Common use of Release of Guarantors and Borrowers Clause in Contracts

Release of Guarantors and Borrowers. Notwithstanding anything in Section 10.01(g) to the contrary, so long as no Event of Default has occurred and is continuing, (i) a Guarantor or a Borrower that is a Subsidiary shall automatically be released from its obligations hereunder, its Facility Guaranty and each other applicable Loan Document upon the consummation of any transaction permitted hereunder as a result of which such Guarantor or Borrower ceases to be a Subsidiary of the Lead Borrower and (ii) if a Guarantor or Borrower is or becomes an Immaterial Subsidiary, and such release would not result in any Immaterial Subsidiary being required pursuant to Section 6.12(d) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Guarantors or Borrowers hereunder and the provisions of Section 6.12(d) are satisfied upon giving effect to all such additions and releases), such Guarantor or Borrower shall be automatically released from its obligations hereunder, its Facility Guaranty and each other applicable Loan Document upon notification thereof from the Lead Borrower to the Agent. In connection with any such release, the Agent shall execute and deliver to any Guarantor or Borrower that is a Subsidiary, at such Guarantor’s or Borrower’s expense, all documents that such Guarantor or Borrower shall reasonably request to evidence termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 11.12 shall be without recourse to or warranty by the Agent.

Release of Guarantors and Borrowers. Notwithstanding anything in Section 10.01(g) to the contrary, so long as no Event of Default has occurred and is continuing, contrary (i) a Guarantor or a Borrower that is a Subsidiary shall automatically be released from its obligations hereunder, hereunder and its Facility Guaranty and each other applicable Loan Document obligations as a Borrower shall be automatically released upon the consummation of any transaction permitted hereunder as a result of which such Guarantor or Borrower ceases to be a Subsidiary of the Lead Borrower and (ii) so long as no Event of Default has occurred and is continuing, if a Guarantor or Borrower is or becomes an Immaterial Subsidiary, and such release would not result in any Immaterial Subsidiary being required pursuant to Section 6.12(d) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Guarantors or Borrowers hereunder and the provisions of Section 6.12(d) are satisfied upon giving effect to all such additions and releases), such Guarantor or Borrower shall be automatically released from its obligations hereunder, hereunder and its Facility Guaranty and each other applicable Loan Document obligations as a Borrower shall be automatically released upon notification thereof from the Lead Borrower to the Agent. In connection with any such release, the Agent shall execute and deliver to any Guarantor or Borrower that is a Subsidiary, at such Guarantor’s or Borrower’s expense, all documents that such Guarantor or Borrower shall reasonably request to evidence termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 11.12 shall be without recourse to or warranty by the Agent.

Release of Guarantors and Borrowers. Notwithstanding anything Subject in each case to Section 10.01(g) to 6.12, the contrary, so long as no Event of Default has occurred and is continuing, Lenders hereby irrevocably agree that (i) a Guarantor or a Borrower that is a Subsidiary the Guarantors shall automatically be released from its obligations hereunder, its Facility the Guaranty and each other applicable Loan Document upon the consummation of any transaction permitted hereunder as resulting in a result of which such Guarantor or Borrower ceases Person ceasing to be constitute a Subsidiary (including in connection with any designation of an Unrestricted Subsidiary), or, in the case of Holdings, upon notice to the Administrative Agent that a Permitted Reorganization has occurred and that a Replacement Entity will be substituted as “Holdings” under the terms of the Lead Borrower Loan Documents in accordance with the terms hereof and (ii) if any Borrower, upon notice to the Administrative Agent that a Permitted Reorganization has occurred and/or in connection with any other transaction permitted by Section 7.04, so long as the successor or transferee entity for such Borrower is substituted as a “Borrower” under the terms of the Loan Documents in accordance with the terms hereof. The Lenders hereby authorize the Administrative Agent to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Borrower is pursuant to the foregoing provisions of this paragraph, all without the further consent or becomes an Immaterial Subsidiaryjoinder of any Lender. Any representation, and such release would not result warranty or covenant contained in any Immaterial Subsidiary being required pursuant Loan Document relating to Section 6.12(d) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Guarantors or Borrowers hereunder and the provisions of Section 6.12(d) are satisfied upon giving effect to all such additions and releases), any such Guarantor or Borrower shall no longer be automatically released from its obligations hereunder, its Facility Guaranty and each other applicable Loan Document upon notification thereof from the Lead Borrower deemed to be repeated. (b) Notwithstanding anything to the contrary contained herein or any other Credit Document, when all Obligations (other than (i) Hedging Obligations, (ii) obligations under Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to the L/C Issuer, upon request of the Borrower Agent. In connection with any such release, the Administrative Agent shall execute (without notice to, or vote or consent of, any Lender) take such actions as to release all obligations under any Loan Document, whether or not on the date of such release there may be any (i) Hedging Obligations, (ii) obligations under Cash Management Agreements and deliver to (iii) any Guarantor contingent obligations or Borrower that is a Subsidiary, at such Guarantor’s or Borrower’s expense, all documents that such Guarantor or Borrower shall reasonably request to evidence termination or releasecontingent indemnification obligations not then due and payable. Any execution 135 Xxxxx Xxxxxx Amended and delivery of documents pursuant to the preceding sentence of this Section 11.12 shall be without recourse to or warranty by the Agent.Restated Credit and Guaranty Agreement NYDOCS03/1067767.15

Release of Guarantors and Borrowers. Notwithstanding anything (a) Subject in each case to Section 10.01(g) to 6.12, the contrary, so long as no Event of Default has occurred and is continuing, Lenders hereby irrevocably agree that (i) a Guarantor or a Borrower that is a Subsidiary the Guarantors shall automatically be released from its obligations hereunder, its Facility the Guaranty and each other applicable Loan Document upon the consummation of any transaction permitted hereunder resulting in a Person ceasing to constitute a Subsidiary (including in connection with any designation of an Unrestricted Subsidiary), or, in the case of Holdings, upon notice to the Administrative Agent that a Permitted Reorganization has occurred and that a Replacement Entity will be substituted as “Holdings” under the terms of the Loan Documents in accordance with the terms hereof and (ii) any Borrower, upon notice to the Administrative Agent that a Permitted Reorganization has occurred and/or in connection with any other transaction permitted by Section 7.04, so long as the successor or transferee entity for such Borrower is substituted as a “Borrower” under the terms of the Loan Documents in accordance with the terms hereof. Notwithstanding the foregoing or anything to the contrary in this Agreement, the release of any Guarantor under this Section 11.21 or otherwise hereunder shall only be permitted if (x) no Default shall have occurred and be continuing or would result of therefrom, (y) the permitted transaction pursuant to which such Guarantor or Borrower ceases to be a Subsidiary is consummated with a bona fide third-party that is not an Affiliate of the Lead Borrower Holdings or any Loan Party and (iiz) if any such permitted transaction or series of related permitted transactions is not undertaken or consummated for the primary purpose of effecting the release of any Guarantor from the Guaranty in accordance with the terms hereof. Holdings shall deliver, or cause to be delivered, to the Administrative Agent a Responsible Officer’s certificate, each to the effect that the release of any Guarantor from the Guaranty complies with the requirements set forth in the foregoing sentence. The Lenders hereby authorize the Administrative Agent to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Borrower is pursuant to the foregoing provisions of this paragraph, all without the further consent or becomes an Immaterial Subsidiaryjoinder of any Lender. Any representation, and such release would not result warranty or covenant contained in any Immaterial Subsidiary being required pursuant Loan Document relating to Section 6.12(d) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Guarantors or Borrowers hereunder and the provisions of Section 6.12(d) are satisfied upon giving effect to all such additions and releases), any such Guarantor or Borrower shall no longer be automatically released from its obligations hereunder, its Facility Guaranty and each other applicable Loan Document upon notification thereof from the Lead Borrower deemed to be repeated. (b) Notwithstanding anything to the Agentcontrary contained herein or any other Loan Document, when all Obligations (other than (i) Hedging Obligations, (ii) obligations under Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable) have been paid in full, all Commitments have terminated or expired the Administrative Agent shall (without notice to, or vote or consent of, any Lender) take such actions as to release all obligations under any Loan Document, whether or not on the date of such release there may be any (i) Hedging Obligations, (ii) obligations under Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable. In connection with Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any such releaseportion 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 Borrowers or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Agent shall execute and deliver to Borrowers or any Guarantor or Borrower that is a Subsidiaryany substantial part of its property, at such Guarantor’s or Borrower’s expenseotherwise, all documents that as though such Guarantor or Borrower shall reasonably request to evidence termination or releasepayment had not been made. Any execution 133 Xxxxx Xxxxxx Credit and delivery of documents pursuant to the preceding sentence of this Section 11.12 shall be without recourse to or warranty by the Agent.Guaranty Agreement AMERICAS/2024027744.12 4860-7476-1089.6

Release of Guarantors and Borrowers. Notwithstanding anything (a) Subject in each case to Section 10.01(g) to 6.12, the contrary, so long as no Event of Default has occurred and is continuing, Lenders hereby irrevocably agree that (i) a Guarantor or a Borrower that is a Subsidiary the Guarantors shall automatically be released from its obligations hereunder, its Facility the Guaranty and each other applicable Loan Document upon the consummation of any transaction permitted hereunder as resulting in a result of which such Guarantor or Borrower ceases Person ceasing to be constitute a Subsidiary (including in connection with any designation of an Unrestricted Subsidiary), or, in the case of Holdings, upon notice to the Administrative Agent that a Permitted Reorganization has occurred and that a Replacement Entity will be substituted as “Holdings” under the terms of the Lead Borrower Loan Documents in accordance with the terms hereof and (ii) if any Borrower, upon notice to the Administrative Agent that a Permitted Reorganization has occurred and/or in connection with any other transaction permitted by Section 7.04, so long as the successor or transferee entity for such Borrower is substituted as a “Borrower” under the terms of the Loan Documents in accordance with the terms hereof. The Lenders hereby authorize the Administrative Agent to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Borrower is pursuant to the foregoing provisions of this paragraph, all without the further consent or becomes an Immaterial Subsidiaryjoinder of any Lender. Any representation, and such release would not result warranty or covenant contained in any Immaterial Subsidiary being required pursuant Loan Document relating to Section 6.12(d) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Guarantors or Borrowers hereunder and the provisions of Section 6.12(d) are satisfied upon giving effect to all such additions and releases), any such Guarantor or Borrower shall no longer be automatically released from its obligations hereunder, its Facility Guaranty and each other applicable Loan Document upon notification thereof from the Lead Borrower deemed to be repeated. (b) Notwithstanding anything to the contrary contained herein or any other Credit Document, when all Obligations (other than any contingent obligations or contingent indemnification obligations not then due and payable) have been paid in full and all Commitments have terminated or expired, upon request of the Borrower Agent. In connection with any such release, the Administrative Agent shall execute (without notice to, or vote or consent of, any Lender) take such actions as to release all obligations under any Loan Document, whether or not on the date of such release there may be any contingent obligations or contingent indemnification obligations not then due and deliver payable. Any such release of Obligations shall be deemed subject to the provision that such Obligations shall be reinstated if after such release any 115 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 Borrowers or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrowers or any Guarantor or Borrower that is a Subsidiaryany substantial part of its property, at such Guarantor’s or Borrower’s expenseotherwise, all documents that as though such Guarantor or Borrower shall reasonably request to evidence termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 11.12 shall be without recourse to or warranty by the Agentpayment had not been made.

Release of Guarantors and Borrowers. Notwithstanding anything in Section 10.01(g) to the contrary, so long as no Event of Default has occurred and is continuing, (i) a Guarantor or a Borrower that is a Subsidiary shall automatically be released from its obligations hereunder, its Facility Guaranty and each other applicable Loan Document upon the consummation of any transaction permitted hereunder as a result of which such Guarantor or Borrower ceases to be a Subsidiary of the Lead Borrower and (ii) if a Guarantor or Borrower is or becomes an Immaterial Subsidiary, and such release would not result in any Immaterial Subsidiary being required pursuant to Section 6.12(d6.12(c) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Guarantors or Borrowers hereunder and the provisions of Section 6.12(d6.12(c) are satisfied upon giving effect to all such additions and releases), such Guarantor or Borrower shall be automatically released from its obligations hereunder, its Facility Guaranty and each other applicable Loan Document upon notification thereof from the Lead Borrower to the Agent. In connection with any such release, the Agent shall execute and deliver to any Guarantor or Borrower that is a Subsidiary, at such Guarantor’s or Borrower’s expense, all documents that such Guarantor or Borrower shall reasonably request to evidence termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 11.12 shall be without recourse to or warranty by the Agent.

Release of Guarantors and Borrowers. Notwithstanding anything in Section 10.01(g) to the contrary, so long as no Event of Default has occurred and is continuing, (i) a Guarantor or a Borrower that is a Subsidiary shall automatically be released from its obligations hereunder, its Facility Guaranty and each other applicable Loan Document upon the consummation of any transaction permitted hereunder as a result of which such Guarantor or Borrower ceases to be a Subsidiary of the Lead Borrower and (ii) if a Guarantor or Borrower is or becomes an Immaterial Subsidiary, and such release would not result in any Immaterial Subsidiary being required pursuant to Section 6.12(d6.12(dc) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Guarantors or Borrowers hereunder and the provisions of Section 6.12(d6.12(dc) are satisfied upon giving effect to all such additions and releases), such Guarantor or Borrower shall be automatically released from its obligations hereunder, its Facility Guaranty and each other applicable Loan Document upon notification thereof from the Lead Borrower to the Agent. In connection with any such release, the Agent shall execute and deliver to any Guarantor or Borrower that is a Subsidiary, at such Guarantor’s or Borrower’s expense, all documents that such Guarantor or Borrower shall reasonably request to evidence termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 11.12 shall be without recourse to or warranty by the Agent.

Release of Guarantors and Borrowers. Notwithstanding anything (a) Subject in each case to Section 10.01(g) to 6.12, the contrary, so long as no Event of Default has occurred and is continuing, Lenders hereby irrevocably agree that (i) a Guarantor or a Borrower that is a Subsidiary the Guarantors shall automatically be released from its obligations hereunder, its Facility the Guaranty and each other applicable Loan Document upon the consummation of any transaction permitted hereunder resulting in a Person ceasing to constitute a Subsidiary (including in connection with any designation of an Unrestricted Subsidiary), or, in the case of Holdings, upon notice to the Administrative Agent that a Permitted Reorganization has occurred and that a Replacement Entity will be substituted as “Holdings” under the terms of the Loan Documents in accordance with the terms hereof and (ii) any Borrower, upon notice to the Administrative Agent that a Permitted Reorganization has occurred and/or in connection with any other transaction permitted by Section 7.04, so long as the successor or transferee entity for such Borrower is substituted as a “Borrower” under the terms of the Loan Documents in accordance with the terms hereof. Notwithstanding the foregoing or anything to the contrary in this Agreement, the release of any Guarantor under this Section 11.21 or otherwise hereunder shall only be permitted if (x) no Default shall have occurred and be continuing or would result of therefrom, (y) the permitted transaction pursuant to which such Guarantor or Borrower ceases to be a Subsidiary is consummated with a bona fide third-party that is not an Affiliate of the Lead Borrower Holdings or any Loan Party and (iiz) if any such permitted transaction or series of related permitted transactions is not undertaken or consummated for the primary purpose of effecting the release of any Guarantor from the Guaranty in accordance with the terms hereof. Holdings shall deliver, or cause to be delivered, to the Administrative Agent a Responsible Officer’s certificate, each to the effect that the release of any Guarantor from the Guaranty complies with the requirements set forth in the foregoing sentence. The Lenders hereby authorize the Administrative Agent to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Borrower is pursuant to the foregoing provisions of this paragraph, all without the further consent or becomes an Immaterial Subsidiaryjoinder of any Lender. Any representation, and such release would not result warranty or covenant contained in any Immaterial Subsidiary being required pursuant Loan Document relating to Section 6.12(d) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other Immaterial Subsidiaries become Guarantors or Borrowers hereunder and the provisions of Section 6.12(d) are satisfied upon giving effect to all such additions and releases), any such Guarantor or Borrower shall no longer be automatically released from its obligations hereunder, its Facility Guaranty and each other applicable Loan Document upon notification thereof from the Lead Borrower deemed to be repeated. (b) Notwithstanding anything to the contrary contained herein or any other Credit Document, when all Obligations (other than (i) Hedging Obligations, (ii) obligations under Cash Management Agreements and (iii) any contingent obligations or contingent indemnification obligations not then due and payable) have been paid in full, all Commitments have terminated or expired and no Letter of Credit shall be outstanding that is not Cash Collateralized or back-stopped on terms reasonably satisfactory to each L/C Issuer, upon request of the Borrower Agent. In connection with any such release, the Administrative Agent shall execute (without notice to, or vote or consent of, any Lender) take such actions as to release all obligations under any Loan Document, whether or not on the date of such release there may be any (i) Hedging Obligations, (ii) obligations under Cash Management Agreements and deliver (iii) any contingent obligations or contingent indemnification obligations not then due and payable. Any such release of Obligations shall be deemed subject to the provision that such 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 Borrowers or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrowers or any Guarantor or Borrower that is a Subsidiaryany substantial part of its property, at such Guarantor’s or Borrower’s expenseotherwise, all documents that as though such Guarantor or Borrower shall reasonably request to evidence termination or releasepayment had not been made. Any execution 149 Xxxxx Xxxxxx Credit and delivery of documents pursuant to the preceding sentence of this Section 11.12 shall be without recourse to or warranty by the Agent.Guaranty Agreement AMERICAS/2022758566.11