Common use of Release of Guarantors and Security Clause in Contracts

Release of Guarantors and Security. (a) Subject to Clause 19.4(c), at the time of completion of any sale or other disposal to a person or persons outside (and which will remain outside) the Group of all of the shares in the capital of any Guarantor (or of all of the shares in any other member of the Group such that any Guarantor ceases as a result thereof to be a member of the Group) and in such other circumstances (if any) as all the Lenders may from time to time agree in writing, such Guarantor shall be released from all past, present and future liabilities (both actual and contingent and including, without limitation, any liability to any other Guarantor by way of contribution or counter-indemnity) hereunder and under the Security Documents to which it is a party (other than liabilities which it has in its capacity as a Borrower), and the security provided over its assets under such Security Documents shall be released. (b) Subject to Clause 19.4(c), at the time of completion of any sale or other disposal to a person or persons outside (and which will remain outside) the Group of any assets owned by an Obligor over which security has been created by the Security Documents to which that Obligor is party, those assets shall be released from such security. (c) The release of the guarantees and security referred to in Clause 19.4(a) and (b) shall only occur (save to the extent otherwise agreed by all the Lenders) if: (i) either (1) such disposal by any member of the Group is permitted in accordance with Clause 21.8 or otherwise expressly permitted by the provisions of this Agreement and will not result directly or indirectly in any breach of any of the terms of this Agreement, or (2) such disposal is being effected at the request of the Majority Lenders in circumstances where any of the security created by the Security Documents has become enforceable, or (3) such disposal is being effected by enforcement of the Security Documents; and (ii) if required by Clause 9.5 an amount equal to the amount of the Net Proceeds arising out of such disposal will be applied in prepayment of the Utilisations; and (iii) any assets to be transferred to other members of the Group before completion of such disposal shall have been so transferred and (if so required by the Majority Lenders and if a security interest existed over such assets prior to transfer) security over such assets shall have been granted to the Security Agent to its satisfaction. The Security Agent shall (at the expense of the relevant Obligor) execute such documents effecting such release as shall be reasonably required to achieve such release as aforesaid (and the Security Agent shall execute such documents promptly upon (and only upon) it being satisfied that the conditions in (i), (ii) and (iii) above are satisfied or all the Lenders have otherwise agreed). (d) If any person which is a member of the Group shall cease to be such a member in consequence of the enforcement of any of the Security Documents or in consequence of a disposal of the shares therein or in any Holding Company of it effected at the request of the Majority Lenders in circumstances where any of the security created by the Security Documents has become enforceable, any claim which any Obligor may have against such person or any of its Subsidiaries or which that person or any of its Subsidiaries may have against any Obligor in or arising out of this Agreement or any of the Security Documents (including, without limitation, any claim by way of subrogation to the rights of the Agents and the Lenders under the Senior Finance Documents and any claim by way of contribution or indemnity) shall be released automatically and immediately upon such person ceasing to be a member of the Group.

Release of Guarantors and Security. (a) Subject to Clause 19.4(c), at the time of completion of any sale or other disposal to a person or persons outside (and which will remain outside) the Group of all of the shares in the capital of any Guarantor (or of all of the shares in any other member of the Group such that any Guarantor ceases as a result thereof to be a member of the Group) and in such other circumstances (if any) as all the Lenders Majority Banks may from time to time agree in writing, such Guarantor shall be released from all past, present and future liabilities (both actual and contingent and including, without limitation, any liability to any other Guarantor by way of contribution or counter-indemnitycontribution) hereunder and under the Security Documents to which it is a party (other than liabilities which it has in its capacity as a Borrower), and the security provided over its assets under such Security Documents shall be released. (b) Subject to Clause 19.4(c), at the time of completion of any sale or other disposal to a person or persons outside (and which will remain outside) the Group of any assets owned by an Obligor over which security has been created by the Security Documents to which that Obligor is party, those assets shall be released from such security. (c) The release of the guarantees and security referred to in Clause 19.4(a) and (b) shall only occur (save to the extent otherwise agreed by all the LendersMajority Banks) if: (i) either (1) such disposal by any member of the Group is permitted in accordance with Clause 21.8 or otherwise expressly permitted by the provisions of this Agreement and will not result directly or indirectly in any breach of any of the terms of this Agreement, or (2) such disposal is being effected at the request of the Majority Lenders Banks in circumstances where any of the security created by the Security Documents has become enforceable, or (3) such disposal is being effected by enforcement of the Security Documents; and (ii) if required by Clause 9.5 an amount equal to the amount of the Net Proceeds arising out of such disposal will be applied in prepayment of the Utilisations; and (iii) any assets to be transferred to other members of the Group before completion of such disposal shall have been so transferred and (if so required by the Majority Lenders and if a security interest existed over such assets prior to transferBanks) security over such assets shall have been granted to the Security Agent to its satisfaction. The Security Agent shall (at the expense of the relevant Obligor) execute such documents effecting such release as shall be reasonably required to achieve such release as aforesaid (and the Security Agent shall execute such documents promptly upon (and only upon) it being satisfied that the conditions in (i), (ii) and (iiiii) above are satisfied or all the Lenders Banks have otherwise agreed). (d) If any person which is a member of the Group shall cease to be such a member in consequence of the enforcement of any of the Security Documents or in consequence of a disposal of the shares therein or in any Holding Company Parent of it effected at the request of the Majority Lenders Banks in circumstances where any of the security created by the Security Documents has become enforceable, any claim which any Obligor may have against such person or any of its Subsidiaries or which that person or any of its Subsidiaries may have against any Obligor in or arising out of this Agreement or any of the Security Documents (including, without limitation, any claim by way of subrogation to the rights of the Agents and the Lenders Banks under the Senior Finance Documents and any claim by way of contribution or indemnity) shall be released automatically and immediately upon such person ceasing to be a member of the Group.

Release of Guarantors and Security. (a) Subject to Clause 19.4(c)paragraph (c) below, at the time of completion of any sale or other disposal to a person or persons outside (and which will remain outside) the Group of all of the shares in the capital of any Guarantor (or of all of the shares in any other member of the Group such that any Guarantor ceases as a result thereof to be a member of the Group) and in such other circumstances (if any) as all the Lenders Facility Agent (acting on the instructions of the Majority Banks acting reasonably) may from time to time agree in writing, such Guarantor shall be released from all past, present and future liabilities (both actual and contingent and including, without limitation, any liability to any other Guarantor by way of contribution or counter-indemnitycontribution) hereunder and under the Security Documents to which it is a party (other than liabilities which it has in its capacity as a Borrower), and the security provided over its assets under such Security Documents shall be released. (b) Subject to Clause 19.4(c)paragraph (c) below, at the time of completion of any sale or other disposal to a person or persons outside (and which will remain outside) the Group of any assets owned by an Obligor over which security has been created by the Security Documents to which that Obligor is party, those assets shall be released from such security. (c) The release of the guarantees and security referred to in Clause 19.4(aparagraphs (a) and (b) above shall only occur (save to the extent otherwise agreed by all the LendersFacility Agent acting on the instructions of the Majority Banks) if: (i) either (1) such disposal by any member of the Group is permitted in accordance with Clause 21.8 or otherwise expressly permitted by the provisions of this Agreement and will not result directly or indirectly in any breach of any of the terms of this Agreement, or (2) such disposal is being effected at the request of the Majority Lenders Banks in circumstances where any of the security created by the Security Documents has become enforceable, or (3) such disposal is being effected by enforcement of the Security Documents; and (ii) if required by Clause 9.5 an amount equal to the amount of the Net Proceeds arising out of such disposal will be applied in prepayment of the Utilisations; and (iii) any assets to be transferred to other members of the Group before completion of such disposal shall have been so transferred and (if so required by the Facility Agent acting on the instructions of the Majority Lenders and if a security interest existed over such assets prior to transferBanks) security over such those assets shall have been granted to the Security Agent on terms equivalent to those in the existing Security Documents to its satisfaction. The Security Agent shall (at the expense of the relevant Obligor) execute such documents effecting such release as shall be reasonably required to achieve such release as aforesaid (and the Security Agent shall execute such documents promptly upon (and only upon) it being satisfied that the conditions in (i), (ii) and (iiiii) above are satisfied or all the Lenders Majority Banks have otherwise agreed). (d) If any person which is a member of the Group shall cease to be such a member in consequence of the enforcement of any of the Security Documents or in consequence of a disposal of the shares therein or in any Holding Company of it effected at the request of the Majority Lenders Banks in circumstances where any of the security created by the Security Documents has become enforceable, any claim which any Obligor may have against such person or any of its Subsidiaries or which that person or any of its Subsidiaries may have against any Obligor in or arising out of this Agreement or any of the Security Documents (including, without limitation, any claim by way of subrogation to the rights of the Agents and the Lenders Banks under the Senior Finance Documents and any claim by way of contribution or indemnity) shall be released automatically and immediately upon such person ceasing to be a member of the Group.

Release of Guarantors and Security. (a) Subject to Clause 19.4(c), at the time of completion of any sale or other disposal to a person or persons outside (and which will remain outside) the Group of all of the shares in the capital of any Guarantor (or of all of the shares in any other member of the Group such that any Guarantor ceases as a result thereof to be a member of the Group) and in such other circumstances (if any) as all the Lenders may from time to time agree in writing, such Guarantor shall be released from all past, present and future liabilities (both actual and contingent and including, without limitation, any liability to any other Guarantor by way of contribution or counter-indemnitycontribution) hereunder and under the Security Documents to which it is a party (other than liabilities which it has in its capacity as a Borrower), and the security provided over its assets under such Security Documents shall be released. (b) Subject to Clause 19.4(c), at the time of completion of any sale or other disposal to a person or persons outside (and which will remain outside) the Group of any assets owned by an Obligor over which security has been created by the Security Documents to which that Obligor is party, those assets shall be released from such security. (c) The release of the guarantees and security referred to in Clause 19.4(a) and (b) shall only occur (save to the extent otherwise agreed by all the Lenders) if: (i) either (1) such disposal by any member of the Group is permitted in accordance with Clause 21.8 or otherwise expressly permitted by the provisions of this Agreement and will not result directly or indirectly in any breach of any of the terms of this Agreement, or (2) such disposal is of assets (not being shares in any Obligor) of any member of the Group and is approved in writing by Lenders the aggregate of whose Commitments represent by value at least 75 per cent. (75%) of the Total Commitments or is of assets (not being shares) the Net Proceeds of which are less than (pound)100,000, or (3) such disposal is being effected at the request of the Majority Lenders in circumstances where any of the security created by the Security Documents has become enforceable, or (34) such disposal is being effected by enforcement of the Security Documents; and (ii) if required by Clause 9.5 an amount equal to the amount of the Net Proceeds arising out of such disposal will be applied in prepayment of the Utilisations; and (iii) any assets to be transferred to other members of the Group before completion of such disposal shall have been so transferred and (if so required by the Majority Lenders and if a security interest existed over such assets prior to transfer) security over such assets shall have been granted to the Security Agent to its satisfaction. The Security Agent shall (at the expense of the relevant Obligor) execute such documents effecting such release as shall be reasonably required to achieve such release as aforesaid (and the Security Agent shall execute such documents promptly upon (and only upon) it being satisfied that the conditions in (i), (ii) and (iii) above are satisfied or all the Lenders have otherwise agreed). (d) If any person which is a member of the Group shall cease to be such a member in consequence of the enforcement of any of the Security Documents or in consequence of a disposal of the shares therein or in any Holding Company of it effected at the request of the Majority Lenders in circumstances where any of the security created by the Security Documents has become enforceable, any claim which any Obligor may have against such person or any of its Subsidiaries or which that person or any of its Subsidiaries may have against any Obligor in or arising out of this Agreement or any of the Security Documents (including, without limitation, any claim by way of subrogation to the rights of the Agents and the Lenders under the Senior Finance Documents and any claim by way of contribution or indemnity) shall be released automatically and immediately upon such person ceasing to be a member of the Group.