Common use of Release of Guarantors Clause in Contracts

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

Appears in 6 contracts

Samples: Credit Agreement (LGI Homes, Inc.), Credit Agreement (LGI Homes, Inc.), Credit Agreement (LGI Homes, Inc.)

AutoNDA by SimpleDocs

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary a Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (ii)(A) such Subsidiary Guarantor owns no Property included in is not, or simultaneously with its release from the most-recent calculation of Guaranty will not be, required to be a party to the Borrowing BaseGuaranty under the immediately preceding subsection (a) or (B) such Guarantor has ceased to be, nor any Equity Interest in any Subsidiary Guarantor that owns or simultaneously with its release from the Guaranty will cease to be, a Property included in the most-recent calculation of Borrowing BaseSubsidiary; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made or deemed made by the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be have been true and correct in all respects respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))under the Loan Documents or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6.; and (iv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

Appears in 5 contracts

Samples: Term Loan Agreement (Realty Income Corp), Credit Agreement (Realty Income Corp), Credit Agreement (Realty Income Corp)

Release of Guarantors. In connection with Upon (x) a Subsidiary the liquidation or dissolution of any Guarantor, or sale of all of the capital stock or other ownership interests of any Guarantor, or the sale of assets of any Guarantor the result of which is that such Guarantor no longer being qualifies as a Material Subsidiary Restricted Subsidiary, in each case which is permitted pursuant to the terms of any Loan Document or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days' prior written request by the Borrowers or (y) the sale occurrence of Equity Interests any event described in a Subsidiary Guarantor permitted under Section 10.411 of the Guaranty, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Collateral Agent shall release, (and is hereby irrevocably authorized by the Lenders to) execute such Subsidiary documents as may be necessary to evidence the release of the applicable Guarantor from its obligations under the Subsidiary Guaranty and any other applicable Security Documents so long as: Guaranty; provided, however, that (i) the Collateral Agent shall not be required to execute any such Subsidiary Guarantor owns no Property included document on terms which, in the most-recent calculation Collateral Agent's opinion, would expose the Collateral Agent to liability or create any obligation or entail any consequence other than the release of the Borrowing Basesuch Guarantor without recourse or warranty, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; and (ii) no Event such release shall not in any manner discharge, affect or impair the Loans, any other Guarantor's obligations under the Guaranty, or, if applicable, any obligations of Default shall then be any Borrower or any Subsidiary of any Borrower in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as respect of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent proceeds of any such request shall constitute a representation sale retained by the any Borrower that the matters set forth in the preceding sentence (both as or any Subsidiary of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6any Borrower.

Appears in 4 contracts

Samples: Credit Agreement (CMS Energy Corp), Credit Agreement (CMS Energy Corp), Credit Agreement (CMS Energy Corp)

Release of Guarantors. In connection with (x) The Guarantee of a Subsidiary Guarantor no longer being a Material Subsidiary shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and execution or delivery or any other applicable Security Documents so long asdocument: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor owns no Property included in to a Person that is not (either before or after giving effect to such transaction) the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns Company or a Property included in the most-recent calculation of Borrowing BaseRestricted Subsidiary; provided such sale or disposition is permitted by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is permitted by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall then be in existence or would occur as a result of such releasethereof or has occurred and is continuing; (iiiiv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the representations and warranties made by Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; (vi) at the Borrower and Company’s request, during any Suspension Period; or (vii) at such time as such Subsidiary Guarantor in the Loan Documents does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to which any of them is enter into a partyGuaranty Agreement pursuant to Section 10.11, shall be true and correct in all material respects (except in the case as a result of a representation or warranty qualified by materiality, payment in which case such representation or warranty shall be true and correct in all respects) on and as of the date respect of such release with other Indebtedness by such Subsidiary Guarantor. Upon delivery by the same force and effect as if made on and as of such date except Company to the extent Trustee of an Officers’ Certificate to the effect that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Section 4.6Article XIII.

Appears in 4 contracts

Samples: Indenture (United Rentals North America Inc), Indenture (United Rentals North America Inc), Indenture (United Rentals North America Inc)

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xi) a all or substantially all of the Equity Interests or property of any Subsidiary Guarantor no longer being are sold or otherwise transferred (a Material Subsidiary “Transferred Guarantor”) as permitted under this Agreement, to a person or persons, none of which is a Loan Party or (yii) the sale of Equity Interests in a any Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall releasebecomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the Subsidiary Guaranty and any other applicable Security pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent and the Collateral Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have received such written request at least ten terminated, and all Loans or other Obligation (10other than obligations under Treasury Services Agreements or Secured Hedge Agreements) Business Days hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or such shorter period as may be acceptable for which a backstop letter of credit reasonably satisfactory to the Administrative Agent) prior to applicable L/C Issuer has been put in place), this Agreement, the requested date of release. Delivery by other Loan Documents and the Borrower to the Administrative Agent of any such request guarantees made herein shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct terminate with respect to all Obligations, except with respect to Obligations that expressly survive such requestrepayment pursuant to the terms of this Agreement or the other Loan Documents. Lenders hereby irrevocably authorize the Administrative The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release a Subsidiary any Collateral owned by such Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6the relevant provisions of the Collateral Documents.

Appears in 4 contracts

Samples: Credit Agreement (Summit Materials, LLC), Credit Agreement (Summit Materials, LLC), Credit Agreement (Summit Materials, LLC)

Release of Guarantors. In connection with (xNotwithstanding anything in Section 9.02(b) a to the contrary, any Subsidiary Guarantor no longer being shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (a) upon the consummation of any permitted transaction or series of related transactions if as a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the release of any Subsidiary Guarantor from its obligations under the Subsidiary Loan Guaranty and any other applicable Security Documents so long as: (i) if such Subsidiary Guarantor owns no Property included in the most-recent calculation becomes an Excluded Subsidiary of the Borrowing Base, nor any Equity Interest type described in any clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; such type (iii) no Event of Default shall then exists, (ii) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be in existence or would occur as a result an Excluded Subsidiary of such release; type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (iiias if such Person were then newly acquired) in an amount equal to the representations and warranties made portion of the fair market value of the net assets of such Person attributable to the Borrower’s equity interest therein as reasonably estimated by the Borrower and such Subsidiary Guarantor in the Loan Documents Investment is permitted pursuant to which any of them is Section 6.06 (other than Section 6.06(f)) at such time and (iii) a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as Responsible Officer of the date of such release with the same force and effect as if made on and as of such date except Borrower certifies to the extent that such representations and warranties expressly relate solely to an earlier date Administrative Agent compliance with preceding clauses (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); i) and (ivii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall have received promptly execute and deliver to the relevant Loan Party, at such written Loan Party’s expense, all documents that such Loan Party shall reasonably request at least ten to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Appears in 4 contracts

Samples: Fourth Amendment Agreement (PQ Group Holdings Inc.), Third Amendment Agreement (PQ Group Holdings Inc.), Patent Security Agreement (PQ Group Holdings Inc.)

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests or property of any Subsidiary Guarantor that owns are sold or otherwise transferred (a Property included in the most-recent calculation “Transferred Guarantor”) to a person or persons, none of Borrowing Base; which is a Loan Party or (ii) no Event of Default shall then be in existence or would occur as a result any Subsidiary Guarantor becomes an Excluded Subsidiary, such Transferred Guarantor shall, upon the consummation of such release; sale or transfer, be automatically released from its obligations under this Agreement (iiiincluding under Section 10.05 hereof) the representations and warranties made its obligations to pledge and grant any Collateral owned by the Borrower and such Subsidiary Guarantor in the Loan Documents it pursuant to which any of them is a partyCollateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Company shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall and the Collateral Agent shall, at such Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents. When all Commitments hereunder have received such written request at least ten terminated, and all Loans or other Obligation (10other than obligations under Treasury Services Agreements or Secured Hedge Agreements) Business Days hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or such shorter period as may be acceptable for which a backstop letter of credit reasonably satisfactory to the Administrative Agent) prior to applicable L/C Issuer has been put in place), this Agreement and the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request guarantees made herein shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct terminate with respect to all Obligations, except with respect to Obligations that expressly survive such requestrepayment pursuant to the terms of this Agreement. Lenders hereby irrevocably authorize the Administrative The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release a Subsidiary any Collateral owned by such Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6the relevant provisions of the Collateral Documents.

Appears in 4 contracts

Samples: Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.), Credit Agreement (Hilton Grand Vacations Inc.)

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests or property of any Subsidiary Guarantor that owns are sold or otherwise transferred to a Property included in the most-recent calculation person or persons, none of Borrowing Base; which is a Loan Party or any Subsidiary Guarantor ceases to be a Restricted Subsidiary pursuant to a transaction or designation permitted by this Agreement or (ii) no Event of Default shall then be in existence any Subsidiary Guarantor is or would occur as a result becomes an Excluded Subsidiary, such Guarantor shall, upon the consummation of such release; sale or transfer, upon ceasing to be a Restricted Subsidiary or upon becoming an Excluded Subsidiary (or, to the extent such Excluded Subsidiary became a Guarantor in accordance with clause (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date definition thereof, if such Restricted Subsidiary would then otherwise constitute an Excluded Subsidiary (but for the fact that it has provided a Guaranty in accordance with clause (iii) of such release with the same force and effect as if made on and as definition of such date except to Guarantors) upon the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable of the Parent Borrower delivered to the Administrative Agent), be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) prior and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the pledge of such Equity Interests to the requested date of release. Delivery by Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Parent Borrower to shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent of any and the Collateral Agent shall, at the Borrowers’ expense, take such request shall constitute a representation by actions as are necessary to effect each release described in this Section 11.10 in accordance with the Borrower that the matters set forth in the preceding sentence (both as relevant provisions of the date Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the giving of such request and as Senior Notes or any Subordinated Indebtedness with a principal amount in excess of the date Threshold Amount. When all Commitments hereunder have terminated, and all Loans and other Obligations (other than (x) obligations under Secured Hedge Agreements and Treasury Services Agreements and (y) contingent indemnification obligations not yet accrued and payable) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit in which the Outstanding Amount of the effectiveness L/C Obligations related thereto has been Cash Collateralized or for which a backstop letter of such request) are true credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and correct the guarantees made herein shall automatically terminate with respect to all Obligations, except with respect to Obligations and provisions that expressly survive such requestrepayment pursuant to the terms of this Agreement or the other Loan Documents. Lenders hereby irrevocably authorize The Collateral Agent shall, at the Administrative Agent Borrowers’ expense, take such actions as are necessary to release a Subsidiary any Collateral owned by such Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6the relevant provisions of the Collateral Documents.

Appears in 4 contracts

Samples: Credit Agreement (PF2 SpinCo, Inc.), Credit Agreement (PF2 SpinCo LLC), Credit Agreement (Change Healthcare Inc.)

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary a Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) (A) such Subsidiary Guarantor owns no Property included in is not, or simultaneously with its release from the most-recent calculation of Guaranty will not be, required to be a party to the Borrowing BaseGuaranty under the immediately preceding subsection (a) or (B) such Guarantor has ceased to be, nor any Equity Interest in any Subsidiary Guarantor that owns or simultaneously with its release from the Guaranty will cease to be, a Property included in the most-recent calculation of Borrowing BaseSubsidiary; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made or deemed made by the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be have been true and correct in all respects respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))under the Loan Documents or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6; and (iv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

Appears in 4 contracts

Samples: Term Loan Agreement (Spirit Realty Capital, Inc.), Term Loan Agreement (Realty Income Corp), Term Loan Agreement (Spirit Realty Capital, Inc.)

Release of Guarantors. In connection with Notwithstanding anything in Section 9.02(b) to the contrary, (xa) a any Subsidiary Guarantor no longer being shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions if as a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, result thereof such Subsidiary Guarantor from ceases to be a Restricted Subsidiary (included by merger or dissolution) or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; or (ii) upon the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation occurrence of the Borrowing BaseTermination Date, nor any Equity Interest in (b) any Subsidiary Guarantor that owns a Property included in qualifies as an “Excluded Subsidiary” shall be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) by the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) Administrative Agent promptly following the representations and warranties made request therefor by the Borrower and/or (c) the Person constituting Holdings immediately prior to the consummation of a Holdings Reorganization Transaction whereby the existing “Holdings” is not intended to remain as such shall be automatically released from its obligations hereunder (and its Loan Guaranty shall be automatically released) upon the consummation of such Holdings Reorganization Transaction; provided, that the release of any Subsidiary Guarantor from its obligations under the Loan Guaranty if such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as becomes an Excluded Subsidiary of the date type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type, after giving pro forma effect to such release with and the same force and effect consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if made on and as such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such date except Person attributable to the extent that Borrower’s equity interest therein as estimated by the Borrower in good faith and such representations and warranties expressly relate solely Investment is permitted pursuant to an earlier date Section 6.06 (in which case other than Section 6.06(f)) at such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materialitytime. In connection with any such release, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall, subject to receipt of an officer’s certificate from the Borrower certifying that such transaction and release are permitted hereunder, promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall have received such written reasonably request at least ten (10) Business Days (to evidence termination or such shorter period as may release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be acceptable without recourse to or warranty by the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

Appears in 4 contracts

Samples: First Lien Credit Agreement (Isos Acquisition Corp.), First Lien Credit Agreement (Isos Acquisition Corp.), First Lien Credit Agreement (Isos Acquisition Corp.)

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (i) any Guarantor that is a Restricted Subsidiary of a Loan Party ceases to be a Restricted Subsidiary of a Loan Party in a transaction permitted hereunder, (ii) any Guarantor becomes an Excluded Subsidiary or (iii) subject to Section 10.01, if the release of such Guarantor is approved, authorized or ratified in writing by the Required Lenders (any such Guarantor referred to in clause (i), (ii) or (iii) a “Released Guarantor”), such Released Guarantor shall upon the consummation of the related transaction, change in status, request, approval, authorization or ratification be (in the case of clauses (i) and (iii)) automatically released and (in the case of clause (ii)) released by the Administrative Agent pursuant to appropriate documentation following a written request from the Administrative Borrower to the Administrative Agent requesting such release, in each case, from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of any of the Equity Interests of the Released Guarantor to a Person that is not a Loan Party, the pledge of such Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrowers shall have provided the Administrative Agent such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of this Agreement and the Collateral Documents; provided, that no such release shall occur, and no such Guarantor shall constitute a Released Guarantor, if (x) such Guarantor continues to be a Subsidiary Guarantor no longer being a Material Subsidiary guarantor in respect of any other First Lien Obligations, any ABL Obligations, any Second Lien Obligations or any Junior Financing or (y) the sale of Equity Interests in such Guarantor continues to constitute a Subsidiary Guarantor permitted of the Parent Borrower and becomes an Excluded Subsidiary under Section 10.4, clause (a) of the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: definition thereof unless (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall have occurred and be continuing at the time such Guarantor becomes an Excluded Subsidiary under clause (a) of the definition thereof and (ii) after giving Pro Forma Effect to such release and the consummation of the transaction that causes such Person to become an Excluded Subsidiary under clause (a) of the definition thereof, the Borrowers and Restricted Subsidiaries shall be deemed to have made an Investment in, or a Restricted Payment in respect of, as applicable, such Person (as if such Person were then be in existence newly acquired or would occur as a result of such release; (iiiformed) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents Investment or Restricted Payment is permitted hereunder at such time. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder (other than contingent indemnification obligations as to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respectsno claim has been asserted) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true paid or satisfied in full, this Agreement and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty Guarantees made herein shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Appears in 4 contracts

Samples: First Lien Credit Agreement (Option Care Health, Inc.), Intercreditor Agreement (Option Care Health, Inc.), First Lien Credit Agreement (Option Care Health, Inc.)

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing BaseEquity Interests or property of any Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, nor any Equity Interest in any Subsidiary Guarantor none of which is a Loan Party (or a Person that owns is required to become a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur Loan Party as a result of such release; sale or other transfer) or (iiiii) the representations and warranties made by the Borrower and such any Subsidiary Guarantor in becomes an Excluded Subsidiary, such Transferred Guarantor shall, upon the Loan Documents consummation of such sale or transfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to which pledge and grant any of them is a partyCollateral owned by it pursuant to any Collateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received and the Collateral Agent shall, at such written request at least ten (10) Business Days (Transferred Guarantor’s expense, take such actions as are necessary or such shorter period as may be acceptable reasonably requested to effect each release described in this Section 11.10 in accordance with the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as relevant provisions of the date Collateral Documents; provided that, no Guarantor shall be released from its obligations under the Guaranty as a result of becoming a non-wholly owned Subsidiary of Holdings unless the giving transaction resulting in such Guarantor becoming a non-wholly-owned subsidiary of such request Holdings is an arm’s-length transaction with a Person other than an Affiliate. When all Aggregate Commitments hereunder have terminated, and as of all Loans or other Obligations have been paid in full (other than contingent indemnification obligations not yet accrued and payable) hereunder, this Agreement, the date of other Loan Documents and the effectiveness of such request) are true and correct guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such requestrepayment pursuant to the terms of this Agreement or the other Loan Documents. Lenders hereby irrevocably authorize the Administrative The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release a Subsidiary any Collateral owned by such Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6the relevant provisions of the Collateral Documents.

Appears in 4 contracts

Samples: Credit Agreement (iHeartMedia, Inc.), Credit Agreement (iHeartMedia, Inc.), Credit Agreement

Release of Guarantors. In connection with (xa) a Subsidiary Guarantor no longer being a Material Subsidiary or Within five (y5) Business Days following the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4written request by the Parent, the Borrower may request in writing that Administrative Agent, on behalf of the Administrative Agent releaseLender Parties, shall release all Subsidiary Guarantors from their respective obligations under this Agreement and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any each other applicable Security Documents Loan Document so long as: (i) there is no monetary Event of Default existing under this Agreement at the time of such Subsidiary Guarantor owns request and no Property included in the most-recent calculation Default or Event of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing BaseDefault will exist immediately following such release; (ii) no Event of Default the Borrower or the Parent shall then be have received and have in existence or would occur as a result of effect at such releasetime an Investment Grade Rating; and (iii) a Responsible Officer of the representations Parent shall have delivered to the Administrative Agent a certificate in form and warranties made substance reasonably satisfactory to the Administrative Agent stating that each Subsidiary Guarantor is either being released from its obligations under any Senior Financing Transaction or has not then provided (and is not then required by the Borrower and terms of such Senior Financing Transaction to provide) a guaranty with respect to any Senior Financing Transaction to which any Loan Party is a party or to which it is simultaneously (or substantially simultaneously) entering into; provided, however, that in the event the Parent is not able to make such statement with respect to any specific Subsidiary Guarantor, such Subsidiary Guarantor in shall not be released from its obligations under this Agreement and each other Loan Document until the Loan Documents Parent makes such statement with respect to which any of them is a partysuch Subsidiary Guarantor, but all other Subsidiary Guarantors shall be true released as provided herein (collectively, clauses (i), (ii) and correct (iii) shall be considered a “Release Event”). In addition, following a Release Event, a Subsidiary of the Parent shall not be required to become a Guarantor hereunder unless and until such Subsidiary thereafter becomes a guarantor or borrower in all material respects (except in the case respect of a representation or warranty qualified by materialitySenior Financing Transaction, in which case such representation or warranty Subsidiary shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of become a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.65.01(j)(v).

Appears in 4 contracts

Samples: Credit Agreement (Easterly Government Properties, Inc.), Credit Agreement (Easterly Government Properties, Inc.), Credit Agreement (Easterly Government Properties, Inc.)

Release of Guarantors. In connection with (x) The Guarantee of a Subsidiary Guarantor no longer being a Material Subsidiary shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and execution or delivery or any other applicable Security Documents so long asdocument: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor owns no Property included in to a Person that is not (either before or after giving effect to such transaction) the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns Company or a Property included in the most-recent calculation of Borrowing BaseRestricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is not prohibited by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall then be in existence or would occur as a result of such releasethereof or has occurred and is continuing; (iiiiv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the representations and warranties made by Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor under this Indenture as an Unrestricted Subsidiary; (vi) upon receipt of the Borrower and consent of Holders of the requisite percentage of Securities in accordance with Article IX; (vii) at the Company’s request, during any Suspension Period; or (viii) (A) if such Subsidiary Guarantor in is released from its obligations under Guarantees of payment by the Loan Documents to which any Company of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as Indebtedness of the date of Company under the ABL Credit Agreement or (B) at such release with time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to enter into a Guaranty Agreement pursuant to Section 10.11. Upon delivery by the same force and effect as if made on and as of such date except Company to the extent Trustee of an Officers’ Certificate to the effect that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Section 4.6Article XIII.

Appears in 4 contracts

Samples: Indenture (United Rentals North America Inc), Indenture (United Rentals North America Inc), Indenture (United Rentals North America Inc)

Release of Guarantors. In connection with Notwithstanding anything in Section 9.02(b) to the contrary, (xa) a any Subsidiary Guarantor no longer being a Material Subsidiary or shall automatically be released from its obligations hereunder (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, its Loan Guaranty and any Lien granted by such Subsidiary Guarantor from the Subsidiary Guaranty and pursuant to any other applicable Security Documents so long as: Collateral Document shall be automatically released) (i) upon the consummation of any transaction or series of related transactions not prohibited hereunder if as a result thereof such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any ceases to be a Restricted Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur is or becomes an Excluded Subsidiary as a result of such release; a single transaction or series of related transactions not prohibited hereunder), subject, if applicable, to the Specified Guarantor Release Provision, (ii) upon the occurrence of the Termination Date and/or (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materialityany Discretionary Guarantor, in which case such representation or warranty shall be true and correct in all respects) on and as at the election of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materialityBorrower, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by upon notice from the Borrower to the Administrative Agent at any time and (b) any Subsidiary Guarantor that meets the definition of an “Excluded Subsidiary” shall be released by the Administrative Agent promptly following the request therefor by the Borrower, subject, if applicable, to the Specified Guarantor Release Provision. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided that, upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any such request shall constitute a representation by the Borrower that the matters set forth in document pursuant to the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect this Section 9.22 shall be without recourse to such request. Lenders hereby irrevocably authorize or warranty by the Administrative Agent (other than as to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6Administrative Agent’s authority to execute and deliver such documents).

Appears in 4 contracts

Samples: Credit Agreement (Cava Group, Inc.), Credit Agreement (Cava Group, Inc.), Credit Agreement (Cava Group, Inc.)

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xa) Equity Interests of any Subsidiary Guarantor are issued, sold or transferred (including pursuant to a merger, consolidation or amalgamation) such that it ceases to be a Restricted Subsidiary (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or a Subsidiary, (b) a Guarantor is designated as an Unrestricted Subsidiary in accordance with the Loan Documents, (c) a Restricted Subsidiary that becomes a Loan Party after the Closing Date is subsequently designated as an Excluded Collateral Subsidiary in accordance with the definition thereof, (d) a Qualified Borrower IPO, or (e) a Qualified IPO by Designated Holdco shall occur, then, such Transferred Guarantor no longer being a Material (in the case of clause (a)), such Unrestricted Subsidiary (in the case of clause (b)), such Restricted Subsidiary (in the case of clause (c)), Holdings and, on and after the Specified AV Minerals Joinder Date, AV Minerals (in the case of clause (d)), or, on and after the Designated Holdco Effective Date, Holdings and, on and after the Specified AV Minerals Joinder Date, AV Minerals (in the case of clause (e)), shall, upon the consummation of such issuance, sale or transfer or upon such designation as an Unrestricted Subsidiary or Excluded Collateral Subsidiary or upon the consummation of the Qualified Borrower IPO or a Qualified IPO by Designated Holdco, be released from its obligations under this Agreement (y) the sale of Equity Interests in a Subsidiary Guarantor permitted including under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty 11.03 hereof) and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them it is a partyparty and, shall be true except with respect to Holdings (and, on and correct in all material respects (except after the Specified AV Minerals Joinder Date, AV Minerals) in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respectsclauses (d) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (ive) above, its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the Administrative Collateral Agent shall have received take such written request at least ten (10) Business Days (or such shorter period actions as may be acceptable are within its powers to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth effect each release described in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty this Section 7.09 in accordance with this Section 4.6the relevant provisions of the Security Documents and the Intercreditor Agreement; provided that such Guarantor is also released from its obligations, if any, under the Revolving Credit Loan Documents, the Senior Note Documents, the Additional Senior Secured Indebtedness Documents and other Material Indebtedness guaranteed by such Person on the same terms.

Appears in 4 contracts

Samples: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, any Subsidiary Guarantor shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (a) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder) as certified by a Responsible Officer of the Borrower, (b) in the case of any Discretionary Guarantor, the Borrower elects, in its sole discretion, any Discretionary Guarantor to be released from its obligations hereunder, so long as in the case of any such Discretionary Guarantor that is a Restricted Subsidiary of the Borrower, (i) such Discretionary Guarantor is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; and (ii) after giving effect to such election and release, the Indebtedness of such Discretionary Guarantor outstanding upon such election and release will be deemed to constitute Indebtedness of a Restricted Subsidiary that is not a Loan Party for purposes of this Agreement, in each case as certified by a Responsible Officer of the Borrower, and/or (c) upon the occurrence of the Termination Date. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent any such release, and upon receipt of such request the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release, such Subsidiary Guarantor from . Any execution and delivery of documents pursuant to the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation preceding sentence of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, this Section 9.22 shall be true and correct in all material respects (except in the case of a representation without recourse to or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Appears in 3 contracts

Samples: Credit Agreement (Hillman Solutions Corp.), First Lien Credit Agreement (Hayward Holdings, Inc.), First Lien Credit Agreement (Hayward Holdings, Inc.)

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, if such Subsidiary is also a Subsidiary Guarantor, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such a Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty and applicable Security Documents in accordance with this Section 4.6.

Appears in 3 contracts

Samples: Credit Agreement (LGI Homes, Inc.), Credit Agreement (LGI Homes, Inc.), Credit Agreement (LGI Homes, Inc.)

Release of Guarantors. In connection with (x) The Guarantee of a Subsidiary Guarantor no longer being a Material Subsidiary shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and execution or delivery or any other applicable Security Documents so long asdocument: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor owns no Property included in to a Person that is not (either before or after giving effect to such transaction) the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns Company or a Property included in the most-recent calculation of Borrowing BaseRestricted Subsidiary; provided such sale or disposition is permitted by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is permitted by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall then be in existence or would occur as a result of such releasethereof or has occurred and is continuing; (iiiiv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the representations and warranties made by Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; (vi) at the Borrower and Company’s request, during any Suspension Period; or (vii) at such time as such Subsidiary Guarantor in the Loan Documents does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to which any of them is enter into a partyGuaranty Agreement pursuant to Section 10.16, shall be true and correct in all material respects (except in the case as a result of a representation or warranty qualified by materiality, payment in which case such representation or warranty shall be true and correct in all respects) on and as of the date respect of such release with other Indebtedness by such Subsidiary Guarantor. Upon delivery by the same force and effect as if made on and as of such date except Company to the extent Trustee of an Officers’ Certificate to the effect that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Section 4.6Article XIII.

Appears in 3 contracts

Samples: Indenture (United Rentals North America Inc), Indenture (United Rentals North America Inc), Indenture (United Rentals North America Inc)

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall releaserelease (subject to the terms of the Guaranty), such Subsidiary a Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Guarantor meets, or will meet simultaneously with its release from the Guaranty, all of the provisions of the definition of the term “Excluded Subsidiary” or has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material Subsidiary Guarantor owns no Property included or a Subsidiary, or in the most-recent calculation case of the Borrowing Basea Material Subsidiary that does not own or lease an Unencumbered Property, nor any Equity Interest such release will not result in any Subsidiary Guarantor that owns a Property included in the most-recent calculation violation of Borrowing BaseSection 10.1.(e) or 10.1.(f); (ii) such Guarantor is not otherwise required to be a party to the Guaranty under Section 8.14.(a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iiiiv) the representations and warranties made or deemed made by the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case accurate on and as of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))not prohibited under the Loan Documents; and (ivv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize If such Guarantor owns an Unencumbered Property, then the Administrative Agent release of such Guarantor shall also be subject to release a Subsidiary Guarantor from the Subsidiary Guaranty and in accordance with this Section 4.64.2. The Administrative Agent agrees to furnish to the Borrower, at the Borrower’s request and at the Borrower’s sole cost and expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably requested by the Borrower.

Appears in 3 contracts

Samples: Term Loan Agreement (DiamondRock Hospitality Co), Credit Agreement (DiamondRock Hospitality Co), Term Loan Agreement (DiamondRock Hospitality Co)

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary a Guarantor (other than, if the Parent has become a Guarantor pursuant to subsection (b)(ii) of this Section, the Parent) from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in is not, or substantially simultaneously with such release will not be, otherwise required to be a party to the most-recent calculation of Guaranty under the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Baseimmediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including, without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1; (iii) the representations and warranties made or deemed made by the Parent, the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall be have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))under the Loan Documents; and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the The Administrative Agent agrees to furnish to the Borrower promptly after the Borrower’s request and at the Borrower’s sole cost and expense, any release, termination, or other agreement or document evidencing the foregoing release a Subsidiary Guarantor from as may be reasonably requested by the Subsidiary Guaranty in accordance with this Section 4.6Borrower.

Appears in 3 contracts

Samples: Credit Agreement (American Homes 4 Rent, L.P.), Credit Agreement (American Homes 4 Rent, L.P.), Credit Agreement (American Homes 4 Rent, L.P.)

Release of Guarantors. In connection with The Banks hereby irrevocably agree that any Guarantor (xother than Parent, Xxxxx Capital or the Company) shall be released from this Agreement following the discharge of the Guarantors’ obligations pursuant to Section 10.03 or upon consummation of any transaction permitted hereunder (including a Subsidiary sale, transfer or disposition of such Guarantor no longer being to a Material Subsidiary Person that is not Parent or one of its Subsidiaries) resulting in such Guarantor ceasing to constitute a Subsidiary. Any Guarantor (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4other than Parent, the Borrower may request in writing Company, Xxxxx Capital or a direct or indirect parent of the Company) shall be released upon discharge of the Guarantors’ obligations pursuant to Section 10.03 or if such Guarantor shall become an Excluded Person; provided that, with respect to any Guarantor that becomes an Excluded Person, no such release shall occur to the Administrative Agent releaseextent such Guarantor remains an issuer or co-issuer of or borrower or guarantor under any U.S. debt securities or U.S. syndicated credit facilities. Any Guarantor that is a direct or indirect parent of the Company (other than Parent) shall be released if, and upon receipt of such request the Administrative Agent shall releaseat any time after becoming a Guarantor, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in becomes prohibited by any applicable law, rule or regulation binding on such Guarantor or its properties from guaranteeing the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; obligations under this Agreement or (ii) no Event remaining a Guarantor would, in the reasonable determination of Default shall then be the Company, result in existence material adverse tax consequences to Parent or would occur any of its Subsidiaries as a result of such release; (iii) the representations and warranties made reasonably determined by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of Company; provided that no such release with the same force and effect as if made on and as of such date except shall occur under clauses (i) or (ii) above, to the extent that such representations and warranties expressly relate solely to Guarantor remains an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case issuer or co-issuer of a representation or warranty qualified by materiality, in which case such representation borrower or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (guarantor under any U.S. debt securities or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of releaseU.S. syndicated credit facilities. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders The Banks hereby irrevocably authorize the Administrative Agent to, and the Administrative Agent will at the sole cost and expense of the Company or applicable Credit Party, execute and deliver any instruments, documents, and agreements necessary to evidence and confirm the release a Subsidiary of any Guarantor from pursuant to the Subsidiary Guaranty in accordance with foregoing provisions of this Section 4.6paragraph, all without the further consent or joinder of any Bank.

Appears in 3 contracts

Samples: Day Revolving Credit Agreement (Eaton Corp PLC), Credit Agreement (Eaton Corp PLC), Revolving Credit Agreement (Eaton Corp PLC)

Release of Guarantors. In If at any time after the Closing Date and in connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale Guarantee of Equity Interests any Loan Party in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: this Article VII (i) such Subsidiary Guarantor owns no Property included in subject to the most-recent calculation requirements of the Borrowing BaseSection 5.11(c), nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materialityForeign Subsidiary, in which case such representation or warranty shall be true and correct in all respectsthe Administrative Agent (after consultation with Borrower) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent determines that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of any existing Guarantor, it would not be commercially reasonable for such Guarantor to remain a representation or warranty qualified by materialityGuarantor (taking into account the expense (including taxes), in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (ability of Borrower or such shorter period as may Guarantor to obtain any necessary approvals or consents required to be acceptable obtained under applicable law (but have not been previously obtained) in connection therewith, and the effectiveness and enforceability thereof under applicable law) or (ii) such Guarantee becomes illegal under applicable law and such Loan Party delivers to the Administrative Agent, the Lenders and the Collateral Agent a legal opinion from its counsel to such effect, and no reasonable alternative structure can be devised having substantially the same effect as the issuance of a Guarantee that would not be illegal under applicable law, then, so long as such Guarantor has been released or is contemporaneously released under any other guaranty such Guarantor may be a party to, in case of each of the immediately preceding clauses (i) prior and (ii), the Collateral Agent shall (at the expense of Borrower) take all action necessary to release its security interest in that portion of the requested Security Agreement Collateral owned by such Guarantor (provided, however, that 66% of the Equity Interests of such Guarantor (and 100% of the Equity Interests of any Domesticated Foreign Subsidiary) shall not be released from the Security Agreement Collateral)), and such Guarantor shall be released from its obligations in respect of the Guarantees in this Article VII (such Guarantor being hereinafter referred to as a “Released Guarantor,” so long as it continues to be a Non-Guarantor Subsidiary), which release from such Guarantees, in the case of an event described in the immediately preceding clause (i), shall become effective as of the closing of the last day of the taxable year that immediately precedes the date of release. Delivery by the Borrower to that the Administrative Agent of any makes a determination described in such request clause (i); provided that, such Released Guarantor shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect continue to such request. Lenders hereby irrevocably authorize the Administrative Agent be subject to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.65.11(b).

Appears in 3 contracts

Samples: Credit Agreement (Herbalife Ltd.), Credit Agreement (Herbalife Ltd.), Credit Agreement (Herbalife Ltd.)

Release of Guarantors. In connection with the event (xa) of the merger, consolidation or sale or disposition of all or substantially all of the assets of a Subsidiary Guarantor no longer being (other than a Material Subsidiary merger or (y) the consolidation with, or sale or disposition of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4assets to, the Borrower may request or another Subsidiary of the Borrower), or (b) there occurs a transfer, sale or other disposition of the voting securities (or other ownership interests) of a Guarantor whereby such Guarantor ceases to constitute a Subsidiary of the Borrower, or (c) any Guarantor shall have no Contingent Obligations (other than Contingent Obligations under the Guaranty) with respect to the obligations or liabilities of the Borrower or any of its Subsidiaries (whether funded or unfunded), in writing that each case in accordance with the Administrative Agent releaseterms hereof, and upon receipt then in any such case such Guarantor or the entity acquiring the assets (in the event of the sale or other disposition of all or substantially all of the assets of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (iGuarantor) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true released and correct in all material respects (except in relieved of any obligations under the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of releaseGuaranty. Delivery Upon delivery by the Borrower to the Administrative Agent of a certificate of an Authorized Officer certifying to the Agent and the Lenders the foregoing, such Guarantor shall be discharged from all further liability and obligation under the Guaranty and the Agent shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under the Guaranty; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Guarantor without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations (other than the Obligations of the released Guarantor), any other Guarantor’s obligations under the Guaranty, or, if applicable, any obligations of the Borrower or any Subsidiary in respect of the proceeds of any such request shall constitute a representation sale retained by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6or any Subsidiary.

Appears in 3 contracts

Samples: Assignment Agreement (General Dynamics Corp), Assignment Agreement (General Dynamics Corp), Credit Agreement (General Dynamics Corp)

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall releaserelease (subject to the terms of the Guaranty), such Subsidiary a Guarantor (other than the Parent) from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) either (A) the Investment Grade Rating Date has occurred or (B) prior to an Investment Grade Rating Date, such Subsidiary Guarantor owns no Property included in has ceased to be, or simultaneously with its release from the most-recent calculation of the Borrowing BaseGuaranty will cease to be, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing BaseMaterial Subsidiary; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under: (A) prior to the Investment Grade Rating Date, Section 8.14.(a) or (B) on or after the Investment Grade Rating Date, Section 8.14.(b); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iiiiv) the representations and warranties made or deemed made by the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case accurate on and as of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))not prohibited under the Loan Documents; and (ivv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the The Administrative Agent agrees to furnish to the Borrower, at the Borrower’s request and at the Borrower’s sole cost and expense, any release, termination, or other agreement or document evidencing the foregoing release a Subsidiary Guarantor from as may be reasonably requested by the Subsidiary Guaranty in accordance with this Section 4.6Borrower.

Appears in 3 contracts

Samples: Credit Agreement (DiamondRock Hospitality Co), Credit Agreement (DiamondRock Hospitality Co), Credit Agreement (DiamondRock Hospitality Co)

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (i) any Guarantor that is a Restricted Subsidiary of a Loan Party ceases to be a Restricted Subsidiary of a Loan Party in a transaction permitted hereunder, (ii) any Guarantor becomes an Excluded Subsidiary or (iii) subject to Section 10.01, if the release of such Guarantor is approved, authorized or ratified in writing by the Required Lenders (any such Guarantor referred to in clause (i), (ii) or (iii) a “Released Guarantor”), such Released Guarantor shall upon the consummation of the related transaction, change in status, request, approval, authorization or ratification be (in the case of clauses (i) and (iii)) automatically released and (in the case of clause (ii)) released by the Administrative Agent pursuant to appropriate documentation following a written request from the Administrative Borrower to the Administrative Agent requesting such release, in each case, from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of any of the Equity Interests of the Released Guarantor to a Person that is not a Loan Party, the pledge of such Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrowers shall have provided the Administrative Agent such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of this Agreement and the Collateral Documents; provided, that no such release shall occur, and no such Guarantor shall constitute a Released Guarantor, if (x) such Guarantor continues to be a Subsidiary Guarantor no longer being a Material Subsidiary guarantor in respect of any other Obligations, any First Lien Obligation or any Second Lien Obligations or any Junior Financing or (y) the sale of Equity Interests in such Guarantor continues to constitute a Subsidiary Guarantor permitted of the Parent Borrower and becomes an Excluded Subsidiary under Section 10.4, clause (a) of the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: definition thereof unless (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall have occurred and be continuing at the time such Guarantor becomes an Excluded Subsidiary under clause (a) of the definition thereof and (ii) after giving Pro Forma Effect to such release and the consummation of the transaction that causes such Person to become an Excluded Subsidiary under clause (a) of the definition thereof, the Borrowers and Restricted Subsidiaries shall be deemed to have made an Investment in, or a Restricted Payment in respect of, as applicable, such Person (as if such Person were then be in existence newly acquired or would occur as a result of such release; (iiiformed) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents Investment or Restricted Payment is permitted hereunder at such time. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder (other than contingent indemnification obligations as to which any no claim has been asserted) have been paid or satisfied in full, and no Letter of them is a party, shall be true and correct in all material respects Credit remains outstanding (except in any Letter of Credit the case Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as backstop letter of the date of such release with the same force and effect as if made on and as of such date except credit reasonably satisfactory to the extent that such representations and warranties expressly relate solely to an earlier date (applicable Issuing Bank has been put in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (place or such shorter period as may be Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the Administrative Agent) prior to applicable Issuing Bank), this Agreement and the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request Guarantees made herein shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Appears in 3 contracts

Samples: Abl Credit Agreement (Option Care Health, Inc.), Abl Credit Agreement (Option Care Health, Inc.), Abl Credit Agreement (Option Care Health, Inc.)

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary a Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in is then not required to be a party to the most-recent calculation of Guaranty under the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Baseimmediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iii) the representations and warranties made or deemed made by the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case accurate on and as of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))under the Loan Documents; and (iv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize In connection with the Administrative Agent to release of a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6the Section, if such Guarantor is also a Pledgor, the Administrative Agent shall release from the Lien of the Pledge Agreement the Equity Interests in Material Subsidiaries owned by such Guarantor.

Appears in 2 contracts

Samples: Pledge Agreement (Select Income REIT), Credit Agreement (Select Income REIT)

Release of Guarantors. In connection with Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor shall automatically be released from its obligations hereunder (and its Loan Guaranty and any Lien granted by such Subsidiary Guarantor pursuant to any Collateral Document) shall be automatically released) (i) upon the consummation of any transaction or series of related transactions not prohibited hereunder if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions not prohibited hereunder; provided that if any Subsidiary Guarantor ceases to be wholly-owned, directly or indirectly, by the Borrower, such subsidiary shall not be released from its Guaranty unless either (x) a Subsidiary Guarantor it is no longer being a Material Subsidiary direct or indirect subsidiary of the Borrower or (y) after giving pro forma effect to such release and the sale consummation of Equity Interests the relevant transaction, the Borrower is deemed to have made a new Investment in a Subsidiary Guarantor such Person (as if such Person was then newly acquired) and such Investment is permitted under Section 10.46.05 (it being understood, this proviso shall not limit the release of any Subsidiary Guarantor that otherwise qualifies as Excluded Subsidiary for reasons other than clause (a) of the definition thereof)) and/or (ii) upon the occurrence of the Termination Date and (b) any Subsidiary Guarantor that meets the definition of an “Excluded Subsidiary” shall be released by the Administrative Agent promptly following the request therefor by the Borrower; provided that if any Subsidiary Guarantor ceases to be wholly-owned, directly or indirectly, by the Borrower, such subsidiary shall not be released from its Guaranty unless either (x) it is no longer a direct or indirect subsidiary of the Borrower or (y) after giving pro forma effect to such release and the consummation of the relevant transaction, the Borrower may request is deemed to have made a new Investment in writing such Person (as if such Person was then newly acquired) and such Investment is permitted under Section 6.05 (it being understood, this proviso shall not limit the release of any Subsidiary Guarantor that otherwise qualifies as Excluded Subsidiary for reasons other than clause (a) of the Administrative Agent definition thereof). In connection with any such release, and upon receipt of such request the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, such Subsidiary Guarantor from that upon the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation request of the Borrowing BaseAdministrative Agent, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and such Subsidiary Guarantor in delivery of any document pursuant to the Loan Documents to which any preceding sentence of them is a party, this Section 9.22 shall be true and correct in all material respects (except in the case of a representation without recourse to or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of releaseexecute and deliver such documents). Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.183

Appears in 2 contracts

Samples: Credit Agreement (Definitive Healthcare Corp.), Credit Agreement (Definitive Healthcare Corp.)

Release of Guarantors. In connection with (xNotwithstanding anything in Section 9.02(b) a to the contrary, any Subsidiary Guarantor no longer being shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (a) upon the consummation of any permitted transaction or series of related transactions if as a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the release of any Subsidiary Guarantor from its obligations under the Subsidiary Loan Guaranty and any other applicable Security Documents so long as: (i) if such Subsidiary Guarantor owns no Property included in the most-recent calculation becomes an Excluded Subsidiary of the Borrowing Base, nor any Equity Interest type described in any clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; such type (iii) no Event of Default shall then exists, (ii) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be in existence or would occur as a result an Excluded Subsidiary of such release; type, the applicable Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to such Borrower’s equity interest therein as reasonably estimated by the applicable Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time, (iii) the representations and warranties made by such Subsidiary is or becomes an Excluded Subsidiary for a bona fide legitimate business purpose of the Borrower and its Restricted Subsidiaries and not for the primary purpose of causing such Subsidiary to be released as a Subsidiary Guarantor in and/or evading the Loan Documents to which any of them is a party, shall be true Collateral and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); Guarantee Requirement and (iv) a Responsible Officer of the applicable Borrower certifies to the Administrative Agent compliance with preceding clauses (i), (ii) and (iii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall have received promptly execute and deliver to the relevant Loan Party, at such written Loan Party’s expense, all documents that such Loan Party shall reasonably request at least ten to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Appears in 2 contracts

Samples: Credit Agreement (Indivior PLC), Credit Agreement (Indivior PLC)

Release of Guarantors. In connection Unless otherwise specified pursuant to Section 301 with (x) respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Guarantor no longer being a Material Subsidiary or (y) until the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4entire principal of, the Borrower may request in writing that the Administrative Agent releasepremium, if any, and upon receipt interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise discharged in accordance with the provisions of such request Securities and this Indenture and all amounts owing to the Administrative Agent shall releaseTrustee hereunder have been paid; provided, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: however, that if (i) such Guarantor ceases to be a Subsidiary Guarantor owns no Property included in compliance with the most-recent calculation applicable provisions of the Borrowing Basethis Indenture, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence the Securities are defeased and discharged pursuant to Section 1502 or would occur as a result of such release; (iii) all or substantially all of the representations and warranties made assets of such Guarantor or all of the Capital Stock of such Guarantor are sold (including by issuance, merger, consolidation or otherwise) by the Borrower Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers' Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Guarantor or the Person acquiring such assets (in the Loan Documents to which any event of them is a party, sale or other disposition of all or substantially all of the assets or Capital Stock of such Guarantor) shall be true released and correct discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in all material respects (except in order to acknowledge the case release of such Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true series and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with under this Section 4.6Article Thirteen.

Appears in 2 contracts

Samples: Senior Indenture (Sonic Automotive 1495 Automall DR Columbus Inc), Sonic Automotive 1495 Automall DR Columbus Inc

Release of Guarantors. In connection with (xNotwithstanding anything in Section 9.02(b) a to the contrary, any Subsidiary Guarantor no longer being shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (a) upon the consummation of any permitted transaction or series of related transactions if as a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the release of any Subsidiary Guarantor from its obligations under the Subsidiary Loan Guaranty and any other applicable Security Documents so long as: (i) if such Subsidiary Guarantor owns no Property included in the most-recent calculation becomes an Excluded Subsidiary of the Borrowing Base, nor any Equity Interest type described in any clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; such type (iii) no Event of Default shall then exists, (ii) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be in existence or would occur as a result an Excluded Subsidiary of such release; type, the Lead Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the Lead Borrower’s equity interest therein as reasonably estimated by the Lead Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as Responsible Officer of the date of such release with the same force and effect as if made on and as of such date except Lead Borrower certifies to the extent that such representations and warranties expressly relate solely to an earlier date Administrative Agent compliance with preceding clauses (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); i) and (ivii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall have received promptly execute and deliver to the relevant Loan Party, at such written Loan Party’s expense, all documents that such Loan Party shall reasonably request at least ten to evidence termination or release; provided that upon the request of the Administrative Agent, the Lead Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Appears in 2 contracts

Samples: Credit Agreement (SB/RH Holdings, LLC), Credit Agreement (SB/RH Holdings, LLC)

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xa) Equity Interests of any Subsidiary Guarantor are issued, sold or transferred (including pursuant to a merger, consolidation or amalgamation) such that it ceases to be a Restricted Subsidiary (a “Transferred Guarantor”) to a person or persons, none of which is a Loan Party or a Subsidiary, (b) a Guarantor is designated as an Unrestricted Subsidiary in accordance with the Loan Documents, (c) a Restricted Subsidiary that becomes a Loan Party after the Effective Date is subsequently designated as an Excluded Guarantor no longer being Subsidiary in accordance with the definition thereof, (d) a Material Qualified Borrower IPO, or (e) a Qualified IPO by Designated Holdco shall occur, then, such Transferred Guarantor (in the case of clause (a)), such Unrestricted Subsidiary (in the case of clause (b)), such Restricted Subsidiary (in the case of clause (c)), Holdings and, on and after the Specified AV Minerals Joinder Date, AV Minerals (in the case of clause (d)), or, on and after the Designated Holdco Effective Date, Holdings and, on and after the Specified AV Minerals Joinder Date, AV Minerals (in the case of clause (e)), shall, upon the consummation of such issuance, sale or transfer or upon such designation as an Unrestricted Subsidiary or Excluded Guarantor Subsidiary or upon the consummation of the Qualified Borrower IPO or a Qualified IPO by Designated Holdco, be released from its obligations under this Agreement (y) the sale of Equity Interests in a Subsidiary Guarantor permitted including under Section 10.4, the Borrower may request in writing that the Administrative Agent release11.03 hereof) and any other Loan Documents to which it is a party, and upon receipt of such request the Administrative Agent shall release, take such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included actions as are within its powers to effect each release described in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty this Section 7.09 in accordance with this Section 4.6the relevant provisions of the Loan Documents; provided that such Guarantor is also released from its obligations, if any, under the Secured Term Loan Documents, the Revolving Credit Loan Documents, the Senior Note Documents, the Additional Senior Secured Indebtedness Documents and other Material Indebtedness guaranteed by such Person on the same terms.

Appears in 2 contracts

Samples: Short Term Credit Agreement (Novelis Inc.), Term Credit Agreement (Novelis Inc.)

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests or property of any Subsidiary Guarantor that owns are sold or otherwise transferred (a Property included in the most-recent calculation “Transferred Guarantor”) to a person or persons, none of Borrowing Base; which is a Loan Party or (ii) no Event of Default shall then be in existence or would occur as a result any Subsidiary Guarantor becomes an Excluded Subsidiary, such Transferred Guarantor shall, upon the consummation of such release; sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (iiiincluding under Section 10.05 hereof) the representations and warranties made its obligations to pledge and grant any Collateral owned by the Borrower and such Subsidiary Guarantor in the Loan Documents it pursuant to which any of them is a partyCollateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent and the Collateral Agent shall, at such Transferred Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the Senior Notes, the ABL Credit Agreement (other than Canadian Subsidiaries which guarantee Indebtedness under the ABL Credit Agreement) or any Junior Financing with a principal amount in excess of the Threshold Amount. When all Commitments hereunder have received such written request at least ten terminated, and all Loans or other Obligation (10other than obligations under Treasury Services Agreements or Secured Hedge Agreements) Business Days hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or such shorter period as may be acceptable for which a backstop letter of credit reasonably satisfactory to the Administrative Agent) prior to applicable L/C Issuer has been put in place), this Agreement, the requested date of release. Delivery by other Loan Documents and the Borrower to the Administrative Agent of any such request guarantees made herein shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct terminate with respect to all Obligations, except with respect to Obligations that expressly survive such requestrepayment pursuant to the terms of this Agreement or the other Loan Documents. Lenders hereby irrevocably authorize the Administrative The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release a Subsidiary any Collateral owned by such Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6the relevant provisions of the Collateral Documents.

Appears in 2 contracts

Samples: Credit Agreement (Gates Industrial Corp PLC), Credit Agreement (Gates Industrial Corp PLC)

Release of Guarantors. In connection (a) If, in compliance with the terms and provisions of the Loan Documents (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) and subject to the sale terms of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4any applicable Intercreditor Agreement, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such any Guarantor ceases to be a Restricted Subsidiary Guarantor owns no Property included in the most-recent calculation pursuant to a transaction or designation permitted by this Agreement or upon consummation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing BaseGroup Refinancing Transactions; (ii) no Event any Guarantor is an Affiliate Subsidiary and such Affiliate Subsidiary becomes a Subsidiary of Default shall then or is merged into or with the Company, a Permitted Affiliate Parent, another Restricted Subsidiary of the Company or a Permitted Affiliate Parent which is not an Affiliate Subsidiary, a Permitted Affiliate Parent or a Guarantor; (iii) all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, in an Enforcement Sale or otherwise; (iv) [Reserved]; (v) a Guarantor is prohibited or restricted by applicable law from guaranteeing the Obligations (other than customary legal and contractual limitations substantially similar to those provided for in this Agreement or the Guaranty); provided that such guarantee will be released as a whole or in existence part to the extent it is necessary to achieve compliance with such prohibition or would occur restriction; (vi) such Guarantor is released from its obligations under the Loan Documents as a result of a transaction permitted by, and in compliance with, the covenant set forth in Section 5.01 of Annex II (provided that such releaseGuarantor is not under any obligation to pay principal and/or interest on the Facilities); (iiivii) such Guarantor resigns as a result of, and in connection, with any Solvent Liquidation; and (viii) upon termination of the representations Aggregate Commitments and warranties made by the Borrower and payment in full of all Obligations,(any such Subsidiary Guarantor in the Loan Documents (i) to which any of them is (viii) above, a party“Transferred Guarantor”), shall be true such Transferred Guarantor and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in sale of all respects) on and as of the date Equity Interests of the Transferred Guarantor) its Restricted Subsidiaries shall, upon the consummation of such release with the same force sale or transfer or other transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and effect as if made on its obligations to pledge and as of such date except grant any Collateral owned by it pursuant to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except any Collateral Document and, in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, the pledge of or security interest in which case such representation or warranty Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) automatically released, and, so long as the Borrowers shall have provided the Administrative Agent such certifications or documents as the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to reasonably request, the Administrative Agent of any shall take such request shall constitute a representation by the Borrower that the matters set forth actions as are necessary to effect each release described in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty this Section 11.09 in accordance with this Section 4.6the relevant provisions of the Collateral Documents.

Appears in 2 contracts

Samples: Credit Agreement (Liberty Latin America Ltd.), Credit Agreement (Liberty Latin America Ltd.)

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Credit Documents, (xi) a Subsidiary the Equity Interests of any Guarantor are directly or indirectly sold or otherwise transferred such that such Guarantor no longer being constitutes a Material Restricted Subsidiary (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Restricted Subsidiary, (ii) any Restricted Subsidiary is designated as or becomes an Excluded Subsidiary (provided, that, notwithstanding the foregoing, a Guarantor that is a Credit Party shall not be released from its Guarantee hereunder solely due to becoming an Excluded Subsidiary of the type described in clause (g) of the definition thereof due to a disposition of less than all of the Equity Interests of such Guarantor to an Affiliate of any Credit Party unless as a result of a joint venture or other strategic transaction entered into for a bona fide business purpose), or (iii) any Restricted Subsidiary that is a Credit Party is merged, consolidated, liquidated or dissolved in accordance with Section 10.05 and is not the surviving entity of such transaction (a “Liquidated Subsidiary”), such Transferred Guarantor, Excluded Subsidiary or Liquidated Subsidiary, as applicable, upon the consummation of such sale, transfer or designation of such Person as an Excluded Subsidiary or merger, consolidated, dissolution or liquidation, as applicable, shall be automatically released from its obligations under this Agreement (yincluding under Section 13.03 hereof) and the sale other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the pledge of Equity Interests in a any Transferred Guarantor or any Unrestricted Subsidiary Guarantor permitted under Section 10.4to Collateral Agent pursuant to the Security Documents shall be automatically released, and, so long as Borrower shall have provided the Borrower may request in writing that the Administrative Agent release, and upon receipt of Agents such request the Administrative certifications or documents as any Agent shall releasereasonably request, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Collateral Agent shall have received take such written request at least ten (10) Business Days (or such shorter period actions as may be acceptable are necessary to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth effect and evidence each release described in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty this Section 6.08 in accordance with the relevant provisions of the Security Documents and this Section 4.6Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD)

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary a Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (ii)(A) such Guarantor is not, or simultaneously with its release from the Guaranty will not be, required to be a party to the Guaranty under the immediately preceding subsection (a), (B) such Guarantor has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Subsidiary Guarantor owns no Property included in or (C) the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Borrower has elected to designate such Subsidiary Guarantor that owns as a Property included in the most-recent calculation of Borrowing BaseDesignated Excluded Subsidiary; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such releaserelease (including after giving pro forma effect to the removal of any Asset from the calculation of Consolidated Total Adjusted Unencumbered Asset Value as a result thereof); (iii) the representations and warranties made or deemed made by the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))under the Loan Documents or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6.; and (iv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

Appears in 2 contracts

Samples: Credit Agreement (STORE CAPITAL Corp), Credit Agreement (STORE CAPITAL Corp)

Release of Guarantors. In connection Parent shall be released from its obligations under its Guarantee in the event of any merger, sale or consolidation involving the Company that also constitutes a Change of Control with respect to the Company (xbut not with respect to Parent). Notwithstanding Section 10.3(a) hereof, upon the sale or disposition (including by merger or stock purchase) of a Subsidiary Guarantor no longer being a Material Subsidiary or (yas an entirety) the sale of Equity Interests in to an entity which is not and is not required to become a Subsidiary Guarantor permitted under Section 10.4Guarantor, or the designation of a Subsidiary to become an Unrestricted Subsidiary, in each case, which transaction is otherwise in compliance with this Indenture (including, without limitation, the Borrower may request in writing that the Administrative Agent releaseprovisions of Section 4.13 hereof), and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except solely in the case of a representation Guarantee arising solely as a result of the second paragraph of Section 4.15 hereof, the release or warranty qualified by materialitytermination of the guarantee giving rise to the obligation to enter into a Guarantee, in which case such representation or warranty Subsidiary Guarantor shall be true and correct in all respects) on and as of the date of released automatically from its obligations under its Subsidiary Guarantee; provided, however, that any such release with the same force and effect as if made on and as of such date except termination shall occur only to the extent that all obligations of such representations Subsidiary Guarantor under all of its guarantees of any Indebtedness of either Issuer or any Indebtedness of Parent or any of the other Subsidiaries or any Subsidiary of Parent shall also terminate upon such release, sale or transfer and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in none of its Equity Interests are pledged for the case benefit of a representation any holder of any Indebtedness of either Issuer or warranty qualified any Indebtedness of Parent or any other Subsidiary or any Subsidiary of Parent. Upon delivery by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable Issuers to the Administrative Agent) prior Trustee of an Officer’s Certificate, to the requested date of release. Delivery effect that such sale or other disposition or that such designation was made by the Borrower Issuers in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the Administrative Agent release of any such request Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under its Guarantee shall constitute a representation remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X. Notwithstanding the foregoing provisions of this Article X, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.4 may elect, at its sole discretion, by written notice to the Borrower Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the matters set forth in the preceding sentence (both as of the date of the giving release of such request Guarantee (which election to maintain such Guarantee in effect may be conditional or for a limited period of time), and as (ii) any Subsidiary which is not a Guarantor may elect, at its sole discretion, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6time).

Appears in 2 contracts

Samples: Indenture (Douglas Dynamics, Inc), Indenture (Douglas Dynamics, Inc)

Release of Guarantors. In connection with At the request and sole expense of the Borrower and the MLP: any Subsidiary of the MLP that is a Guarantor shall be released from its obligations hereunder in the event that (xa) all of the Equity Interests of such Guarantor shall be sold, transferred or otherwise disposed of in a Subsidiary Guarantor no longer being a Material Subsidiary transaction permitted by the Reimbursement Agreement or (yb) such Subsidiary does not guarantee any obligations of the MLP or any of its Subsidiaries under any Covered Material Indebtedness (including the Note Indentures), or any such Subsidiary is to be released from such guarantee of such Covered Material Indebtedness immediately following such Subsidiary’s release from its obligations hereunder, provided that the Borrower and the MLP shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request of a Responsible Officer of each of the Borrower and the MLP for release identifying the relevant Guarantor and the terms of the sale or other disposition or release from such guaranty, as the case may be, in reasonable detail, together with a certification by the Borrower and the MLP that such transaction is in compliance with the Reimbursement Agreement and the other Loan Documents and that at the time of Equity Interests in such release, after giving effect to any other Subsidiary of the MLP becoming a Subsidiary Guarantor permitted under Section 10.4party hereto, the Borrower may request and the MLP are in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation compliance with Section 5.11 of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) Reimbursement Agreement and no Event of Default shall then be in existence exists or would occur exist as a result of such release; (iii) the representations and warranties made by the Borrower and provided further that if such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case not released from such representation or warranty shall be true and correct in all respects) on and as of the date guarantee of such release with the same force and effect as if made on and as Covered Material Indebtedness within five (5) days of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to Subsidiary’s release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6Guaranty, then such Subsidiary shall immediately become a party to the Subsidiary Guaranty.

Appears in 2 contracts

Samples: Letter of Credit Agreement and Subsidiary Guaranty Agreement (NuStar Energy L.P.), Letter of Credit Agreement and Subsidiary Guaranty Agreement (NuStar Energy L.P.)

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (i) subsequent to the Closing Date, any Subsidiary Guarantor (A) is or becomes an Excluded Subsidiary or (B) ceases to constitute a Restricted Subsidiary (including as a result of the sale or transfer of Equity Interests of such Subsidiary Guarantor) or (ii) all or substantially all of the Property of any Subsidiary Guarantor is sold or otherwise transferred (in any event such that after giving effect to such Disposition on a Pro Forma Basis such Subsidiary Guarantor is an Immaterial Subsidiary) to a Person or Persons (other than any Loan Party) (any such Subsidiary Guarantor described in clause (i) or (ii), a “Transferred Guarantor”), then, (x) a Subsidiary in the case of clause (i)(A), such Transferred Guarantor no longer being a Material Subsidiary or may at the election of Borrower and (y) in the case of clauses (i)(B) and (ii), such Transferred Guarantor shall, in each case, be immediately and automatically released from its obligations under this Agreement (including under Section 11.03) and the other Loan Documents and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and, in the case of the sale or transfer of Equity Interests that resulted in a such Subsidiary Guarantor permitted under Section 10.4becoming a Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Security Documents shall be immediately and automatically released, and so long as Borrower may request in writing that shall have previously provided the Collateral Agent and the Administrative Agent release, and upon receipt of such request certifications or documents as the Collateral Agent and/or the Administrative Agent shall releasereasonably request, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent and the Collateral Agent shall have received take such written request actions as are reasonably requested by Borrower (at least ten (10its sole expense) Business Days (or such shorter period as may be acceptable to effect each release described in this Section 7.09 in accordance with the relevant provisions herein and of the other Loan Documents. Notwithstanding anything herein to the Administrative Agentcontrary, (x) prior to on the requested date Foreign Parent I Guarantee Release Trigger Date, Foreign Parent I shall be immediately and automatically (and without any further action on the part of release. Delivery by any Company or any Secured Party) released from its obligations under this Agreement and the Borrower to other Loan Documents, and the Administrative Agent and the Collateral Agent shall take such actions as are reasonably requested by Borrower (at its sole expense) to effect such release and (y) on the Foreign Parent II Guarantee Release Trigger Date, Foreign Parent II shall be immediately and automatically (and without any further action on the part of any such request shall constitute a representation by Company or any Secured Party) released from its obligations under this Agreement and the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request other Loan Documents, and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent shall take such actions as are reasonably requested by Borrower (at its sole expense) to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6effect such release.

Appears in 2 contracts

Samples: First Lien Credit Agreement (SolarWinds Corp), First Lien Credit Agreement (SolarWinds Corp)

Release of Guarantors. In connection with The Banks hereby irrevocably agree that any Guarantor (xother than Parent, Xxxxx Capital or the Company) shall be released from this Agreement following the discharge of the Guarantors’ obligations pursuant to Section 10.03 or upon consummation of any transaction permitted hereunder (including a Subsidiary sale, transfer or disposition of such Guarantor no longer being to a Material Subsidiary Person that is not Parent or one of its Subsidiaries) resulting in such Guarantor ceasing to constitute a Subsidiary. Any Guarantor (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4other than Parent, the Borrower may request in writing Company, Xxxxx Capital or a direct or indirect parent of the Company) shall be released upon discharge of the Guarantors’ obligations pursuant to Section 10.03 or if such Guarantor shall become an Excluded Person; provided that, with respect to any Guarantor that becomes an Excluded Person, no such release shall occur to the Administrative Agent releaseextent such Guarantor remains an issuer or co-issuer of or borrower or guarantor under any U.S. debt securities or U.S. syndicated credit facilities. Any Guarantor that is a direct or indirect parent of the Company (other than Parent) shall be released if, and upon receipt of such request the Administrative Agent shall releaseat any time after becoming a Guarantor, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in becomes prohibited by any applicable law, rule or regulation binding on such Guarantor or its properties from guaranteeing the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; obligations under this Agreement or (ii) no Event remaining a Guarantor would, in the reasonable determination of Default shall then be the Company, result in existence material adverse tax consequences to Parent or would occur any of its Subsidiaries as a result of such release; (iii) the representations and warranties made reasonably determined by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of Company; provided that no such release with the same force and effect as if made on and as of such date except shall occur under clauses (i) or (ii) above, to the extent that such representations and warranties expressly relate solely to Guarantor remains an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case issuer or co-issuer of a representation or warranty qualified by materiality, in which case such representation borrower or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (guarantor under any debt securities or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of releasesyndicated credit facilities. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders The Banks hereby irrevocably authorize the Administrative Agent to, and the Administrative Agent will at the sole cost and expense of the Company or applicable Credit Party, execute and deliver any instruments, documents, and agreements necessary to evidence and confirm the release a Subsidiary of any Guarantor from pursuant to the Subsidiary Guaranty in accordance with foregoing provisions of this Section 4.6paragraph, all without the further consent or joinder of any Bank.

Appears in 2 contracts

Samples: Credit Agreement (Eaton Corp PLC), Revolving Credit Agreement (Eaton Corp PLC)

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) Upon the sale or disposition (including by merger or stock purchase) of Equity Interests a Guarantor (other than the Parent) as an entirety to an entity which is not and is not required to become a Guarantor, or the designation of a Guarantor (other than the Parent) to become an Unrestricted Subsidiary, which transaction is otherwise in a Subsidiary Guarantor permitted under Section 10.4compliance with this Indenture (including, without limitation, the Borrower may request in writing that the Administrative Agent release, and upon receipt provisions of such request the Administrative Agent shall releaseSection 4.13, such Subsidiary Guarantor shall be deemed released from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation its obligations under its guarantee of the Borrowing BaseNotes; provided, nor however, that any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default such termination shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except only to the extent that all obligations of such representations Guarantor under all of its guarantees, and warranties expressly relate solely to an earlier date (in under all of its pledges of assets or other security interests which case secure, any of the Company's or the Parent's Indebtedness or Indebtedness of any other of their respective Subsidiaries shall also terminate upon such representations release, sale or transfer and warranties shall have been true and correct in all material respects (except in none of its Equity Interests are pledged for the case benefit of a representation any holder of any of the Company's or warranty qualified the Parent's Indebtedness or any Indebtedness of any of their respective Subsidiaries. Upon delivery by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable Company to the Administrative Agent) prior Trustee of an Officer's Certificate, to the requested date of release. Delivery effect that such sale or other disposition or that such designation was made by the Borrower Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the Administrative Agent release of any such request Guarantor from its obligations under its Guarantee. Except as provided in Section 10.3(a) hereof, any Guarantor not released from its obligations under its Guarantee shall constitute remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X. Notwithstanding the foregoing provisions of this Article X, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.4 may elect, at its sole discretion, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a representation by the Borrower that the matters set forth in the preceding sentence limited period of time), and (both as ii) any Subsidiary of the date Company which is not a Guarantor may elect, at its sole discretion, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6time).

Appears in 2 contracts

Samples: RFS Hotel Investors Inc, RFS Partnership Lp

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests of any Subsidiary Guarantor that owns (other than the Company) are sold or otherwise transferred to a Property included Person or Persons none of which is a Loan Party in the most-recent calculation of Borrowing Base; a transaction permitted hereunder or (ii) no Event of Default shall then any Subsidiary Guarantor ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in existence or would occur as clause (i), a result “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such release; sale or transfer or other transaction, be automatically released from its obligations under this Agreement (iiiincluding under Section 10.05 hereof) and the representations other Loan Documents, including its obligations to pledge and warranties made grant any Collateral owned by the Borrower and such Subsidiary Guarantor in the Loan Documents it pursuant to which any of them is a partyCollateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents; provided, however, that the release of any Subsidiary Guarantor from its obligations under this Agreement (x) if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (c) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default shall have received occurred and be continuing, (2) after giving pro forma effect to such written request at least ten (10) Business Days (or release and the consummation of the transaction that causes such shorter period as may Person to be acceptable to the Administrative Agent) prior to the requested date an Excluded Subsidiary of release. Delivery by such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 7.02 (as if such Person were then newly acquired) and such Investment is permitted pursuant to Section 7.02 (other than Section 7.02(f)) at such time and (3) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (1) and (2), (y) if such Subsidiary Guarantor becomes a Non-Recourse Subsidiary, shall only be permitted if at the time such Guarantor becomes a Non-Recourse Subsidiary (1) no Default or Event of Default shall have occurred and be continuing, (2) after giving pro forma effect to such release and the consummation of the transaction that cases such Person to be a Non-Recourse Subsidiary, the Borrower is in compliance with the Ratio Mortgage Requirement and (3) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with the immediately preceding clauses (1) and (2) and (z) if such Subsidiary Guarantor becomes an Immaterial Subsidiary, shall only be permitted if the Borrower has provided written notice to the Administrative Agent that such Subsidiary Guarantor (1) has become an Immaterial Subsidiary and (2) shall no longer guaranty the obligations under this Agreement; provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of the Senior Notes, any Permitted First Priority Refinancing Debt, any Permitted Junior Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Junior Financing or any Permitted Refinancing in respect of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of foregoing. Upon Payment in Full, this Agreement and the giving of such request and as of the date of the effectiveness of such request) are true and correct Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Playa Hotels & Resorts N.V.), Credit Agreement (Playa Hotels & Resorts N.V.)

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests of any Subsidiary Guarantor that owns are sold or otherwise transferred to a Property included Person or Persons none of which is a Loan Party in the most-recent calculation of Borrowing Base; a transaction permitted hereunder or (ii) no Event of Default shall then any Subsidiary Guarantor ceases to be in existence a Restricted Subsidiary or would occur becomes an Excluded Subsidiary as a result of such release; a transaction or designation permitted hereunder (iii) the representations and warranties made by the Borrower and any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or transfer or other transaction (but subject to the proviso below), be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents Documents, including its obligations to which pledge and grant any of them is a partyCollateral owned by it pursuant to any Collateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents; provided, however, that the release of any Subsidiary Guarantor from its obligations under this Agreement and the other Loan Documents if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default shall have received occurred and be outstanding, (2) after giving pro forma effect to such written request at least ten (10) Business Days (or release and the consummation of the transaction that causes such shorter period as may Person to be acceptable to the Administrative Agent) prior to the requested date an Excluded Subsidiary of release. Delivery by such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 7.02 (as if such Person were then newly acquired) and such Investment is permitted pursuant to Section 7.02 (other than Section 7.02(f)) at such time and (3) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of the Second Lien Term Facility, any Permitted First Priority Refinancing Debt, any Permitted Junior Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Incremental Equivalent Debt, any Junior Financing, any Permitted Debt Exchange Notes or any Permitted Refinancing in respect of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date foregoing. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements), and no Letter of Credit remains outstanding (except any Letter of Credit the giving Outstanding Amount of such request which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and as of the date of the effectiveness of such request) are true and correct Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Jason Industries, Inc.), Credit Agreement (Jason Industries, Inc.)

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xi) all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor no longer being a Material becomes an Excluded Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, any such Subsidiary Guarantor from described in the Subsidiary Guaranty and any other applicable Security Documents so long as: foregoing clause (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; or (ii) no Event of Default shall then be in existence or would occur as ), a result “Released Guarantor”), such Released Guarantor shall, upon the consummation of such release; sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (iiiincluding under Section 10.05 hereof) the representations and warranties made its obligations to pledge and grant any Collateral owned by the Borrower and such Subsidiary Guarantor in the Loan Documents it pursuant to which any of them is a partyCollateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Released Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent and the Collateral Agent shall, at such Released Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents. Upon the Discharge of Obligations, this Agreement, the other Loan Documents and the guarantees made herein shall have received terminate with respect to all Obligations, except with respect to Obligations that expressly survive such written request Discharge of Obligations pursuant to the terms of this Agreement or the other Loan Documents. The Collateral Agent shall, at least ten (10) Business Days (each Guarantor’s expense, take such actions as are necessary to release any Collateral owned by such Guarantor in accordance with the relevant provisions of the Collateral Documents. Any execution and delivery of any document pursuant to the preceding sentence of this Section 11.10 shall be without recourse to or such shorter period as may be acceptable to warranty by the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

Appears in 2 contracts

Samples: Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests of any Subsidiary Guarantor that owns are sold or otherwise transferred to a Property included Person or Persons none of which is a Loan Party in the most-recent calculation of Borrowing Base; a transaction permitted hereunder or (ii) no Event of Default shall then any Subsidiary Guarantor ceases to be in existence a Restricted Subsidiary or would occur becomes an Excluded Subsidiary as a result of such release; a transaction or designation permitted hereunder (iii) the representations and warranties made by the Borrower and any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such sale or transfer or other transaction (but subject to the proviso below), be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents Documents, including its obligations to which pledge and grant any of them is a partyCollateral owned by it pursuant to any Collateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents; provided, however, that the release of any Subsidiary Guarantor from its obligations under this Agreement if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default shall have received occurred and be outstanding, (2) after giving pro forma effect to such written request at least ten (10) Business Days (or release and the consummation of the transaction that causes such shorter period as may Person to be acceptable to the Administrative Agent) prior to the requested date an Excluded Subsidiary of release. Delivery by such type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 7.02 (as if such Person were then newly acquired) and such Investment is permitted pursuant to Section 7.02 (other than Section 7.02(f)) at such time and (3) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any such request shall constitute a representation by the Borrower that the matters set forth Credit Agreement Refinancing Indebtedness, any Permitted Ratio Debt, any Incremental Equivalent Debt, any Junior Financing or any Permitted Refinancing in the preceding sentence (both as respect of any of the date foregoing. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than contingent obligations as to which no claim has been asserted, Cash Management Obligations and obligations pursuant to Secured Hedge Agreements), and no Letter of Credit remains outstanding (except any Letter of Credit the giving Outstanding Amount of such request which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and as of the date of the effectiveness of such request) are true and correct Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Global Eagle Entertainment Inc.), Credit Agreement (Global Eagle Entertainment Inc.)

Release of Guarantors. In connection with (x) The Guarantee of a Subsidiary Guarantor no longer being a Material Subsidiary shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and execution or delivery or any other applicable Security Documents so long asdocument: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor owns no Property included in to a Person that is not (either before or after giving effect to such transaction) the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns Company or a Property included in the most-recent calculation of Borrowing BaseRestricted Subsidiary; provided such sale or disposition is permitted by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is permitted by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall then be in existence or would occur as a result of such releasethereof or has occurred and is continuing; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; or (v) if the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of Company properly designates any such request shall constitute a representation by the Borrower Restricted Subsidiary that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release is a Subsidiary Guarantor from under this Indenture as an Unrestricted Subsidiary. Upon delivery by the Subsidiary Guaranty Company to the Trustee of an Officers’ Certificate to the effect that such transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Section 4.6Article XIII.

Appears in 2 contracts

Samples: Indenture (United Rentals Inc /De), Indenture (United Rentals Inc /De)

Release of Guarantors. In connection If, in compliance with (x) a the terms and provisions of the Loan Documents, all or substantially all of the Equity Interests of any Subsidiary Guarantor no longer being are sold or otherwise transferred (including without limitation by way of merger, consolidation or amalgamation) (a Material Subsidiary “Transferred Guarantor”) to a person or persons, none of which is a Borrower or a Guarantor, such Transferred Guarantor shall, effective immediately upon the consummation of such sale or transfer, be automatically released from its obligations under this Agreement (yincluding under Section 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and the sale pledge of such Equity Interests to the Collateral Agent pursuant to the Security Agreements shall be automatically released, and the Collateral Agent shall (at the expense of the Borrowers) take such actions as are necessary or reasonably requested by the Borrower Agent to effect or evidence each release described in a Subsidiary Guarantor permitted under this Section 10.47.09 in accordance with the relevant provisions of the Security Documents (and, for the avoidance of doubt, the Borrower may request in writing that Secured Parties shall be deemed to have irrevocably authorized and directed the Administrative Agent releaseand the Collateral Agent to take such actions), so long as the Borrowers shall have provided the Agents such certifications or documents as any Agent or the Required Lenders shall reasonably request in order to demonstrate compliance with this Agreement; provided that each of the Secured Parties irrevocably authorizes and upon receipt of such request directs the Administrative Agent shall releaseand the Collateral Agent to rely on any certificate of a Responsible Officer of the Borrower Agent to the effect that a release of a Guarantor and its Collateral is in compliance with the Loan Documents, without independent investigation, and release such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in its obligations under the Loan Documents and its interests in any Collateral of such Guarantor pursuant to which this Section 7.09 (including, in each case of the foregoing, by filing applicable termination statements and/or returning any of them is a party, pledged Collateral). Any such certificate shall be true conclusive and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6binding.

Appears in 2 contracts

Samples: Second Lien Credit Agreement (Solera Corp.), Second Lien Credit Agreement (Solera Corp.)

Release of Guarantors. In connection with Each of the Subsidiary Guarantors hereby covenants that its Subsidiary Guarantee will not be discharged except by complete performance of its obligations contained in the Note, this Subsidiary Guarantee and pursuant to the Indenture; provided, however, that if (xa) a an Subsidiary Guarantor no longer being a Material does not guarantee any Indebtedness of the Company the amount of which, when added together with any other outstanding Indebtedness of the Company guaranteed by its Subsidiaries that are not Subsidiary Guarantors, would exceed $50 million in the aggregate, excluding the Notes of this series, and all outstanding Indebtedness of such Subsidiary Guarantor would have been permitted to be incurred pursuant to Section 1011 of the Indenture measured at the time of the release and discharge as described in this paragraph, (b) the Notes of this series are defeased and discharged pursuant to Article Fourteen of the Indenture, or (yc) all or substantially all of the sale assets of Equity Interests in a such Subsidiary Guarantor permitted under Section 10.4, or all of the Borrower may request in writing that the Administrative Agent release, and upon receipt capital stock of such request Subsidiary Guarantor is sold (including by issuance, merger, consolidation or otherwise) by the Administrative Agent shall releaseCompany or any of its Subsidiaries, then in each case of (a), (b) or (c) above, such Subsidiary Guarantor or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets or capital stock of such Subsidiary Guarantor) shall be automatically and without any further action on the part of any party to the Indenture, and upon notice to the Trustee, be fully released and discharged from all its liabilities and obligations under or in respect of the Indenture and this Subsidiary Guaranty Guarantee of the Note, and any promptly upon the request of the Company and at the expense of the Company, the Trustee shall execute such documents and take such other applicable Security Documents so long as: (i) action as is reasonably requested by the Company to evidence the release and discharge of such Guarantor from all such liabilities and obligations and shall, if applicable, certify to the Company that such Subsidiary Guarantor owns has no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns liabilities or obligations resulting from a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and demand on such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6Guarantor’s Guarantee.

Appears in 2 contracts

Samples: Supplemental Indenture (Quest Diagnostics Inc), Quest Diagnostics Inc

Release of Guarantors. In connection Unless otherwise specified pursuant to Section 301 with (x) respect to a series of Securities, each Subsidiary Guarantee will remain in effect with respect to the respective Guarantor no longer being a Material Subsidiary or (y) until the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4entire principal of, the Borrower may request in writing that the Administrative Agent releasepremium, if any, and upon receipt interest on the Securities to which such Subsidiary Guarantee relates shall have been paid in full or otherwise discharged in accordance with the provisions of such request Securities and this Indenture and all amounts owing to the Administrative Agent shall releaseTrustee hereunder have been paid; provided, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: however, that if (i) such Guarantor ceases to be a Subsidiary Guarantor owns no Property included in compliance with the most-recent calculation applicable provisions of the Borrowing Basethis Indenture, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence the Securities are defeased and discharged pursuant to Section 1502 or would occur as a result of such release; (iii) all or substantially all of the representations and warranties made assets of such Guarantor or all of the Capital Stock of such Guarantor are sold (including by issuance, merger, consolidation or otherwise) by the Borrower Company or any Subsidiary in a transaction complying with the requirements of this Indenture, then, in each case of (i), (ii) or (iii), upon delivery by the Company of an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent herein provided for relating to the release of such Guarantor from its obligations under its Subsidiary Guarantee and this Article Thirteen have been complied with, such Guarantor or the Person acquiring such assets (in the Loan Documents to which any event of them is a party, sale or other disposition of all or substantially all of the assets or Capital Stock of such Guarantor) shall be true released and correct discharged of its obligations under its Subsidiary Guarantee and under this Article Thirteen without any action on the part of the Trustee or any Holder, and the Trustee shall execute any documents reasonably required in all material respects (except in order to acknowledge the case release of such Guarantor from its obligations under its Subsidiary Guarantee endorsed on the Securities of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true series and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with under this Section 4.6Article Thirteen.

Appears in 2 contracts

Samples: Senior Indenture (Sonic Automotive Inc), Indenture (Sonic Automotive Inc)

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder) and/or (ii) upon the occurrence of the Termination Date, (b) any Subsidiary Guarantor that qualified as an “Excluded Subsidiary” shall be released by the Administrative Agent promptly following the request therefor by the Borrower and (c) any Lighthouse Common Equity Holder who executed a Limited Recourse Pledge Agreement shall be automatically released from its obligations thereunder if such Person ceases to own any Lighthouse Common Equity Interest. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent any such release, and upon receipt of such request the Administrative Agent shall promptly execute and deliver to the relevant Loan Party or Lighthouse Common Equity Holder, at such Person’s expense, all documents that such Person shall reasonably request to evidence termination or release; provided, such Subsidiary Guarantor from that upon the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation request of the Borrowing BaseAdministrative Agent, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and such Subsidiary Guarantor in delivery of any document pursuant to the Loan Documents to which any preceding sentence of them is a party, this Section 9.22 shall be true and correct in all material respects (except in the case of a representation without recourse to or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Appears in 2 contracts

Samples: Assignment and Assumption (Shift4 Payments, Inc.), Assignment and Assumption (Shift4 Payments, Inc.)

Release of Guarantors. In connection If, in compliance with (x) the terms and provisions of the Loan Documents, any Guarantor ceases to be a Subsidiary Guarantor no longer being a Material Restricted Subsidiary or (ysubject to the proviso in the definition of “Excluded Subsidiaries”) becomes an Excluded Subsidiary, such Guarantor shall, upon the sale consummation of Equity Interests such transaction resulting in such Subsidiary ceasing to be a Restricted Subsidiary Guarantor permitted or (subject to the proviso in the definition of “Excluded Subsidiaries”) becoming an Excluded Subsidiary, as applicable, be automatically released from its obligations under this Agreement (including under Section 10.410.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document shall be automatically released, and, so long as the Borrower may request in writing that shall have provided the Administrative Agent release, and upon receipt of such request certifications or documents as the Administrative Agent shall releasereasonably request, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall and the Collateral Agent shall, at such Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 10.10 in accordance with the relevant provisions of the Collateral Documents. When all Commitments hereunder have received such written request at least ten terminated, and all Loans or other Obligations (10other than obligations under Treasury Services Agreements or Secured Hedge Agreements) Business Days hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit which has been Cash Collateralized or such shorter period as may be acceptable for which a backstop letter of credit reasonably satisfactory to the Administrative Agent) prior to applicable Issuing Bank has been put in place), this Agreement, the requested date of release. Delivery by other Loan Documents and the Borrower to the Administrative Agent of any such request guarantees made herein shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct terminate with respect to all Obligations, except with respect to Obligations that expressly survive such requestrepayment pursuant to the terms of this Agreement or the other Loan Documents. Lenders hereby irrevocably authorize the Administrative The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release a Subsidiary any Collateral owned by such Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6the relevant provisions of the Collateral Documents.

Appears in 2 contracts

Samples: Credit Agreement (Tradeweb Markets Inc.), Credit Agreement (Tradeweb Markets Inc.)

Release of Guarantors. In connection with Notwithstanding anything in Section 9.02(b) to the contrary, (xa) a any Subsidiary Guarantor no longer being shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions if as a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, result thereof such Subsidiary Guarantor from ceases to be a Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder)) and/or (ii) upon the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation occurrence of the Borrowing Base, nor any Equity Interest in Termination Date and (b) any Subsidiary Guarantor that owns a Property included qualified as an “Excluded Subsidiary” shall be released by the Administrative Agent promptly following the request therefor by the Borrower; provided that the release of any Subsidiary Guarantor from its obligations under the Loan Guaranty if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the most-recent calculation of Borrowing Base; (ii) no Event of Default definition thereof shall then only be in existence or would occur as a result permitted if at the time such Guarantor becomes an Excluded Subsidiary of such release; type after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Borrower (iiior its applicable Subsidiary) is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the representations and warranties made portion of the fair market value of the net assets of such Person attributable to the Borrower’s (or its applicable Subsidiary’s) Capital Stock therein as reasonably estimated by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them Investment is a partypermitted under this Agreement at such time. In connection with any such release, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received promptly execute and deliver to the relevant Loan Party, at such written Loan Party’s expense, all documents that such Loan Party shall reasonably request at least ten to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Appears in 2 contracts

Samples: Credit Agreement (First Watch Restaurant Group, Inc.), Credit Agreement (First Watch Restaurant Group, Inc.)

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xi) a all or substantially all of the Equity Interests or property of any Subsidiary Guarantor no longer being are sold or otherwise transferred as permitted under this Agreement, to a Material Subsidiary person or persons, none of which is a Loan Party or (yii) the sale of Equity Interests in a any Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall releasebecomes an Excluded Subsidiary, such Subsidiary Guarantor from shall, upon the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result consummation of such release; sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (iiiincluding under Section 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date pledge of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower Equity Interests to the Administrative Agent of any such request pursuant to the Collateral Documents shall constitute a representation by be automatically released, and, so long as the Borrower that shall have provided the matters set forth Agents such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall, at such Subsidiary Guarantor’s expense, take such actions as are necessary to effect each release described in this Section 11.10 in accordance with the preceding sentence (both as relevant provisions of the date Collateral Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of the giving of such request and as Senior Notes or any Junior Financing with a principal amount in excess of the date Threshold Amount. When all Commitments hereunder have terminated, and all Loans or other Obligations (other than obligations under Treasury Services Agreements or Secured Hedge Agreements) hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the effectiveness Outstanding Amount of such request) are true which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement, the other Loan Documents and correct the guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such requestrepayment pursuant to the terms of this Agreement or the other Loan Documents. Lenders hereby irrevocably authorize the The Administrative Agent shall, at each Guarantor’s expense, take such actions as are necessary to release a Subsidiary any Collateral owned by such Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6the relevant provisions of the Collateral Documents.

Appears in 2 contracts

Samples: Credit Agreement (NRG Energy, Inc.), Credit Agreement (Vivint Smart Home, Inc.)

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing BaseEquity Interests or property of any Guarantor are sold or otherwise transferred (a “Transferred Guarantor”) to a person or persons, nor any Equity Interest in any Subsidiary Guarantor none of which is a Loan Party (or a Person that owns is required to become a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur Loan Party as a result of such release; sale or other transfer) or (iiiii) the representations and warranties made by the Borrower and such any Subsidiary Guarantor in becomes an Excluded Subsidiary, such Transferred Guarantor shall, upon the Loan Documents consummation of such sale or transfer, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to which pledge and grant any of them is a partyCollateral owned by it pursuant to any Collateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall and the Collateral Agent shall, at such Transferred Guarantor’s expense, take such actions as are necessary or reasonably requested to effect each release described in this Section 11.10 in accordance with the relevant provisions of the Collateral Documents. When all Aggregate Commitments hereunder have received such written request at least ten terminated, and all Loans or other Obligations have been paid in full (10other than obligations under Treasury Services Agreements or Secured Hedge Agreements not yet accrued and payable and contingent indemnification obligations not yet accrued and payable) Business Days hereunder, and no Letter of Credit remains outstanding (unless the Outstanding Amount of the L/C Obligations related thereto and all Cash Collateralized Letters of Credit have been Cash Collateralized or such shorter period as may be acceptable a backstop letter of credit reasonably satisfactory to the Administrative Agent) prior to applicable L/C Issuer is in place), this Agreement and the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request guarantees made herein shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct terminate with respect to all Obligations, except with respect to Obligations that expressly survive such requestrepayment pursuant to the terms of this Agreement. Lenders hereby irrevocably authorize the Administrative The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release a Subsidiary any Collateral owned by such Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6the relevant provisions of the Collateral Documents.

Appears in 2 contracts

Samples: Credit Agreement (Travelport Worldwide LTD), Credit Agreement (Travelport LTD)

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall releaserelease (subject to the terms of the Guaranty), such Subsidiary a Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Guarantor meets, or will meet simultaneously with its release from the Guaranty, all of the provisions of the definition of the term “Excluded Subsidiary” or has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material Subsidiary Guarantor owns no Property included or a Subsidiary, or in the most-recent calculation case of the a Material Subsidiary that does not own or lease an Unencumbered Borrowing BaseBase Property, nor any Equity Interest such release will not result in any Subsidiary Guarantor that owns a Property included in the most-recent calculation violation of Borrowing BaseSection 10.1.(h); (ii) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which , including without limitation, a Default or Event of Default resulting from a violation of any of them is a party, shall be true and correct the covenants contained in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder))Section 10.1.; and (iv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize If such Guarantor owns an Unencumbered Borrowing Base Property, then the Administrative Agent release of such Guarantor shall also be subject to release a Subsidiary Guarantor from the Subsidiary Guaranty and in accordance with this Section 4.64.2. The Agent agrees to furnish to the Borrower, at the Borrower’s request and at the Borrower’s sole cost and expense, any release, termination, or other agreement or document evidencing the foregoing release as may be reasonably requested by the Borrower.

Appears in 2 contracts

Samples: Credit Agreement (DiamondRock Hospitality Co), Credit Agreement (DiamondRock Hospitality Co)

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary a Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (ii)(A)(1) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor does not own any Unencumbered Assets or any direct or indirect Equity Interest in any Subsidiary Guarantor that owns any Unencumbered Assets, and (2) such Guarantor is not otherwise required to be a Property included in party to the most-recent calculation of Borrowing BaseGuaranty under the immediately preceding subsection (a), (B) such Guarantor has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Subsidiary or (C) such Guarantor will, simultaneously with its release from the Guaranty, qualify as an Excluded Subsidiary; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iii) the representations and warranties made or deemed made by the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))under the Loan Documents or waived or consented to by the Requisite Lenders in accordance with the provisions of Section 13.7.; and (iv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

Appears in 2 contracts

Samples: Credit Agreement (Realty Income Corp), Credit Agreement (Realty Income Corp)

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests or property of any Subsidiary Guarantor that owns are sold or otherwise transferred to a Property included Person or Persons none of which is a Loan Party in the most-recent calculation of Borrowing Base; a transaction permitted hereunder or (ii) no Event of Default shall then be in existence or would occur any Subsidiary Guarantor becomes an Excluded Subsidiary as a result of such release; a transaction or designation permitted hereunder (iii) the representations and warranties made by the Borrower and any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor shall, upon the Loan Documents consummation of such sale or transfer or other transaction, be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and its obligations to which pledge and grant any of them is a partyCollateral owned by it pursuant to any Collateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents; provided, however, that the release of any Subsidiary Guarantor from its obligations under this Agreement if such Subsidiary Guarantor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default shall have received occurred and be continuing, (2) after giving pro forma effect to such written request at least ten (10) Business Days (or release and the consummation of the transaction that causes such shorter period as may Person to be acceptable to the Administrative Agent) prior to the requested date an Excluded Subsidiary of release. Delivery by such type, the Borrower is deemed to have made a new Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted at such time and (3) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with preceding clauses (1) and (2); provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of any such request shall constitute a representation by the Borrower that the matters set forth Incremental Equivalent Debt, any Refinancing Equivalent Debt, any Specified Junior Financing Obligation or any Permitted Refinancing in the preceding sentence (both as respect of any of the date foregoing. Subject to the immediately preceding paragraph of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.611.09, the Guarantees made herein shall remain in full force and effect so long as any Lender shall have any Commitment hereunder, any Loan or other Obligation (other than (i) contingent indemnification obligations as to which no claim has been asserted and (ii) Secured Hedge Obligations) hereunder which is accrued and payable shall remain unpaid or unsatisfied.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (BRP Inc.), Term Loan Credit Agreement (BRP Inc.)

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer Without any further notice or action being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4required by any Person, the Borrower may request in writing that the Administrative Agent releaseany Guarantor, and upon receipt each Subsidiary of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns is also a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a partyGuarantor, shall be true fully and correct in conditionally released and discharged from all material respects obligations under its Guarantee and this Indenture upon the sale or disposition (except in the case whether by merger, stock purchase, asset sale or otherwise) of a representation Guarantor (or warranty qualified by materialityall of its assets) to an entity which is not a Subsidiary of the Company, or upon the dissolution of any Guarantor, which sale, disposition or dissolution is otherwise in which case compliance with this Indenture, such representation or warranty Guarantor shall be true and correct in all respects) on and as deemed released from its obligations under its Guarantee of the date of Securities; provided, however, that any such release with the same force and effect as if made on and as of such date except termination shall occur only to the extent that all obligations of such representations Guarantor under all of its guarantees of, and warranties expressly relate solely to an earlier date (in under all of its pledges of assets or other security interests which case secure any Indebtedness of the Company shall also terminate upon such representations sale, disposition or dissolution. The releases and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters discharges set forth in the preceding sentence (both as first paragraph of this Section 10.5 shall be effective on the date of consummation thereof. At the giving of such written request and as of the date of Company, the Trustee shall promptly execute and deliver appropriate instruments in forms reasonably acceptable to the Company evidencing and further implementing any releases and discharges pursuant to the foregoing provisions. If the Company desires the instruments evidencing or implementing any releases or discharges to be executed prior to the effectiveness of such request) are true releases and correct with respect discharges as set forth above, such instruments may be made conditional upon the occurrence of the events necessary to cause the effectiveness of such request. Lenders hereby irrevocably authorize releases and discharges, as specified in the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with first sentence of this Section 4.610.5. Notwithstanding the foregoing provisions of this Article 10, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.5 may elect, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a limited period of time), and (ii) any Subsidiary of the Company which is not a Guarantor may elect, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of time).

Appears in 2 contracts

Samples: Indenture (Rehabilitation Associates of Lafayette Inc), Indenture (Beverly Enterprises Inc)

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Loan Party shall automatically be released from its obligations hereunder (and its Loan Guarantee shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Loan Party ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder) and/or (ii) upon the occurrence of the Termination Date and (b) any Subsidiary Loan Party that qualifies as an “Excluded Subsidiary” shall be released by the Administrative Agent promptly following the request therefor by the Borrower. Notwithstanding the forgoing, no Subsidiary Loan Party shall be automatically released from its Guarantee (and related Collateral security) solely by virtue of such Person becoming an Excluded Subsidiary pursuant to clause (b) of the definition of “Excluded Subsidiary” other than as a result of a transaction permitted under this Agreement that was done for a bona fide business purpose and not in contemplation of adversely affecting the Secured Parties’ interests in the Guarantees and Collateral. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent any such release, and upon receipt of such request the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that, in connection with such Subsidiary Guarantor from documents requested by any Loan Party, upon the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation request of the Borrowing BaseAdministrative Agent, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and such Subsidiary Guarantor in delivery of any document pursuant to the Loan Documents to which any preceding sentence of them is a party, this Section 9.23 shall be true and correct in all material respects (except in the case of a representation without recourse to or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Leslie's, Inc.), Term Loan Credit Agreement (Leslie's, Inc.)

Release of Guarantors. In connection with Each of the Additional Subsidiary Guarantors hereby covenants that its Subsidiary Guarantee will not be discharged except by complete performance of its obligations contained in the Note, this Subsidiary Guarantee and pursuant to the Indenture; provided, however, that if (xa) a an Additional Subsidiary Guarantor no longer being a Material does not guarantee any Indebtedness of the Company the amount of which, when added together with any other outstanding Indebtedness of the Company guaranteed by its Subsidiaries that are not Subsidiary Guarantors, would exceed $50 million in the aggregate, excluding the Notes of this series, and all outstanding Indebtedness of such Subsidiary Guarantor would have been permitted to be incurred pursuant to Section 1011 of the Indenture measured at the time of the release and discharge as described in this paragraph, (b) the Notes of this series are defeased and discharged pursuant to Article Fourteen of the Indenture, or (yc) all or substantially all of the sale assets of Equity Interests in a such Additional Subsidiary Guarantor permitted under Section 10.4, or all of the Borrower may request in writing that the Administrative Agent release, and upon receipt capital stock of such request Additional Subsidiary Guarantor is sold (including by issuance, merger, consolidation or otherwise) by the Administrative Agent shall releaseCompany or any of its Subsidiaries, then in each case of (a), (b) or (c) above, such Subsidiary Guarantor from or the Subsidiary Guaranty and any corporation acquiring such assets (in the event of a sale or other applicable Security Documents so long as: (i) disposition of all or substantially all of the assets or capital stock of such Subsidiary Guarantor owns no Property included Guarantor) shall be automatically and without any further action on the part of any party to the Indenture, and upon notice to the Trustee, be fully released and discharged from all its liabilities and obligations under or in the most-recent calculation respect of the Borrowing BaseIndenture and this Subsidiary Guarantee of the Note, nor any Equity Interest in any and promptly upon the request of the Company and at the expense of the Company, the Trustee shall execute such documents and take such other action as is reasonably requested by the Company to evidence the release and discharge of such Guarantor from all such liabilities and obligations and shall, if applicable, certify to the Company that such Additional Subsidiary Guarantor that owns has no liabilities or obligations resulting from a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of demand on such release; (iii) the representations and warranties made by the Borrower and such Additional Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6Guarantor’s Guarantee.

Appears in 2 contracts

Samples: Supplemental Indenture (Quest Diagnostics Inc), Quest Diagnostics Inc

Release of Guarantors. In connection with Notwithstanding any contrary provision herein or in the Notes or in any Guarantee Agreement, if the Company shall request the release under a Guarantee Agreement (x) of any Subsidiary to be sold or otherwise disposed of (including through the sale or disposition of any Subsidiary owning such Subsidiary) to a Person other than the Company or a Subsidiary Guarantor no longer being in a Material Subsidiary transaction permitted under the terms of this Agreement or (y) the sale of Equity Interests in a any Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, because such Subsidiary Guarantor from has become an Excluded Subsidiary, and, in other case, shall deliver to the Subsidiary Guaranty and any other applicable Security Documents so long as: holders of the Notes a certificate of a Responsible Officer to the effect that (i) such sale, other disposition or such designation of such Subsidiary Guarantor owns no Property included in as an Excluded Subsidiary will comply with the most-recent calculation terms of the Borrowing Basethis Agreement, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) such Subsidiary shall not be a guarantor or obligor under a Primary Credit Agreement or any note purchase agreement of the Company from time to time (“Note Purchase Agreement” together with the Primary Credit Agreement, the “Material Agreements”), and (iii) (A) if such Subsidiary Guarantor is a guarantor or is otherwise liable for or in respect of any Material Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under its Subsidiary Guaranty) under the Material Agreements, (B) at the time of, and after giving effect to, such release and discharge, no Default or Event of Default shall be existing, (C) no amount is then be due and payable under such Subsidiary Guaranty and (D) if in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and connection with such Subsidiary Guarantor in being released and discharged under any Material Agreement any fee or other form of consideration is given to any holder of Indebtedness under such Material Agreement for such release, the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as holders of the date of such release with Notes shall receive equivalent consideration substantially concurrently therewith. In the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent event of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as release, for purposes of the date of the giving Section 10.6, all Indebtedness of such request and as of the date of the effectiveness of Subsidiary shall be deemed to have been incurred concurrently with such request) are true and correct with respect release. Waters Corporation First Amendment to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.Note Purchase Agreement

Appears in 2 contracts

Samples: Note Purchase Agreement (Waters Corp /De/), Note Purchase Agreement (Waters Corp /De/)

AutoNDA by SimpleDocs

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (i) all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred to a Person or Persons none of which is a Loan Party or (ii) any Guarantor becomes an Excluded Subsidiary (any such Guarantor, and any Guarantor referred to in clause (i), a “Transferred Guarantor”), such Transferred Guarantor shall, upon (x) a Subsidiary Guarantor no longer being a Material Subsidiary the consummation of such sale or transfer or other transaction or (y) becoming an Excluded Subsidiary pursuant to clause (e) of the sale of Equity Interests in a Subsidiary Guarantor permitted definition thereof, be automatically released from its obligations under this Agreement (including under Section 10.410.05 hereof) and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be true and correct automatically released, and, the Collateral Agent shall take such actions as are necessary to effect each release described in all respects) on and as this Section 11.10 in accordance with the relevant provisions of the date Collateral Documents; provided, that no Guarantor shall be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of such release with any Indebtedness incurred pursuant to Section 7.03(o), any Permitted Additional Debt, any Junior Financing or any Permitted Refinancing of any of the same force and effect as if made on and as of such date except foregoing. Notwithstanding anything herein to the extent that contrary, if any Guarantor becomes an Excluded Subsidiary pursuant to clause (a) of the definition of Excluded Subsidiary, such representations Guarantor shall only be permitted to be released from its Guarantee so long as the fair market value of any and warranties expressly relate solely all Investments then held by the Loan Parties in such Person are permitted as an Investment under Section 7.02(c)(iii) and Section 7.02(p) at the time such Person becomes an Excluded Subsidiary pursuant to an earlier date clause (in a) of the definition of “Excluded Subsidiary”. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which case such representations are accrued and warranties shall payable have been true paid or satisfied, this Agreement and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty Guarantees made herein shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct automatically terminate with respect to all Obligations, except with respect to Obligations that expressly survive such requestrepayment pursuant to the terms of this Agreement. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.4830-5366-9817v1

Appears in 2 contracts

Samples: Credit Agreement (YRC Worldwide Inc.), Credit Agreement (YRC Worldwide Inc.)

Release of Guarantors. In connection with (xNotwithstanding anything in Section 9.02(b) a to the contrary, any Subsidiary Guarantor no longer being shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (a) upon the consummation of any permitted transaction or series of related transactions if as a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided that the release of any Subsidiary Guarantor from its obligations under the Subsidiary Loan Guaranty and any other applicable Security Documents so long as: (i) if such Subsidiary Guarantor owns no Property included in the most-recent calculation becomes an Excluded Subsidiary of the Borrowing Base, nor any Equity Interest type described in any clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; such type (iii) no Event of Default shall then exists, (ii) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be in existence or would occur as a result an Excluded Subsidiary of such release; type, the Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (iiias if such Person were then newly acquired) in an amount equal to the representations and warranties made portion of the fair market value of the net assets of such Person attributable to the Borrower’s equity interest therein as reasonably estimated by the Borrower and such Subsidiary Guarantor in the Loan Documents Investment is permitted pursuant to which any of them is Section 6.06 (other than Section 6.06(f)) at such time and (iii) a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as Responsible Officer of the date of such release with the same force and effect as if made on and as of such date except Borrower certifies to the extent that such representations and warranties expressly relate solely to an earlier date Administrative Agent compliance with preceding clauses (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); i) and (ivii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall have received promptly execute and deliver to the relevant Loan Party, at such written Loan Party’s expense, all documents that such Loan Party shall reasonably request at least ten to evidence termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Appears in 2 contracts

Samples: Credit Agreement (Wanda Sports Group Co LTD), Credit Agreement (Wanda Sports Group Co LTD)

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests or property of any Subsidiary Guarantor that owns are sold or otherwise transferred to a Property included in the most-recent calculation Person or Persons none of Borrowing Base; which is a Loan Party or (ii) no Event of Default shall then any Subsidiary Guarantor either becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in existence or would occur as clause (i), a result “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such release; sale or transfer or other transaction, be automatically released from its obligations under this Agreement (iiiincluding under Section 10.05 hereof) the representations and warranties made its obligations to pledge and grant any Collateral owned by the Borrower and such Subsidiary Guarantor in the Loan Documents it pursuant to which any of them is a partyCollateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be true and correct automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in all respects) on and as this Section 11.10 in accordance with the relevant provisions of the date Collateral Documents; provided that no Guarantor shall be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of such release with any Incremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Junior Financing, the same force 2021 Unsecured Notes, the 2025 Unsecured Notes, the 2027 Unsecured Notes or any Permitted Refinancing of any of the foregoing. When all Commitments hereunder have terminated, and effect all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (unless the obligations thereunder have been Cash Collateralized or as if made on and as of such date except to which other arrangements reasonably satisfactory to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall applicable Issuing Bank have been true made), this Agreement and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty Guarantees made herein shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Surgery Partners, Inc.), Credit Agreement (Surgery Partners, Inc.)

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xi) all or substantially all of the Equity Interests or property of any Guarantor are sold or otherwise transferred to a person or persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor no longer being a Material becomes an Excluded Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, any such Subsidiary Guarantor from described in the Subsidiary Guaranty and any other applicable Security Documents so long as: foregoing clause (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; or (ii) no Event of Default shall then be in existence or would occur as ), a result “Released Guarantor”), such Released Guarantor shall, upon the consummation of such release; sale or transfer or upon becoming an Excluded Subsidiary, be automatically released from its obligations under this Agreement (iiiincluding under Section 10.05 hereof) the representations and warranties made its obligations to pledge and grant any Collateral owned by the Borrower and such Subsidiary Guarantor in the Loan Documents it pursuant to which any of them is a partyCollateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Released Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received and the Collateral Agent shall, at such written request at least ten (10) Business Days (or Released Guarantor’s expense, take such shorter period actions as may be acceptable are necessary to effect each release described in this Section 11.10 in accordance with the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as relevant provisions of the date Collateral Documents. Upon the Discharge of Obligations, this Agreement, the giving of such request other Loan Documents and as of the date of the effectiveness of such request) are true and correct guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such requestDischarge of Obligations pursuant to the terms of this Agreement or the other Loan Documents. Lenders hereby irrevocably authorize the Administrative The Collateral Agent shall, at each Guarantor’s expense, take such actions as are necessary to release a Subsidiary any Collateral owned by such Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6the relevant provisions of the Collateral Documents.

Appears in 2 contracts

Samples: Credit Agreement (La Quinta Holdings Inc.), Credit Agreement (La Quinta Holdings Inc.)

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary a Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (ii)(A) such Guarantor is not, or simultaneously with its release from the Guaranty will not be, required to be a party to the Guaranty under the immediately preceding subsection (a), (B) such Guarantor has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Subsidiary Guarantor owns no Property included in or (C) the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Borrower has elected to designate such Subsidiary Guarantor that owns as a Property included in the most-recent calculation of Borrowing BaseDesignated Excluded Subsidiary; (ii) no Default or Event of Default shall then be in existence or would occur as a result of such releaserelease (including after giving pro forma effect to the removal of any Asset from the calculation of Consolidated Total Adjusted Unencumbered Asset Value as a result thereof); (iii) the representations and warranties made or deemed made by the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in to the case of a representation or warranty extent otherwise qualified by materiality, in which case such representation or warranty shall be true and correct in all respects respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))under the Loan Documents or waived or consented to by the applicable Lenders in accordance with the provisions of Section 13.6; and (iv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

Appears in 2 contracts

Samples: Credit Agreement (STORE CAPITAL Corp), Term Loan Agreement (STORE CAPITAL Corp)

Release of Guarantors. In connection with Upon (xi) a Subsidiary the liquidation or dissolution of any Guarantor no longer being a Material Subsidiary (provided that, for purposes of this Section 11.15, “Guarantor” shall not include the Company), or (y) the sale of Equity Interests all of the Capital Stock of any Guarantor owned by the Company and its Subsidiaries, in a Subsidiary Guarantor permitted under Section 10.4, each case so long as such transaction does not violate the Borrower may request terms of any Loan Document or is consented to in writing that by the Required Lenders or all of the Lenders, as applicable or (ii) the termination of all the Commitments, and the payment and satisfaction in full in cash of all Obligations arising under the Loan Documents (other than contingent indemnity obligations), such Guarantor shall be automatically released from all obligations under the applicable Guaranty and any other Loan Documents to which it is a party (other than contingent indemnity obligations), and upon at least five (5) Business Days’ prior written request by the Company (or such shorter period of time as is reasonably determined by the Administrative Agent releaseto be acceptable), and upon receipt of such request the Administrative Agent shall release, (and is hereby irrevocably authorized by the Lenders to) execute such Subsidiary documents as may be necessary to evidence the release of the applicable Guarantor from its obligations under the Subsidiary applicable Guaranty and any such other applicable Security Documents so long as: Loan Documents; provided, however, that (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received not be required to execute any such written request at least ten (10) Business Days (or such shorter period as may be acceptable to document on terms which, in the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize ’s reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release a of such Guarantor without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations of the Obligors, or any other Guarantor’s obligations under the applicable Guaranty, or, if applicable, any obligations of the Company or any Subsidiary Guarantor from in respect of the Subsidiary Guaranty in accordance with this Section 4.6proceeds of any such sale retained by the Company or any Subsidiary.

Appears in 2 contracts

Samples: Credit Agreement (Acuity Brands Inc), Credit Agreement (Acuity Brands Inc)

Release of Guarantors. In connection with the event (xa) of the merger, consolidation or sale or disposition of all or substantially all of the assets of a Subsidiary Guarantor no longer being (other than a Material Subsidiary merger or (y) the consolidation with, or sale or disposition of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4assets to, the Borrower may request or another Subsidiary of the Borrower), or (b) there occurs a transfer, sale or other disposition of the voting securities (or other ownership interests) of a Guarantor whereby such Guarantor ceases to constitute a Subsidiary of the Borrower, or (c) any Guarantor shall have no Contingent Obligations (other than Contingent Obligations under the Guaranty) with respect to the obligations or liabilities of the Borrower or any of its Subsidiaries (whether funded or unfunded), then in writing that any such case such Guarantor or the Administrative Agent release, and upon receipt entity acquiring the assets (in the event of the sale or other disposition of all or substantially all of the assets of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (iGuarantor) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true released and correct in all material respects (except in the case relieved of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of releaseany obligations under its Guarantee. Delivery Upon delivery by the Borrower to the Administrative Agent of a certificate of an Authorized Officer certifying to the Agent and the Lenders the foregoing, such Guarantor shall be discharged from all further liability and obligation under this Guaranty and the Agent shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee; provided, however, that (i) the Agent shall not be required to execute any such document on terms which, in the Agent’s opinion, would expose the Agent to liability or create any obligation or entail any consequence other than the release of such Guarantor without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations (other than the Obligations of the released Guarantor), any other Guarantor’s obligations under this Guaranty, or, if applicable, any obligations of the Borrower or any Subsidiary in respect of the proceeds of any such request shall constitute a representation sale retained by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such requestor any Subsidiary. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.REMAINDER OF PAGE INTENTIONALLY BLANK

Appears in 2 contracts

Samples: Credit Agreement (General Dynamics Corp), Assignment Agreement (General Dynamics Corp)

Release of Guarantors. In connection with At the request and sole expense of the Borrower and the MLP: any Subsidiary of the MLP that is a Guarantor shall be released from its obligations hereunder in the event that (xa) all of the Equity Interests of such Guarantor shall be sold, transferred or otherwise disposed of in a Subsidiary Guarantor no longer being a Material Subsidiary transaction permitted by the Credit Agreement or (yb) such Subsidiary does not guarantee any obligations of the MLP or any of its Subsidiaries under any Covered Material Indebtedness (including the Indenture), or any such Subsidiary is to be released from such guarantee of such Covered Material Indebtedness immediately following such Subsidiary’s release from its obligations hereunder, provided that the Borrower and the MLP shall have delivered to the Administrative Agent, at least ten Business Days prior to the date of the proposed release, a written request of a Responsible Officer of each of the Borrower and the MLP for release identifying the relevant Guarantor and the terms of the sale or other disposition or release from such guaranty, as the case may be, in reasonable detail, together with a certification by the Borrower and the MLP that such transaction is in compliance with the Credit Agreement and the other Loan Documents and that at the time of Equity Interests in such release, after giving effect to any other Subsidiary of the MLP becoming a Subsidiary Guarantor permitted under Section 10.4party hereto, the Borrower may request and the MLP are in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation compliance with Section 5.11 of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) Credit Agreement and no Event of Default shall then be in existence exists or would occur exist as a result of such release; (iii) the representations and warranties made by the Borrower and provided further that if such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case not released from such representation or warranty shall be true and correct in all respects) on and as of the date guarantee of such release with the same force and effect as if made on and as Covered Material Indebtedness within five (5) days of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to Subsidiary’s release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6Guaranty, then such Subsidiary shall immediately become a party to the Subsidiary Guaranty.

Appears in 2 contracts

Samples: Credit Agreement (NuStar Energy L.P.), Subsidiary Guaranty Agreement (NuStar Energy L.P.)

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests or property of any Subsidiary Guarantor that owns are sold or otherwise transferred to a Property included in the most-recent calculation Person or Persons none of Borrowing Base; which is a Loan Party or (ii) no Event of Default shall then any Subsidiary Guarantor either becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in existence or would occur as clause (i), a result “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such release; sale or transfer or other transaction, be automatically released from its obligations under this Agreement (iiiincluding under Section 10.05 hereof) the representations and warranties made its obligations to pledge and grant any Collateral owned by the Borrower and such Subsidiary Guarantor in the Loan Documents it pursuant to which any of them is a partyCollateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be true and correct automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in all respects) on and as this Section 11.10 in accordance with the relevant provisions of the date Collateral Documents; provided that no Guarantor shall be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of such release with any Incremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Junior Financing, the same force 2021 Unsecured Notes, the 2025 Unsecured Notes or any Permitted Refinancing of any of the foregoing. When all Commitments hereunder have terminated, and effect all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (unless the obligations thereunder have been Cash Collateralized or as if made on and as of such date except to which other arrangements reasonably satisfactory to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall applicable Issuing Bank have been true made), this Agreement and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty Guarantees made herein shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Surgery Partners, Inc.), Credit Agreement (Surgery Partners, Inc.)

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xi) a all or substantially all of the Equity Interests of any Subsidiary Guarantor no longer being or a Material Subsidiary Borrower (other than the Lead Borrower) are sold or otherwise transferred to a Person or Persons none of which is a Loan Party in a transaction permitted hereunder or (yii) the sale of Equity Interests in a any Subsidiary Guarantor permitted under Section 10.4or a Borrower (other than the Lead Borrower) becomes an Excluded Subsidiary, or the Lead Borrower may request shall notify the Agents in writing that the Administrative Agent releasea Specified Guarantor is to be released from its Guaranty, and upon receipt of such request the Administrative Agent shall release, (any such Subsidiary Guarantor from the Subsidiary Guaranty or Borrower, and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns or Borrower referred to in clause (i), a Property included in “Transferred Guarantor”), such Transferred Guarantor shall, upon the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result consummation of such release; sale or transfer or other transaction (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a partyor, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materialitySpecified Guarantor, in which case such representation or warranty shall be true and correct in all respects) on and as receipt of the date of such release with foregoing notice by the same force Agents), be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and effect as if made on the other Loan Documents, including its obligations to pledge and as of such date except grant any Collateral owned by it pursuant to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except any Collateral Document and, in the case of a representation or warranty qualified by materialitysale of all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) automatically released, and, so long as the Administrative Lead Borrower shall have provided the Agents such certifications or documents as any Agent shall have received reasonably request, the Collateral Agent shall take such written request at least ten (10) Business Days (or such shorter period actions as may be acceptable are necessary to effect each release 211 described in this Section 11.09 in accordance with the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as relevant provisions of the date of Collateral Documents. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, this Agreement and the giving of such request and as of the date of the effectiveness of such request) are true and correct Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Appears in 1 contract

Samples: Credit Agreement (Redwire Corp)

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xa) all or substantially all of the Equity Interests or property of such Guarantor are sold or otherwise transferred to a Subsidiary person or persons, none of which is a Loan Party or (b) such Guarantor no longer being a Material becomes an Immaterial Subsidiary or an Excluded Subsidiary as a result of a transaction or designation permitted hereunder (yany such Guarantor referred to in clauses (a) or (b), a “Subject Guarantor”), such Subject Guarantor shall, upon the consummation of such sale or transfer or other transaction, be automatically released from its obligations under this Agreement and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests in a Subsidiary Guarantor permitted under Section 10.4of the Subject Guarantor, the Borrower may request in writing that the Administrative Agent release, and upon receipt pledge of such request Equity Interests to the Administrative Collateral Agent pursuant to the Collateral Documents shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: be automatically released; provided that (i) such the release of any Subject Guarantor that becomes an Excluded Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Basetype described in clause (a) of the definition thereof shall only be permitted if at the time such Subject Guarantor becomes an Excluded Subsidiary of such type, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (iiA) no Event of Default shall then exists, (B) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be in existence or would occur as a result an Excluded Subsidiary of such release; type, the Lead Borrower is deemed to have made a new Investment in such Person for purposes of Section 7.06 (iiias if such Person were then newly acquired) in an amount equal to the representations and warranties made portion of the fair market value of the net assets of such Person attributable to the Loan Parties’ equity interest therein as reasonably estimated by the Lead Borrower and such Subsidiary Guarantor in the Loan Documents Investment is permitted pursuant to which any of them is a party, shall be true and correct in all material respects Section 7.06 (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respectsother than pursuant to clause (i) on and as of the date definition of Permitted Investments herein) at such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); time and (ivC) a Responsible Officer of the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Lead Borrower certifies to the Administrative Agent compliance with preceding clauses (A) and (B)) and (ii) no such release shall occur if such Subject Guarantor continues to be a guarantor in respect of any Senior Notes, any Junior Financing, any Refinancing Equivalent Debt or any Incremental Equivalent Debt or any Permitted Refinancing in respect thereof. So long as the Lead Borrower shall have provided the Agents such request certifications or documents as any Agent shall constitute a representation by reasonably request, the Borrower that Collateral Agent shall take such actions as are necessary to effect each release described in this Section 11.15 in accordance with the matters set forth in the preceding sentence (both as relevant provisions of the date Collateral Documents. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the giving Outstanding Amount of such request which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit in form and as of substance, and issued by a financial institution, reasonably satisfactory to the date of applicable L/C Issuer has been put in place), this Agreement and the effectiveness of such request) are true and correct Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Appears in 1 contract

Samples: Security Agreement (Trinseo S.A.)

Release of Guarantors. In connection with (x) The Guarantee of a Subsidiary Guarantor no longer being a Material Subsidiary shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and execution or delivery or any other applicable Security Documents so long asdocument: (i) such Subsidiary Guarantor owns no Property included in upon the most-recent calculation sale or other disposition (including by way of consolidation or merger) of all of the Borrowing Base, nor any Equity Interest in any Subsidiary Capital Stock of such Guarantor to a Person that owns is not (either before or after giving effect to such transaction) the Company or a Property included in the most-recent calculation of Borrowing BaseRestricted Subsidiary; provided such sale or disposition is permitted by this Indenture; (ii) upon the sale or disposition of all or substantially all of the assets of such Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is permitted by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall then be in existence or would occur as a result thereof or has occurred and is continuing; (iv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary pursuant to Section 10.17; (vi) at the Company’s request, during any Suspension Period (it being understood that on a Reversion Date, the Guarantee of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall also be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except reinstated to the extent that such representations and warranties expressly relate solely Subsidiary would then be required to an earlier date provide a Guarantee pursuant to Section 10.16; or (in which case vii) (a) if such representations and warranties shall have been true and correct in all material respects (except in Guarantor is released from its obligations under the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); Credit Agreement and (ivb) at such time as such 124 Guarantor does not have any other Indebtedness outstanding that would have required such Guarantor to enter into a Guaranty Agreement pursuant to Section 10.16, except if the Administrative Agent shall have received release is a result of the repayment in full of such written request at least ten (10) Business Days (or Indebtedness other than in connection with a refinancing of such shorter period as may be acceptable Indebtedness. Upon delivery by the Company to the Administrative Agent) prior Trustee of an Officer’s Certificate to the requested date of release. Delivery by the Borrower to the Administrative Agent of any effect that such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Section 4.6Article XIII.

Appears in 1 contract

Samples: Herc Holdings Inc

Release of Guarantors. In connection with If on any date subsequent to the Closing Date, (xa) (i) all of the Subordinated Debt is rated Baa3 or better by Xxxxx’x and BBB- or better by S&P (or if either such entity ceases to rate the Subordinated Debt for reasons outside of the control of the Borrower, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Borrower as a Subsidiary Guarantor no longer being a Material Subsidiary replacement agency) or (yii) the sale Borrower’s non-credit enhanced senior unsecured debt is rated Baa2 or better by Xxxxx’x and BBB or better by S&P (or if either such entity ceases to rate the Borrower’s non-credit enhanced senior unsecured debt for reasons outside of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the control of the Borrower, the equivalent investment grade credit rating from any other “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act selected by the Borrower may request in writing that as a replacement agency) and (b) no Default or Event of Default shall have occurred and be continuing before and after giving effect thereto, then (i) the Administrative Agent Guaranty of each Subsidiary hereunder will be released if, upon such release, the Guarantees under the documentation governing all other Indebtedness of the Borrower would be concurrently released; provided that (1) in the event that all such Guarantees of other Indebtedness of the Borrower are not concurrently released then each Subsidiary whose Guarantee of other Indebtedness of the Borrower was not concurrently released will Guarantee the Obligations on the terms and upon receipt conditions set forth in Article IV pursuant to the documentation and within the time period required by Section 7.08 and (2) in the event that any Subsidiary that is a Domestic Subsidiary (other than an Immaterial Subsidiary) thereafter Guarantees any other Indebtedness of such request the Administrative Agent shall releaseBorrower (or if any released Guarantee under any of the documentation governing any other Indebtedness of the Borrower is reinstated or renewed), then, such Subsidiary Guarantor from will Guarantee the Subsidiary Guaranty Obligations on the terms and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included conditions set forth in Article IV pursuant to the most-recent calculation of documentation and within the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; time period required by Section 7.08 and (ii) no Event Subsidiary thereafter acquired or created will be required to provide a Guaranty hereunder unless such Subsidiary Guarantees any other Indebtedness of Default the Borrower. Notwithstanding the foregoing, if the ratings assigned to (i)(A) any of the Subordinated Debt by any such rating agency should be or subsequently decline to below Baa3 or BBB-, respectively and (B) the Borrower’s non-credit enhanced senior unsecured debt should be or subsequently decline to below Baa2 or BBB, respectively, or (ii) if the Borrower shall no longer be able to obtain ratings with respect to its Subordinated Debt, due to repayment of the Subordinated Debt or otherwise, the Borrower’s non-credit enhanced senior unsecured debt should be or subsequently decline to below Baa2 or BBB, respectively, then the Subsidiaries (other than those Subsidiaries excused pursuant to Section 7.08(b)) will Guarantee the Obligations on the terms and conditions set forth in Article IV pursuant to the documentation and within the time period required by Section 7.08(a), and from that date forward, the “Guaranty Release Date” shall be deemed not to have occurred until the conditions set forth in existence clauses (a) and (b) above are satisfied once again. If all of the Equity Interests of any Guarantor hereunder shall be sold or would occur otherwise disposed of (including by merger or consolidation) in a transaction permitted by this Agreement, the Guaranty of such Guarantor hereunder shall be automatically discharged and released upon receipt by the Administrative Agent of a certificate from the Borrower certifying that such Guarantor has been sold or otherwise disposed of as a result of a transaction permitted hereunder. The Guaranty of Holdings will be released at such release; (iii) the representations time as Holdings is merged with and warranties made by into the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this the terms of Section 4.68.04(c).

Appears in 1 contract

Samples: Credit Agreement (L 3 Communications Holdings Inc)

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (i) any Guarantor that is a Restricted Subsidiary of a Loan Party ceases to be a Restricted Subsidiary of a Loan Party in a transaction permitted hereunder, (ii) any Guarantor becomes an Excluded Subsidiary or (iii) subject to Section 10.01, if the release of such Guarantor is approved, authorized or ratified in writing by the Required Lenders (any such Guarantor referred to in clause (i), (ii) or (iii) a “Released Guarantor”), such Released Guarantor shall upon the consummation of the related transaction, change in status, request, approval, authorization or ratification be (in the case of clauses (i) and (iii)) automatically released and (in the case of clause (ii)) released by the Administrative Agent pursuant to appropriate documentation following a written request from the Administrative Borrower to the Administrative Agent requesting such release, in each case, from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of any of the Equity Interests of the Released Guarantor to a Person that is not a Loan Party, the pledge of such Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrowers shall have provided the Administrative Agent such certifications or documents as any Agent shall reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of this Agreement and the Collateral Documents; provided, that no such release shall occur, and no such Guarantor shall constitute a Released Guarantor, if (x) such Guarantor continues to be a Subsidiary Guarantor no longer being a Material Subsidiary guarantor in respect of any other First Lien Obligations, any ABL Obligations, any Second Lien Obligations or any Junior Financing or (y) the sale of Equity Interests in such Guarantor continues to constitute a Subsidiary Guarantor permitted of the Parent Borrower and becomes an Excluded Subsidiary under Section 10.4, clause (a) of the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: definition thereof unless (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall have occurred and be continuing at the time such Guarantor becomes an Excluded Subsidiary under clause (a) of the definition thereof, (ii) after giving Pro Forma Effect to such release and the consummation of the transaction that causes such Person to become an Excluded Subsidiary under clause (a) of the definition thereof, the Borrowers and Restricted Subsidiaries shall be deemed to have made an Investment in, or a Restricted Payment in respect of, as applicable, such Person (as if such Person were then be in existence newly acquired or would occur as a result of formed) and such release; Investment or Restricted Payment is permitted hereunder at such time and (iii) for the representations benefit of the Revolving Credit Lenders only, the transaction causing such Guarantor to become a non-wholly owned Subsidiary is for a bona fide business purpose with a non-Affiliated third-party. When all Commitments hereunder have terminated, and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents all Loans or other Obligations hereunder (other than contingent indemnification obligations as to which any no claim has been asserted) have been paid or satisfied in full, and no Letter of them is a party, shall be true and correct in all material respects Credit remains outstanding (except in any Letter of Credit the case Outstanding Amount of which the Obligations related thereto has been Cash Collateralized or for which a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as backstop letter of the date of such release with the same force and effect as if made on and as of such date except credit reasonably satisfactory to the extent that such representations and warranties expressly relate solely to an earlier date (applicable Issuing Bank has been put in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (place or such shorter period as may be Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the Administrative Agent) prior to applicable Issuing Bank), this Agreement and the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request Guarantees made herein shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Appears in 1 contract

Samples: Loans and Payments (Option Care Health, Inc.)

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary a Guarantor (other than, if the Parent has become a Guarantor pursuant to subsection (b) of this Section, the Parent) from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Guarantor is not otherwise required to be a party to the Guaranty under the immediately preceding subsection (a) (with such subsection (a)(i) deemed also to apply to any Person that was a Material Subsidiary Guarantor owns no Property included in on the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing BaseAgreement Date); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 9.1.; (iii) the representations and warranties made or deemed made by the Parent, the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall be have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))under the Loan Documents; and (iv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the The Administrative Agent agrees to furnish to the Borrower promptly after the Borrower’s request and at the Borrower’s sole cost and expense, any release, termination, or other agreement or document evidencing the foregoing release a Subsidiary Guarantor from as may be reasonably requested by the Subsidiary Guaranty in accordance with this Section 4.6Borrower.

Appears in 1 contract

Samples: Credit Agreement (American Homes 4 Rent)

Release of Guarantors. In If at any time after the Closing Date and in connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale Guarantee of Equity Interests any Loan Party in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: this Article VII (i) such Subsidiary Guarantor owns no Property included in subject to the most-recent calculation requirements of the Borrowing BaseSection 5.11(c), nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materialityForeign Subsidiary, in which case such representation or warranty shall be true and correct in all respectsthe Administrative Agent (after consultation with Borrower) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent determines that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of any existing Guarantor, it would not be commercially reasonable for such Guarantor to remain a representation or warranty qualified by materialityGuarantor (taking into account the expense (including taxes), in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (ability of Borrower or such shorter period as may Guarantor to obtain any necessary approvals or consents required to be acceptable obtained under applicable law (but have not been previously obtained) in connection therewith, and the effectiveness and enforceability thereof under applicable law) or (ii) such Guarantee becomes illegal under applicable law and such Loan Party delivers to the Administrative Agent, the Lenders and the Collateral Agent a legal opinion from its counsel to such effect, and no reasonable alternative structure can be devised having substantially the same effect as the issuance of a Guarantee that would not be illegal under applicable law, then, so long as the Senior Subordinated Note Guarantee of such Loan Party has been released or is contemporaneously released under the Senior Subordinated Note Documents, in case of each of the immediately preceding clauses (i) prior and (ii), the Collateral Agent shall (at the expense of Borrower) take all action necessary to release its security interest in that portion of the requested Security Agreement Collateral owned by such Guarantor (provided, however, that 65% of the Equity Interests of such Guarantor (and 100% of the Equity Interests of any Domesticated Foreign Subsidiary) shall not be released from the Security Agreement Collateral)), and such Guarantor shall be released from its obligations in respect of the Guarantees in this Article VII (such Guarantor being hereinafter referred to as a “RELEASED GUARANTOR,” so long as it continues to be a Non-Guarantor Subsidiary), which release from such Guarantees, in the case of an event described in the immediately preceding clause (i), shall become effective as of the closing of the last day of the taxable year that immediately precedes the date of release. Delivery by the Borrower to that the Administrative Agent of any makes a determination described in such request clause (i); provided that, such Released Guarantor shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect continue to such request. Lenders hereby irrevocably authorize the Administrative Agent be subject to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.65.11(b).

Appears in 1 contract

Samples: Credit Agreement (Wh Holdings Cayman Islands LTD)

Release of Guarantors. In connection with Each of the Subsidiary Guarantors hereby covenants that its Subsidiary Guarantee will not be discharged except by complete performance of its obligations contained in the Debenture, this Subsidiary Guarantee and pursuant to the Indenture; provided, however, that if (xa) a Subsidiary Guarantor no longer being a Material does not guarantee any Indebtedness of the Company the amount of which, excluding any Outstanding Debenture to which any Guarantee of such Subsidiary Guarantor applies, when added together with any other outstanding Indebtedness of the Company guaranteed by its Subsidiaries that are not Subsidiary Guarantors, would exceed $50 million in the aggregate, at the time of determination, and all outstanding Indebtedness of such Subsidiary Guarantor would have been permitted to be incurred pursuant to Section 1011 of the Indenture measured at the time of the release and discharge as described in this paragraph, or (yb) all or substantially all of the sale assets of Equity Interests in a such Subsidiary Guarantor permitted under Section 10.4, or all of the Borrower may request in writing that the Administrative Agent release, and upon receipt capital stock of such request Subsidiary Guarantor is sold (including by issuance, merger, consolidation or otherwise) by the Administrative Agent shall releaseCompany or any of its Subsidiaries, then in each case of (a) or (b) above, such Subsidiary Guarantor or the corporation acquiring such assets (in the event of a sale or other disposition of all or substantially all of the assets or capital stock of such Subsidiary Guarantor) shall be automatically and without any further action on the part of any party to the Indenture, and upon notice to the Trustee, be fully released and discharged from all its liabilities and obligations under or in respect of the Indenture and this Subsidiary Guaranty Guarantee of the Debenture, and any promptly upon the request of the Company and at the expense of the Company, the Trustee shall execute such documents and take such other applicable Security Documents so long as: (i) action as is reasonably requested by the Company to evidence the release and discharge of such Subsidiary Guarantor owns no Property included in from all such liabilities and obligations and shall, if applicable, certify to the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor Company that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is has no liabilities or obligations resulting from a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case demand on such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6Guarantor's Guarantee.

Appears in 1 contract

Samples: Supplemental Indenture (Quest Diagnostics Inc)

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xa) all or substantially all of the Equity Interests or property of such Guarantor are sold or otherwise transferred to a Subsidiary person or persons, none of which is a Loan Party or (b) such Guarantor no longer being a Material becomes an Immaterial Subsidiary or an Excluded Subsidiary as a result of a transaction or designation permitted hereunder (yany such Guarantor referred to in clauses (a) or (b), a “Subject Guarantor”), such Subject Guarantor shall, upon the consummation of such sale or transfer or other transaction, be automatically released from its obligations under this Agreement and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests in a Subsidiary Guarantor permitted under Section 10.4of the Subject Guarantor, the Borrower may request in writing that the Administrative Agent release, and upon receipt pledge of such request Equity Interests to the Administrative Collateral Agent pursuant to the Collateral Documents shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: be automatically released; provided that (i) such the release of any Subject Guarantor that becomes an Excluded Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Basetype described in clause (a) of the definition thereof shall only be permitted if at the time such Subject Guarantor becomes an Excluded Subsidiary of such type, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (iiA) no Event of Default shall then exists, (B) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be in existence or would occur as a result an Excluded Subsidiary of such release; type, the Lead Borrower is deemed to have made a new Investment in such Person for purposes of Section 7.06 (iiias if such Person were then newly acquired) in an amount equal to the representations and warranties made portion of the fair market value of the net assets of such Person attributable to the Loan Parties’ equity interest therein as reasonably estimated by the Lead Borrower and such Subsidiary Guarantor in the Loan Documents Investment is permitted pursuant to which any of them is a party, shall be true and correct in all material respects Section 7.06 (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respectsother than pursuant to clause (i) on and as of the date definition of Permitted Investments herein) at such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); time and (ivC) a Responsible Officer of the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Lead Borrower certifies to the Administrative Agent compliance with preceding clauses (A) and (B)) and (ii) no such release shall occur if such Subject Guarantor continues to be a guarantor in respect of any Senior Notes, any Junior Financing, any Refinancing Equivalent Debt or any Incremental Equivalent Debt or any Permitted Refinancing in respect thereof. So long as the Lead Borrower shall have provided the Agents such request certifications or documents as any Agent shall constitute a representation by reasonably request, the Borrower that Collateral Agent shall take such actions as are necessary to effect each release described in this Section 11.15 in accordance with the matters set forth in the preceding sentence (both as relevant provisions of the date Collateral Documents. 211 When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the giving Outstanding Amount of such request which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit in form and as of substance, and issued by a financial institution, reasonably satisfactory to the date of applicable L/C Issuer has been put in place), this Agreement and the effectiveness of such request) are true and correct Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Appears in 1 contract

Samples: Credit Agreement (Trinseo S.A.)

Release of Guarantors. In connection with (xNotwithstanding anything in Section 9.02(b) a to the contrary, any Subsidiary Guarantor no longer being shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (a) upon the consummation of any permitted transaction or series of related transactions if as a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the release of any Subsidiary Guarantor from its obligations under the Subsidiary Loan Guaranty and any other applicable Security Documents so long as: (i) if such Subsidiary Guarantor owns no Property included in the most-recent calculation becomes an Excluded Subsidiary of the Borrowing Base, nor any Equity Interest type described in any clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; such type (iii) no Event of Default shall then exists, (ii) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be in existence or would occur as a result an Excluded Subsidiary of such release; type, the Lead Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to the applicable Borrower’s equity interest therein as reasonably estimated by the Lead Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as Responsible Officer of the date of such release with the same force and effect as if made on and as of such date except Lead Borrower certifies to the extent that such representations and warranties expressly relate solely to an earlier date Administrative Agent compliance with preceding clauses (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); i) and (ivii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall have received promptly execute and deliver to the relevant Loan Party, at such written Loan Party’s expense, all documents that such Loan Party shall reasonably request at least ten to evidence termination or release; provided, that upon the request of the Administrative Agent, the Lead Borrower shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.23 shall be without recourse to or warranty by the Administrative Agent (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Appears in 1 contract

Samples: Trademark Security Agreement (PQ Group Holdings Inc.)

Release of Guarantors. In connection with Notwithstanding anything in Section 9.02(b) to the contrary, (xa) a any Subsidiary Guarantor no longer being shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related permitted transactions if as a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, result thereof such Subsidiary Guarantor from ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder) and/or (ii) upon the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation occurrence of the Borrowing Base, nor any Equity Interest in Termination Date and (b) any Subsidiary Guarantor that owns a Property included in qualifies as an “Excluded Subsidiary” shall be released by the most-recent calculation of Borrowing BaseAdministrative Agent promptly following the request therefor by the Lead Borrower; provided that (iix) no Event release pursuant to the foregoing clause (a)(i) or (b) shall occur if such Subsidiary Guarantor continues to be a guarantor in respect of Default any material Junior Indebtedness or material Junior Lien Indebtedness and (y) no such release shall then occur if such Subsidiary Guarantor becomes an Excluded Subsidiary as a result of clause (a) of the definition thereof unless such Subsidiary Guarantor ceases to be a Wholly-owned Subsidiary pursuant to a transaction where such Subsidiary Guarantor becomes a bona fide joint venture where the other Person obtaining an equity interest in existence such Subsidiary Guarantor is not an Affiliate of the Lead Borrower or would occur the Restricted Subsidiaries (other than as a result of such joint venture). In connection with any such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received promptly execute and deliver to the relevant Loan Party, at such written Loan Party’s expense, all documents that such Loan Party shall reasonably request at least ten to evidence termination or release; provided, that, in connection with such documents requested by any Loan Party, upon the request of the Administrative Agent, the Borrowers shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.23 shall be without recourse to or warranty by the Administrative Agent (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Appears in 1 contract

Samples: Credit Agreement (BigBear.ai Holdings, Inc.)

Release of Guarantors. In connection with Notwithstanding Section 10.3(b) hereof, upon the sale or disposition (xincluding by merger or stock purchase) of a Guarantor (other than a sale or disposition of Parent, which shall be governed by Section 5.3) (as an entirety) to an entity which is not and is not required to become a Guarantor, or the designation of a Subsidiary Guarantor no longer being a Material Subsidiary or to become an Unrestricted Subsidiary, which transaction is otherwise in compliance with this Indenture (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4including, without limitation, the Borrower may request in writing that the Administrative Agent release, and upon receipt provisions of such request the Administrative Agent shall releaseSection 4.13 hereof), such Subsidiary Guarantor shall be deemed released from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation its obligations under its Guarantee of the Borrowing BaseNotes; provided, nor however, that any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default such termination shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except only to the extent that all obligations of such representations Guarantor under all of its guarantees of, and warranties expressly relate solely to an earlier date (in under all of its pledges of assets or other security interests which case secure, any Indebtedness of the Company or the Parent or any Indebtedness of any 121 other Subsidiary of the Company and the Parent shall also terminate upon such representations release, sale or transfer and warranties shall have been true and correct in all material respects (except in none of its Equity Interests are pledged for the case benefit of a representation any holder of any Indebtedness of the Company or warranty qualified the Parent or any Indebtedness of any Subsidiary of the Company or the Parent. Upon delivery by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable Company to the Administrative Agent) prior Trustee of an Officers' Certificate, to the requested date of release. Delivery effect that such sale or other disposition or that such designation was made by the Borrower Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the Administrative Agent release of any such request Guarantor from its obligations under its Guarantee. Except as provided in Section 10.3(a) hereof, any Guarantor not released from its obligations under its Guarantee shall constitute remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X. Notwithstanding the foregoing provisions of this Article X, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.4 may elect, at its sole discretion, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a representation by the Borrower that the matters set forth in the preceding sentence limited period of time), and (both as ii) any Subsidiary of the date Company which is not a Guarantor may elect, at its sole discretion, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of the giving of such request and as of the date of the effectiveness of such requesttime). IF, AT ANY TIME WHEN THERE IS INDEBTEDNESS OUTSTANDING UNDER THE ORIGINAL CREDIT AGREEMENT, THE GUARANTEE OF ALL OF THE INDEBTEDNESS UNDER THE ORIGINAL CREDIT AGREEMENT OF ANY OF THE GUARANTORS, OTHER THAN THE PARENT, IS RELEASED PURSUANT TO THE TERMS OF THE ORIGINAL CREDIT AGREEMENT, THE PARENT MAY CAUSE SUCH GUARANTOR TO BE RELEASED FROM ITS OBLIGATIONS UNDER ITS GUARANTEE OF THE NOTES; PROVIDED, HOWEVER, THAT ANY SUCH TERMINATION SHALL OCCUR 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, ANY OF INDEBTEDNESS OF THE COMPANY OR THE PARENT OR ANY INDEBTEDNESS OF ANY OTHER GUARANTOR SHALL ALSO TERMINATE UPON SUCH RELEASE, SALE OR TRANSFER AND NONE OF ITS EQUITY INTERESTS ARE PLEDGED FOR THE BENEFIT OF ANY HOLDER OF ANY INDEBTEDNESS (OTHER THAN INDEBTEDNESS UNDER THE ORIGINAL CREDIT AGREEMENT) are true and correct with respect to such requestOF THE COMPANY OR THE PARENT OR ANY INDEBTEDNESS (OTHER THAN INDEBTEDNESS UNDER THE ORIGINAL CREDIT AGREEMENT) OF ANY GUARANTOR; PROVIDED, FURTHER, THAT, THE PARENT MAY NOT CAUSE A RELEASE OF ANY GUARANTOR FROM ITS OBLIGATIONS UNDER ITS GUARANTEE OF THE NOTES PURSUANT TO THE PROVISIONS OF THIS PARAGRAPH AS A RESULT OF A RELEASE OF SUCH GUARANTOR'S GUARANTEE OF INDEBTEDNESS UNDER THE ORIGINAL CREDIT AGREEMENT IN CONNECTION WITH THE PAYMENT OF ALL OR SUBSTANTIALLY ALL OF THE INDEBTEDNESS OUTSTANDING UNDER THE ORIGINAL CREDIT AGREEMENT AT SUCH TIME. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6IF AT ANY TIME THERE IS NO INDEBTEDNESS OUTSTANDING UNDER THE ORIGINAL CREDIT AGREEMENT AND (A) ANY FOREIGN SUBSIDIARY OF THE COMPANY THAT HAS NOT BECOME DOMESTICATED INTO THE UNITED STATES (i) HAS GUARANTEED THE NOTES AND (ii) THE PARENT GROUP WOULD INCUR A TAX LIABILITY, AS DETERMINED ON A CONSOLIDATED BASIS, MATERIALLY GREATER THAN THE TAX LIABILITY THAT WOULD BE INCURRED BY THE PARENT GROUP, DETERMINED ON A CONSOLIDATED BASIS, HAD NO SUCH 122 GUARANTEE BEEN INCURRED, OR (B) THE GUARANTEE OF ANY FOREIGN SUBSIDIARY OF THE PARENT BECOMES ILLEGAL UNDER APPLICABLE LAW AND SUCH FOREIGN SUBSIDIARY DELIVERS AN OPINION OF COUNSEL TO THE TRUSTEE TO SUCH EFFECT, THEN, IN EACH CASE, THE PARENT MAY CAUSE SUCH FOREIGN SUBSIDIARY TO BE RELEASED FROM ITS GUARANTEE IN ACCORDANCE WITH THE PROVISIONS OF THE INDENTURE; PROVIDED, HOWEVER, THAT ANY SUCH RELEASE SHALL OCCUR 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, ANY OF INDEBTEDNESS OF THE COMPANY OR THE PARENT OR ANY INDEBTEDNESS OF ANY OTHER SUBSIDIARY OF THE COMPANY AND THE PARENT SHALL ALSO TERMINATE UPON SUCH RELEASE, SALE OR TRANSFER AND NONE OF ITS EQUITY INTERESTS ARE PLEDGED FOR THE BENEFIT OF ANY HOLDER OF ANY INDEBTEDNESS OF THE COMPANY OR THE PARENT OR ANY INDEBTEDNESS OF ANY SUBSIDIARY OF THE COMPANY OR THE PARENT.

Appears in 1 contract

Samples: Herbalife International Inc

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests or property of any Subsidiary Guarantor that owns are sold or otherwise transferred to a Property included in the most-recent calculation Person or Persons none of Borrowing Base; which is a Loan Party or (ii) no Event of Default shall then any Subsidiary Guarantor either becomes an Excluded Subsidiary or ceases to be a Restricted Subsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in existence or would occur as clause (i), a result “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such release; sale or transfer or other transaction, be automatically released from its obligations under this Agreement (iiiincluding under Section 10.05 hereof) the representations and warranties made its obligations to pledge and grant any Collateral owned by the Borrower and such Subsidiary Guarantor in the Loan Documents it pursuant to which any of them is a partyCollateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be true and correct automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in all respects) on and as this Section 11.10 in accordance with the relevant provisions of the date Collateral Documents; provided that no Guarantor shall be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of such release with any 202 Incremental Equivalent Debt, any Permitted First Priority Refinancing Debt, any Permitted Second Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Junior Financing, the same force 2021 Unsecured Notes, the 2025 Unsecured Notes, the 2027 Unsecured Notes or any Permitted Refinancing of any of the foregoing. When all Commitments hereunder have terminated, and effect all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (unless the obligations thereunder have been Cash Collateralized or as if made on and as of such date except to which other arrangements reasonably satisfactory to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall applicable Issuing Bank have been true made), this Agreement and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty Guarantees made herein shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct terminate with respect to all Obligations, except with respect to Obligations that expressly survive such requestrepayment pursuant to the terms of this Agreement. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.611.11.

Appears in 1 contract

Samples: Peter Cucchiara Credit Agreement (Surgery Partners, Inc.)

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xi) a all or substantially all of the Equity Interests of any Subsidiary Guarantor no longer being or a Material Subsidiary Borrower (other than the Lead Borrower) are sold or otherwise transferred to a Person or Persons none of which is a Loan Party in a transaction permitted hereunder or (yii) the sale of Equity Interests in a any Subsidiary Guarantor permitted under Section 10.4or a Borrower (other than the Lead Borrower) becomes an Excluded Subsidiary, or the Lead Borrower may request shall notify the Agents in writing that the Administrative Agent releasea Specified Guarantor is 210 to be released from its Guaranty, and upon receipt of such request the Administrative Agent shall release, (any such Subsidiary Guarantor from the Subsidiary Guaranty or Borrower, and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns or Borrower referred to in clause (i), a Property included in “Transferred Guarantor”), such Transferred Guarantor shall, upon the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result consummation of such release; sale or transfer or other transaction (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a partyor, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materialitySpecified Guarantor, in which case such representation or warranty shall be true and correct in all respects) on and as receipt of the date of such release with foregoing notice by the same force Agents), be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and effect as if made on the other Loan Documents, including its obligations to pledge and as of such date except grant any Collateral owned by it pursuant to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except any Collateral Document and, in the case of a representation or warranty qualified by materialitysale of all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) automatically released, and, so long as the Administrative Lead Borrower shall have provided the Agents such certifications or documents as any Agent shall have received reasonably request, the Collateral Agent shall take such written request at least ten (10) Business Days (or such shorter period actions as may be acceptable are necessary to effect each release described in this Section 11.09 in accordance with the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as relevant provisions of the date of Collateral Documents. When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, this Agreement and the giving of such request and as of the date of the effectiveness of such request) are true and correct Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Appears in 1 contract

Samples: Credit Agreement (Redwire Corp)

Release of Guarantors. In connection with Within five (x5) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) Business Days following the sale written request by any Responsible Officer of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Borrower, the Borrower may request in writing that Administrative Agent, on behalf of the Administrative Agent releaseLenders, shall release all Guarantors from their respective obligations under this Agreement and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any each other applicable Security Documents Loan Document so long as: (ia) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) there is no Event of Default shall then be in existence under clauses (b) or would occur as a result (c) of Article VII existing under this Agreement at the time of such request and no Default or Event of Default will exist immediately following such release; (iiib) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true received and correct have in all material respects (except in the case of a representation or warranty qualified by materiality, in which case effect at such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder))time an Investment Grade Rating; and (ivc) a Responsible Officer of the Borrower shall have delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent stating that each Guarantor is either being contemporaneously released from its obligation as a guarantor or co-borrower under any Senior Financing Transaction or has not then provided (and is not then required by the terms of such Senior Financing Transaction to provide) a guaranty or become obligated as a co-borrower with respect to any Senior Financing Transaction to which the Borrower is a party or to which it is simultaneously (or substantially simultaneously) entering into; provided, however, that in the event the Borrower is not able to make such statement with respect to any specific Guarantor, such Guarantor shall have received not be released from its obligations under this Agreement and each other Loan Document until the Borrower makes such written request statement with respect to such Subsidiary Guarantor, but all other Subsidiary Guarantors shall be released as provided herein (collectively, clauses (a), (b) and (c) shall be considered a “Release Event”). In addition, at least ten any time following a Release Event, (10x) Business Days a Restricted Subsidiary shall not be required to become a Guarantor hereunder unless and until such Subsidiary thereafter becomes a guarantor or co-borrower in respect of any Indebtedness under a Senior Financing Transaction and (y) if the Borrower shall fail to maintain an Investment Grade Rating, then (A) the Borrower shall cause each Restricted Subsidiary to deliver to the Administrative Agent (but only to the same extent such Restricted Subsidiary would be required to do so under Section 5.09(a)(ii)) within 15 days (or such shorter longer period as may be acceptable to agreed by the Administrative Agent, in its sole discretion) prior to the (1) a duly executed Guarantee Agreement and (2) such other documents and certificates as may be reasonably requested date of release. Delivery by the Borrower Administrative Agent with respect to such Restricted Subsidiary and its Guarantee Agreement, all in form, content and scope reasonably satisfactory to the Administrative Agent and (B) the provisions of any such request Section 5.09(a)(ii) shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6thereafter apply.

Appears in 1 contract

Samples: Credit Agreement (Choice Hotels International Inc /De)

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor any Equity Interest in Interests or property of any Subsidiary Guarantor that owns are sold or otherwise transferred to a Property included in the most-recent calculation Person or Persons none of Borrowing Base; which is a Loan Party or (ii) no Event of Default shall then be any Subsidiary Guarantor becomes an Excluded Subsidiary (any such Subsidiary Guarantor, and any Subsidiary Guarantor referred to in existence or would occur as clause (i), a result “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such release; sale or transfer or other transaction, be automatically released from its obligations under this Agreement (iiiincluding under Section 10.05 hereof) the representations and warranties made its obligations to pledge and grant any Collateral owned by the Borrower and such Subsidiary Guarantor in the Loan Documents it pursuant to which any of them is a partyCollateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents. Subject to the immediately preceding paragraph of this Section 11.09, the Guarantees made herein shall remain in full force and effect so long as any Lender shall have received such written request at least ten any Commitment hereunder, any Loan or other Obligation (10other than (i) Business Days contingent indemnification obligations as to which no claim has been asserted and (ii) obligations under Treasury Services Agreements or obligations under Secured Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank have been made) hereunder which is accrued and payable shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding (unless the Outstanding Amount of the L/C Obligations related thereto has been Cash Collateralized or back-stopped by a letter of credit reasonably satisfactory to the applicable L/C Issuer or such shorter period as may be Letter of Credit has been deemed reissued under another agreement reasonably acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6applicable L/C Issuer).

Appears in 1 contract

Samples: First Lien Credit Agreement (Portillo's Inc.)

Release of Guarantors. In connection with Each of the Subsidiary Guarantors hereby covenants that its Subsidiary Guarantee will not be discharged except by complete performance of its obligations contained in the Note, this Subsidiary Guarantee and pursuant to the Indenture; provided, however, that if (xa) a an Subsidiary Guarantor no longer being a Material does not guarantee any Indebtedness of the Company the amount of which, when added together with any other outstanding Indebtedness of the Company guaranteed by its Subsidiaries that are not Subsidiary Guarantors, would exceed $50 million in the aggregate, excluding the Notes of this series, and all outstanding Indebtedness of such Subsidiary Guarantor would have been permitted to be incurred pursuant to Section 1011 of the Indenture measured at the time of the release and discharge as described in this paragraph, (b) the Notes of this series are defeased and discharged pursuant to Article Fourteen of the Indenture, or (yc) all or substantially all of the sale assets of Equity Interests in a such Initial Subsidiary Guarantor permitted under Section 10.4, or all of the Borrower may request in writing that the Administrative Agent release, and upon receipt capital stock of such request Initial Subsidiary Guarantor is sold (including by issuance, merger, consolidation or otherwise) by the Administrative Agent shall releaseCompany or any of its Subsidiaries, then in each case of (a), (b) or (c) above, such Subsidiary Guarantor from or the Subsidiary Guaranty and any corporation acquiring such assets (in the event of a sale or other applicable Security Documents so long as: (i) disposition of all or substantially all of the assets or capital stock of such Subsidiary Guarantor owns no Property included Guarantor) shall be automatically and without any further action on the part of any party to the Indenture, and upon notice to the Trustee, be fully released and discharged from all its liabilities and obligations under or in the most-recent calculation respect of the Borrowing BaseIndenture and this Subsidiary Guarantee of the Note, nor any Equity Interest in any and promptly upon the request of the Company and at the expense of the Company, the Trustee shall execute such documents and take such other action as is reasonably requested by the Company to evidence the release and discharge of such Guarantor from all such liabilities and obligations and shall, if applicable, certify to the Company that such Initial Subsidiary Guarantor that owns has no liabilities or obligations resulting from a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of demand on such release; (iii) the representations and warranties made by the Borrower and such Initial Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6Guarantor’s Guarantee.

Appears in 1 contract

Samples: Supplemental Indenture (Quest Diagnostics Inc)

Release of Guarantors. In connection with Notwithstanding anything in Section 9.02(b) to the contrary, (xa) a any Subsidiary Guarantor no longer being shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions if as a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, result thereof such Subsidiary Guarantor from ceases to be a 230 Restricted Subsidiary (included by merger or dissolution) or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; or (ii) upon the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation occurrence of the Borrowing BaseTermination Date, nor any Equity Interest in (b) any Subsidiary Guarantor that owns qualifies as an “Excluded Subsidiary” shall be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) by the Administrative Agent promptly following the request therefor by the Parent Borrower and/or (c) the Person constituting Holdings immediately prior to the consummation of a Property included in Holdings Reorganization Transaction whereby the most-recent calculation of Borrowing Base; existing “Holdings” is not intended to remain as such shall be automatically released from its obligations hereunder (iiand its Loan Guaranty shall be automatically released) no Event of Default shall then be in existence or would occur as a result upon the consummation of such releaseHoldings Reorganization Transaction; (iii) provided, that the representations and warranties made by release of any Subsidiary Guarantor from its obligations under the Borrower and Loan Guaranty if such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as becomes an Excluded Subsidiary of the date type described in clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type, after giving pro forma effect to such release with and the same force and effect consummation of the transaction that causes such Person to be an Excluded Subsidiary of such type, the Parent Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if made on and as such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such date except Person attributable to the extent that Parent Borrower’s equity interest therein as estimated by the Parent Borrower in good faith and such representations and warranties expressly relate solely Investment is permitted pursuant to an earlier date Section 6.06 (in which case other than Section 6.06(f)) at such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materialitytime. In connection with any such release, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall, subject to receipt of an officer’s certificate from the Parent Borrower certifying that such transaction and release are permitted hereunder, promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall have received such written reasonably request at least ten (10) Business Days (to evidence termination or such shorter period as may release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be acceptable without recourse to or warranty by the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6.

Appears in 1 contract

Samples: Lease I Agreement (Bowlero Corp.)

Release of Guarantors. In connection with (x) The Guarantee of a Subsidiary Guarantor no longer being a Material Subsidiary shall automatically be released from all obligations under its Guarantee endorsed on the Securities and under this Article XIII without need for any further act or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and execution or delivery or any other applicable Security Documents so long asdocument: (i) upon the sale or other disposition (including by way of consolidation or merger) of all of the Capital Stock of such Subsidiary Guarantor owns no Property included to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is (A) permitted by this Indenture or (B) pursuant to any exercise of any secured creditor remedies by the First Lien Designated Agent in respect of any First Lien Obligations but only to the most-recent calculation extent that the First Lien Secured Parties release their guarantees in respect of the Borrowing Base, nor any Equity Interest in any First Lien Obligations of such Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing BaseGuarantor; (ii) upon the sale or disposition of all or substantially all of the assets of such Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided such sale or disposition is permitted by this Indenture; (iii) upon the liquidation or dissolution of such Guarantor; provided that no Default or Event of Default shall then be in existence or would occur as a result of such releasethereof or has occurred and is continuing; (iiiiv) upon Legal Defeasance or Covenant Defeasance in accordance with Article XII or satisfaction and discharge in accordance with Article IV; (v) if the representations and warranties made by Company properly designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary; (vi) at the Borrower and Company’s request, during any Suspension Period; or (vii) (A) if such Subsidiary Guarantor in is released from its obligations under guarantees of payment by the Loan Documents Company of Indebtedness of the Company under the Credit Agreement or (B) at such time as such Subsidiary Guarantor does not have any other Indebtedness outstanding that would have required such Subsidiary Guarantor to which any of them is enter into a partyGuaranty Agreement pursuant to Section 10.16, shall be true and correct in all material respects (except in the case as a result of a representation or warranty qualified by materiality, payment in which case such representation or warranty shall be true and correct in all respects) on and as of the date respect of such release with other Indebtedness by such Subsidiary Guarantor. Upon delivery by the same force and effect as if made on and as of such date except Company to the extent Trustee of an Officers’ Certificate to the effect that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty transaction was made in accordance with the provisions hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such Guarantor from its obligations under its Guarantee endorsed on the Securities and under this Section 4.6Article XIII.

Appears in 1 contract

Samples: Indenture (United Rentals North America Inc)

Release of Guarantors. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the The Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall releaserelease (subject to the terms of the Guaranty), such Subsidiary a Guarantor (other than the Parent) from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) either (A) the Investment Grade Rating Date has occurred or (B) prior to an Investment Grade Rating Date, such Subsidiary Guarantor owns no Property included in has ceased to be, or simultaneously with its release from the most-recent calculation of the Borrowing BaseGuaranty will cease to be, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing BaseMaterial Subsidiary; (ii) such Guarantor is not otherwise required to be a party to the Guaranty under: (A) prior to the Investment Grade Rating Date, Section 8.14.(a) or (B) on or after the Investment Grade Rating Date, Section 8.14.(b); (iii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iiiiv) the representations and warranties made or deemed made by the Borrower and such Subsidiary Guarantor each other Loan Party in the Loan Documents to which any of them is a party, shall 91 be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case accurate on and as of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects earlier date) and except for changes in factual circumstances specifically and expressly permitted hereunder))not prohibited under the Loan Documents; and (ivv) the Administrative Agent shall have received such written request at least ten (10) 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the The Administrative Agent agrees to furnish to the Borrower, at the Borrower’s request and at the Borrower’s sole cost and expense, any release, termination, or other agreement or document evidencing the foregoing release a Subsidiary Guarantor from as may be reasonably requested by the Subsidiary Guaranty in accordance with this Section 4.6Borrower.

Appears in 1 contract

Samples: Credit Agreement (DiamondRock Hospitality Co)

Release of Guarantors. (a) Notwithstanding anything in Section 9.02(b) to the contrary, (I) any Subsidiary Guarantor shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (x) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder) as certified by a Responsible Officer of the Parent Borrower, (y) in the case of any Discretionary Guarantor, the Parent Borrower elects, in its sole discretion, any Discretionary Guarantor to be released from its obligations hereunder, so long as in the case of any such Discretionary Guarantor that is a Restricted Subsidiary of the Parent Borrower, (i) such Discretionary Guarantor is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; and (ii) after giving effect to such election and release, the Indebtedness of such Discretionary Guarantor outstanding upon such election and release will be deemed to constitute Indebtedness of a Restricted Subsidiary that is not a Loan Party for purposes of this Agreement, in each case as certified by a Responsible Officer of the Parent Borrower, and/or (z) upon the occurrence of the Termination Date and (II) upon the consummation of the Performance Chemicals Sale, (I) the Performance Chemicals Companies shall automatically be released from their obligations hereunder (and their Loan Guaranty shall be automatically released) and all liens on their assets released and terminated and (II) CPQ shall automatically be released from its Loan Guaranty and all pledges of equity interests of all of the Performance Chemicals Companies shall be released and terminated. In connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent any such release, and upon receipt of such request the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release, such Subsidiary Guarantor from . Any execution and delivery of documents pursuant to the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation preceding sentence of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, this Section 9.22 shall be true and correct in all material respects (except in the case of a representation without recourse to or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Appears in 1 contract

Samples: Security Agreement (PQ Group Holdings Inc.)

Release of Guarantors. In connection If, in compliance with (x) a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale terms and provisions of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4the Loan Documents, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation all or substantially all of the Borrowing Base, nor Equity Interests or property of any Equity Interest in any Subsidiary Guarantor that owns are sold or otherwise transferred to a Property included in the most-recent calculation Person or Persons none of Borrowing Base; which is a Loan Party or (ii) no Event of Default shall then be any Guarantor becomes an Excluded Subsidiary (any such Guarantor, and any Guarantor referred to in existence or would occur as clause (i), a result “Transferred Guarantor”), such Transferred Guarantor shall, upon the consummation of such release; sale or transfer or other transaction, be automatically released from its obligations under this Agreement (iiiincluding under Section 10.05 hereof) the representations and warranties made its obligations to pledge and grant any Collateral owned by the Borrower and such Subsidiary Guarantor in the Loan Documents it pursuant to which any of them is a partyCollateral Document and, shall be true and correct in all material respects (except in the case of a representation sale of all or warranty qualified by materialitysubstantially all of the Equity Interests of the Transferred Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Borrower shall have been true and correct in all material respects (except in provided the case of a representation Administrative Agent such certifications or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) documents as the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to reasonably request, the Administrative Agent shall take such actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents; provided, that no Guarantor shall be released as provided in this paragraph if such Guarantor continues to be a guarantor in respect of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as Indebtedness incurred pursuant to Section 7.03(b)(1), any Permitted First Priority Refinancing Debt, any Permitted Junior Priority Refinancing Debt, any Permitted Unsecured Refinancing Debt, any Subordinated Indebtedness or any Permitted Refinancing of any of the date of foregoing. When all Commitments hereunder have terminated and all Loans or other Obligation (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Term Loan Secured Hedge Agreements as to which arrangements satisfactory to the giving of such request applicable Hedge Bank shall have been made), hereunder which are accrued and as of payable have been paid or satisfied, this Agreement and the date of the effectiveness of such request) are true and correct Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Appears in 1 contract

Samples: Assignment and Assumption (Headwaters Inc)

Release of Guarantors. In connection with (xa) Notwithstanding anything to the contrary in any Loan Document, if (i) a Subsidiary (other than the Lead Borrower) is a Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur solely as a result of its designation as a Designated Borrower hereunder or because it was designated as a Guarantor pursuant to Section 5.9(a), and (ii) (x) such release; designation as a Designated Borrower is terminated in accordance with the terms of this Agreement, (iiiy) such Person ceases to be (or substantially simultaneously with its release as a Guarantor will cease to be) a Subsidiary, or (z) the representations and warranties made by the Lead Borrower and elects in writing to cause such Subsidiary to cease to be a Guarantor (in the case of clauses (x) and (z), so long as (A) no Default or Event of Default exists immediately before and immediately after giving effect to the release of such Subsidiary from its Guaranty and (B) Liens incurred on the assets of such Subsidiary in reliance on clause (l) of Section 6.2 would be permitted at the time of such release (and thenceforth shall be deemed) to be incurred in reliance on the other clauses of Section 6.2), then on and after the date that such Subsidiary ceases to be a Subsidiary, or a Designated Borrower or Guarantor hereunder, such Guarantor may, and in the discretion of the Lead Borrower upon notice in writing to the Administrative Agent specifying the reason for such release shall, be released from all of its obligations under this Agreement and the other Loan Documents to which any of them it is a party, and thereafter such Person shall no longer constitute a Guarantor under the Loan Documents. Notwithstanding anything in this Agreement to the contrary, and in addition to any release pursuant to the immediately preceding sentence, any Guarantor shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except released from its Guaranty to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except provided in the case of Guaranty to which it is a representation or warranty qualified by materialityparty, in which case such representation or warranty and each Guaranty shall automatically be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as released upon termination of the date Commitments and payment in full of the giving of such request all Obligations (other than indemnities and as of the date of the effectiveness of such request) are true and correct other contingent obligations with respect to such request. Lenders hereby irrevocably authorize which no claim for reimbursement has been made and Letters of Credit that have been cash collateralized pursuant to arrangements mutually agreed between the Administrative Agent applicable Issuing Bank and the Lead Borrower, or with respect to release a Subsidiary Guarantor from which other arrangements have been made that are satisfactory to the Subsidiary Guaranty in accordance with this Section 4.6applicable Issuing Bank).

Appears in 1 contract

Samples: Revolving Credit Agreement (CF Industries Holdings, Inc.)

Release of Guarantors. In connection with Upon (xi) a Subsidiary the liquidation or dissolution of any Guarantor no longer being a Material Subsidiary (provided that, for purposes of this Section 11.15, “Guarantor” shall not include the Company), or (y) the sale of Equity Interests all of the Capital Stock of any Guarantor owned by the Company and its Subsidiaries, in a Subsidiary Guarantor permitted under Section 10.4, each case so long as such transaction does not violate the Borrower may request terms of any Loan Document or is consented to in writing that by the Required Lenders or all of the Lenders, as applicable or (ii) the termination of all the Commitments, and the payment and satisfaction in full in cash of all Obligations arising under the Loan Documents (other than contingent indemnity obligations), such Guarantor shall be automatically released from all obligations under the applicable Guaranty and any other Loan Documents to which it is a party (other than contingent indemnity obligations), and upon at least five (5) Business Days' prior written request by the Company (or such shorter period of time as is reasonably determined by the Administrative Agent releaseto be acceptable), and upon receipt of such request the Administrative Agent shall release, (and is hereby irrevocably authorized by the Lenders to) execute such Subsidiary documents as may be necessary to evidence the release of the applicable Guarantor from its obligations under the Subsidiary applicable Guaranty and any such other applicable Security Documents so long as: Loan Documents; provided, however, that (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received not be required to execute any such written request at least ten (10) Business Days (or such shorter period as may be acceptable to document on terms which, in the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize 's reasonable opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release a of such Guarantor without recourse or warranty, and (ii) such release shall not in any manner discharge, affect or impair the Obligations of the Obligors, or any other Guarantor's obligations under the 77 applicable Guaranty, or, if applicable, any obligations of the Company or any Subsidiary Guarantor from in respect of the Subsidiary Guaranty in accordance with this Section 4.6proceeds of any such sale retained by the Company or any Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (Acuity Brands Inc)

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xi) any Subsidiary Guarantor ceases to be a Restricted Subsidiary in a transaction permitted hereunder or (ii) unless the Borrower has otherwise requested that such Excluded Subsidiary shall be or remain a Subsidiary Guarantor no longer being a Material Subsidiary or (y) the sale of Equity Interests in a Guarantor, any Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, becomes an Excluded Subsidiary (any such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: referred to in clause (i) or (ii), a “Released Guarantor”), such Subsidiary Released Guarantor owns no Property included in shall, upon the most-recent calculation consummation of the Borrowing Baserelated transaction, nor be automatically released from its obligations under this Agreement (including under Section 10.05 hereof) and the other Loan Documents, including its obligations to pledge and grant any Equity Interest in Collateral owned by it pursuant to any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a partyCollateral Document and, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materialitysale of any of the Equity Interests of the Released Guarantor, in which case the pledge of such representation or warranty Equity Interests to the Administrative Agent pursuant to the Collateral Documents shall be true and correct in all respects) on and automatically released, and, so long as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties Borrower shall have been true and correct in all material respects (except in provided the case of a representation Agents such certifications or warranty qualified by materialitydocuments as any Agent shall reasonably request, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received take such written request at least ten actions as are necessary to effect each release described in this Section 11.09 in accordance with the relevant provisions of the Collateral Documents; provided, that (10x) Business Days (or no such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any release shall occur, and no such request Subsidiary Guarantor shall constitute a representation Released Guarantor, if such Subsidiary Guarantor continues to be a guarantor in respect of the 2029 Notes or any Indebtedness constituting Permitted Ratio Debt or a Junior Financing and is required to provide a Guarantee of the Obligations pursuant to Section 7.03(c)(A), (y) no Loan Party will Dispose of a minority interest in any Guarantor for the primary purpose of releasing the Guaranty made by such Guarantor and (z) no such release shall occur, and no such Subsidiary Guarantor shall constitute a Released Guarantor, if such Subsidiary Guarantor becomes an Excluded Subsidiary solely as a result of becoming a non-wholly owned Subsidiary of the Borrower that after the matters set forth Closing Date (unless pursuant to a sale to an unaffiliated third party (other than Holdings or any of its Subsidiaries) for fair market value and otherwise legitimate business purposes)). When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied (other than contingent obligations as to which no claim has been asserted), and no Letter of Credit remains outstanding (except any Letter of Credit the Outstanding Amount of which the Obligations related to which has been Cash Collateralized or for which a back-stop letter of credit reasonably satisfactory to the applicable L/C Issuer has been put in place), this Agreement and the preceding sentence (both as of the date of the giving of such request Guaranty made herein, each other Loan Document and as of the date of the effectiveness of such request) are true and correct any security interest granted under any Loan Document shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Appears in 1 contract

Samples: Credit Agreement (Perimeter Solutions, SA)

Release of Guarantors. In connection with (xNotwithstanding anything in Section 9.02(b) a to the contrary, any Subsidiary Guarantor no longer being shall automatically be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) (a) upon the consummation of any permitted transaction or series of related transactions if as a Material Subsidiary or (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the release of any Subsidiary Guarantor from its obligations under the Subsidiary Loan Guaranty and any other applicable Security Documents so long as: (i) if such Subsidiary Guarantor owns no Property included in the most-recent calculation becomes an Excluded Subsidiary of the Borrowing Base, nor any Equity Interest type described in any clause (a) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; such type (iii) no Event of Default shall then exists, (ii) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be in existence or would occur as a result an Excluded Subsidiary of such release; type, the applicable Borrower is deemed to have made a new Investment in such Person for purposes of Section 6.06 (as if such Person were then newly acquired) in an amount equal to the portion of the fair market value of the net assets of such Person attributable to thesuch Borrower’s equity interest therein as reasonably estimated by the applicable Borrower and such Investment is permitted pursuant to Section 6.06 (other than Section 6.06(f)) at such time and (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as Responsible Officer of the date of such release with the same force and effect as if made on and as of such date except applicable Borrower certifies to the extent that such representations and warranties expressly relate solely to an earlier date Administrative Agent compliance with preceding clauses (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); i) and (ivii)) and/or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall have received promptly execute and deliver to the relevant Loan Party, at such written Loan Party’s expense, all documents that such Loan Party shall reasonably request at least ten to evidence termination or release; provided, that upon the request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of documents pursuant to the preceding sentence of this Section 9.22 shall be without recourse to or warranty by the Administrative Agent (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date of release. Delivery by the Borrower to the Administrative Agent of any execute and deliver such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6documents).

Appears in 1 contract

Samples: Credit Agreement (Indivior PLC)

Release of Guarantors. In connection with Notwithstanding Section 10.3(b) hereof, upon the sale or disposition (xincluding by merger or stock purchase) of a Subsidiary Guarantor no longer being a Material Subsidiary (as an entirety), or (y) the sale designation of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4to become an Unrestricted Subsidiary, which transaction is otherwise in compliance with this Indenture (including, without limitation, the Borrower may request in writing that the Administrative Agent release, and upon receipt provisions of such request the Administrative Agent shall releaseSection 4.13 hereof), such Subsidiary Guarantor shall be deemed released from the its obligations under its Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation Guarantee of the Borrowing BaseNotes; provided, nor however, that any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default such termination shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except only to the extent that all obligations of such representations and warranties expressly relate solely to an earlier date (in which case Subsidiary Guarantor under all of its guarantees of any Subordinated Indebtedness or any unsecured Indebtedness that ranks pari passu with the Notes or the Subsidiary Guarantee of such representations and warranties Subsidiary Guarantor shall have been true and correct in all material respects (except in also terminate upon such release, sale or transfer. Upon delivery by the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable Company to the Administrative Agent) prior Trustee of an Officer's Certificate, to the requested date of release. Delivery effect that such sale or other disposition or that such designation was made by the Borrower Company in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the Administrative Agent release of any such request Guarantor from its obligations under its Guarantee. Except as provided in Section 10.3(a) hereof, any Guarantor not released from its obligations under its Guarantee shall constitute remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X. Notwithstanding the foregoing provisions of this Article X, (i) any Guarantor whose Guarantee would otherwise be released pursuant to the provisions of this Section 10.4 may elect, at its sole discretion, by written notice to the Trustee, to maintain such Guarantee in effect notwithstanding the event or events that otherwise would cause the release of such Guarantee (which election to maintain such Guarantee in effect may be conditional or for a representation by the Borrower that the matters set forth in the preceding sentence limited period of time), and (both as ii) any Subsidiary of the date Company which is not a Guarantor may elect, at its sole discretion, by written notice to the Trustee, to become a Guarantor (which election may be conditional or for a limited period of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with this Section 4.6time).

Appears in 1 contract

Samples: CSK Auto Corp

Release of Guarantors. In connection with Notwithstanding anything in Section 12.06 to the contrary, a Subsidiary Guarantor shall automatically be released from its obligations hereunder and its Guaranty shall be automatically released (a) upon the consummation of any transaction or related series of transactions permitted hereunder if as a result thereof such Subsidiary Guarantor shall cease to be a Subsidiary (or constitutes an Excluded Subsidiary; provided that, (I) the Borrower, in its sole discretion, may elect to cause (x) such Excluded Subsidiary to remain or become a Subsidiary Guarantor no longer being a Material Subsidiary or and (y) the sale of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4, the Borrower may request in writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns is or becomes an Excluded Subsidiary (other than any such Excluded Subsidiary that is made a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence or would occur as a result of such release; (iii) the representations and warranties made by the Borrower and such Subsidiary Guarantor in the Loan Documents pursuant to which any of them is a party, shall clause (x) above) to be true released from its guarantee and correct in all material respects (except II) in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as Subsidiary Guarantor that becomes an Excluded Subsidiary of the date type described in clause (a) of the definition thereof, such release shall only be permitted if at the time such Subsidiary Guarantor becomes an Excluded Subsidiary of such release with type (i) at the same force and effect as if made on and as time of such date except release, after giving effect to such release and the consummation of the transaction that causes such Subsidiary to be an Excluded Subsidiary on a Pro Forma Basis, (x) the Borrower is deemed to have made a new Investment in such Subsidiary in an amount equal to the extent that fair market value of the Investment therein for purposes of Section 8.05 and such representations Investment is permitted pursuant to Section 8.05 and warranties expressly relate solely (y) such release shall constitute the incurrence of any Indebtedness and Liens of such Subsidiary existing at such time, and such Indebtedness and Liens are permitted pursuant to Sections 8.02 and 8.03, as applicable, (ii) such transaction or related series of transactions are with an earlier date unaffiliated third party, entered into for a bona fide business purpose and not for entered into for the primary purpose of releasing such Subsidiary Guarantor from its Guaranty and the assets and Capital Stock of such Subsidiary Guarantor are Disposed of for fair market value, (in which case ii) such representations and warranties Subsidiary shall have been true and correct in all material respects not own or exclusively license Material Asset, (except in the case iii) no Default or Event of a representation Default exists or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); would result therefrom) and (iv) a Responsible Officer of the Borrower certifies to the Administrative Agent compliance with the preceding clauses (i)(x)-(y), (ii) and (iii); provided, further, that no such release shall occur if such Subsidiary Guarantor continues to be a guarantor or provide any other credit support in respect of any Indebtedness (including any Subordinated Debt) or Refinancing Indebtedness in respect thereof, in each case, in an amount in excess of the Threshold Amount or (b) upon the occurrence of the Termination Date. In connection with any such release, the Administrative Agent shall have received promptly execute and deliver to any Guarantor, at such written Guarantor’s expense, all documents that such Guarantor shall reasonably request at least ten to evidence termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 11.09 shall be without recourse to or warranty by the Administrative Agent (10) Business Days (or such shorter period other than as may be acceptable to the Administrative Agent) prior ’s authority to the requested date execute and deliver such documents). The Administrative Agent shall be entitled to and shall rely exclusively on a certificate of release. Delivery by a Responsible Officer of the Borrower to the Administrative Agent of any confirming that such request release has occurred, and such certificate shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request be conclusive evidence thereof. Each Lender and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby each other Secured Party irrevocably authorize authorizes the Administrative Agent to release take such action and execute any such document and consents to such reliance. The Administrative Agent shall not be responsible for or have a Subsidiary Guarantor from duty to ascertain or inquire into any representation or warranty regarding the Subsidiary Guaranty existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon or contained in accordance any certificate prepared or delivered by the Borrower or any Credit Party in connection with this Section 4.6the Collateral or compliance with the terms set forth above or in a Credit Document, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral or any action otherwise taken in reliance on the foregoing.

Appears in 1 contract

Samples: Credit Agreement (Blue Bird Corp)

Release of Guarantors. In connection If, in compliance with the terms and provisions of the Loan Documents, (xa) all or substantially all of the Equity Interests or property of such Guarantor are sold or otherwise transferred to a Subsidiary person or persons, none of which is a Loan Party or (b) such Guarantor no longer being a Material becomes an Immaterial Subsidiary or an Excluded Subsidiary as a result of a transaction or designation permitted hereunder (yany such Guarantor referred to in clauses (a) or (b), a “Subject Guarantor”), such Subject Guarantor shall, upon the consummation of such sale or transfer or other transaction, be automatically released from its obligations under this Agreement and its obligations to pledge and grant any Collateral owned by it pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests in a Subsidiary Guarantor permitted under Section 10.4of the Subject Guarantor, the Borrower may request in writing that the Administrative Agent release, and upon receipt pledge of such request Equity Interests to the Administrative Collateral Agent pursuant to the Collateral Documents shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: be automatically released; provided that (i) such the release of any Subject Guarantor that becomes an Excluded Subsidiary Guarantor owns no Property included in the most-recent calculation of the Borrowing Basetype described in clause (a) of the definition thereof shall only be permitted if at the time such Subject Guarantor becomes an Excluded Subsidiary of such type, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (iiA) no Event of Default shall then exists, (B) after giving pro forma effect to such release and the consummation of the transaction that causes such Person to be in existence or would occur as a result an Excluded Subsidiary of such release; type, the Lead Borrower is deemed to have made a new Investment in such Person for purposes of Section 7.06 (iiias if such Person were then newly acquired) in an amount equal to the representations and warranties made portion of the fair market value of the net assets of such Person attributable to the Loan Parties’ equity interest therein as reasonably estimated by the Lead Borrower and such Subsidiary Guarantor in the Loan Documents Investment is permitted pursuant to which any of them is a party, shall be true and correct in all material respects Section 7.06 (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respectsother than pursuant to clause (i) on and as of the date definition of Permitted Investments herein) at such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); time and (ivC) a Responsible Officer of the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Lead Borrower certifies to the Administrative Agent compliance with preceding clauses (A) and (B) and (ii) no such release shall occur if such Subject Guarantor continues to be a guarantor in respect of any Senior Notes, any Junior Financing, any Refinancing Equivalent Debt or any Incremental Equivalent Debt or any Permitted Refinancing in respect thereof. So long as the Lead Borrower shall have provided the Agents such request certifications or documents as any Agent shall constitute a representation by reasonably request, the Borrower that Collateral Agent shall take such actions as are necessary to effect each release described in this Section 11.15 in accordance with the matters set forth in the preceding sentence (both as relevant provisions of the date Collateral Documents. 218 When all Commitments hereunder have terminated, and all Loans or other Obligations hereunder which are accrued and payable have been paid or satisfied, and no Letter of Credit remains outstanding (except any Letter of Credit the giving Outstanding Amount of such request which the Obligations related thereto has been Cash Collateralized or for which a backstop letter of credit in form and as of substance, and issued by a financial institution, reasonably satisfactory to the date of applicable L/C Issuer has been put in place), this Agreement and the effectiveness of such request) are true and correct Guarantees made herein shall terminate with respect to all Obligations, except with respect to Obligations that expressly survive such request. Lenders hereby irrevocably authorize repayment pursuant to the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with terms of this Section 4.6Agreement.

Appears in 1 contract

Samples: Credit Agreement (Trinseo PLC)

Release of Guarantors. (a) In addition to the release provisions set forth in the Indenture, subject to Section 702(d), a Guarantor shall be released and relieved from all of its obligations under this Article Seven, and such Guarantor’s Guarantee shall be terminated and be of no further force or effect, upon the request of the Company (without the consent of the Trustee) if, immediately after giving effect to such release and termination (and, if applicable, any transaction in connection with (x) a Subsidiary Guarantor no longer being a Material Subsidiary therewith, including any other concurrent release, termination, repayment or (y) the sale discharge of Equity Interests in a Subsidiary Guarantor permitted under Section 10.4any other guarantee or other Debt of such Guarantor), the Borrower may request Company would be in writing that the Administrative Agent releasecompliance with Section 504 hereof, and upon receipt of such request the Administrative Agent shall release, such Subsidiary Guarantor from the Subsidiary Guaranty and any other applicable Security Documents so long as: (i) such Subsidiary Guarantor owns no Property included including in the most-recent calculation event of the Borrowing Base, nor any Equity Interest in any Subsidiary Guarantor that owns a Property included in the most-recent calculation of Borrowing Base; (ii) no Event of Default shall then be in existence sale or would occur other disposition as a result of which such Guarantor would cease to be a Subsidiary. (b) In order to effect the release and termination provided for in Section 702(a), the Company shall furnish to the Trustee an Officers’ Certificate stating that, immediately after giving effect to such release and termination (as well as any concurrent release; , termination, repayment or discharge of any other guarantee or other Debt of such Guarantor), the Company will be in compliance with Section 504 hereof. In the event that the release and termination is in connection with a sale or other disposition as a result of which a Guarantor would cease to be a Subsidiary, pro forma effect shall be given to such disposition (iiiincluding the application of any proceeds therefrom) in determining the representations Company’s compliance with Section 504 and, accordingly, the amount of Debt subject to the Guarantee of such Guarantor and warranties made any other Debt of such Guarantor shall be excluded from any calculation thereunder. Notwithstanding any provision to the contrary in the Indenture or this Supplemental Indenture, no opinion, report or certificate, other than the Officers’ Certificate provided for in this Section 702(b), need be furnished to the Trustee for such release and termination. After its receipt of the aforementioned Officers’ Certificate, the Trustee shall execute any documents reasonably requested by either the Borrower and such Subsidiary Company or the applicable Guarantor in order to evidence the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date release of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects and except for changes in factual circumstances specifically and expressly permitted hereunder)); and (iv) the Administrative Agent shall have received such written request at least ten (10) Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (both as of the date of the giving of such request and as of the date of the effectiveness of such request) are true and correct with respect to such request. Lenders hereby irrevocably authorize the Administrative Agent to release a Subsidiary Guarantor from the Subsidiary Guaranty in accordance with its obligations under its Guarantee under this Section 4.6Article Seven.

Appears in 1 contract

Samples: Indenture (Rogers Communications Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!