiary) otherwise permitted by this Indenture; or (ii) defeasance or discharge of the Notes, as provided in Article 8, subject to those obligations of the applicable Guarantor that shall survive defeasance or discharge. Upon delivery by the Issuer to the Trustee of an Officer’s Certificate and an Opinion of Counsel to the foregoing effect, the Trustee will execute any documents reasonably requested by the Issuer in writing in order to evidence the release of the applicable Guarantor from its obligations under its Note Guaranty.

  • Limitation of Guarantee The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Federal or state law. Each Guarantor that makes a payment or distribution under a Guarantee shall be entitled to a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each Guarantor.

  • Reaffirmation of Guaranties The Credit Parties signatory hereto hereby reaffirm their Guaranties of the Obligations, taking into account the provisions of this Amendment.

  • Limitation of Guaranty Any term or provision of this Guaranty or any other Loan Document to the contrary notwithstanding, the maximum aggregate amount for which any Guarantor shall be liable hereunder shall not exceed the maximum amount for which such Guarantor can be liable without rendering this Guaranty or any other Loan Document, as it relates to such Guarantor, subject to avoidance under applicable Requirements of Law relating to fraudulent conveyance or fraudulent transfer (including the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act and Section 548 of title 11 of the United States Code or any applicable provisions of comparable Requirements of Law) (collectively, “Fraudulent Transfer Laws”). Any analysis of the provisions of this Guaranty for purposes of Fraudulent Transfer Laws shall take into account the right of contribution established in Section 2.3 and, for purposes of such analysis, give effect to any discharge of intercompany debt as a result of any payment made under the Guaranty.

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