Release of Secured Guarantees Sample Clauses

Release of Secured Guarantees. (i) All the Secured Guarantees will be released when all the Release Conditions are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Borrower or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) If all the capital stock of a Guarantor or all or substantially all the assets of a Guarantor or all the Designated Interests owned by a Guarantor are sold, transferred or otherwise disposed of to a Person (other than the Borrower or any of its Subsidiaries) in a transaction permitted by this Agreement and the Master Transaction Agreement (any such sale, a “Sale of Guarantor”), each Secured Party shall release such Guarantor from its Secured Guarantee; provided that arrangements reasonably satisfactory to the Secured Parties and the Rights Holder have been made to apply the Net Proceeds of such Sale of Guarantor that constitute Net Proceeds of any Collateral or Designated Interests as required by the SPV Intercompany Loan Agreements and this Agreement. (iii) In addition to any release required by subsection (ii), the Rights Holder, on behalf of the Secured Parties, may release any Secured Guarantee.

Release of Secured Guarantees. (i) All the Secured Guarantees will be released when all the Release Conditions are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Borrower or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) If all the capital stock of a Guarantor or all or substantially all the assets of a Guarantor are sold, transferred or otherwise disposed of to a Person (other than the Borrower or one of its Subsidiaries) in a transaction permitted by the Credit Agreement (any such sale, a Sale of Guarantor ), the Secured Party shall release such Guarantor from its Secured Guarantee; provided that arrangements reasonably satisfactory to the Secured Party have been made to apply the net proceeds thereof as required by the Credit Agreement. (iii) In addition to any release permitted by subsection (ii), the Secured Party may release any Secured Guarantee in its discretion.

Release of Secured Guarantees. (i) All the Secured Guarantees will be released when all the Release Conditions are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Company or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) The Collateral Representative may release any Secured Guarantee with the prior written consent of the Required Holders.

Release of Secured Guarantees. (i) All the Secured Guarantees shall automatically be discharged and released without any further action by the Agent or any other Secured Party immediately upon all the Release Conditions being satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Company or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) If any Subsidiary Guarantor (A) ceases to be a Subsidiary as a result of a transaction permitted by the Loan Documents (including if the Capital Stock of a Subsidiary Guarantor is sold to a Person other than the Company or one of its Subsidiaries in a transaction permitted by the Loan Documents) or if all the assets of a Subsidiary Guarantor are sold to a Person other than the Company or one of its Subsidiaries in a transaction permitted by the Loan Documents (any such sale, a “Sale of Subsidiary Guarantor”)), (B) is or becomes an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary, a Foreign Subsidiary, or an Unrestricted Subsidiary, in each case in accordance with the terms of the Loan Documents, or (C) is or becomes an Immaterial Subsidiary or a non-Wholly Owned Subsidiary, then, in each case, the Secured Guarantee of such Subsidiary Guarantor shall automatically be discharged and released without any further action by the Agent or any other Secured Party, effective as of the time of such Sale of Subsidiary Guarantor, the time such Subsidiary Guarantor becomes an Insurance Subsidiary, a Subsidiary of an Insurance Subsidiary, a Foreign Subsidiary, or an Unrestricted Subsidiary, or the time the Company or such Subsidiary Guarantor notifies the Agent of its election to cause the release of the Secured Guarantee of such Immaterial Subsidiary or non-Wholly-Owned Subsidiary, as applicable. Such release shall not require the consent of any Secured Party, and the Agent shall be fully protected in relying on a certificate of the Company as to whether the applicable condition in the foregoing clauses (A), (B), and (C) has been satisfied. (iii) In addition to any release permitted by subsection (ii), any Secured Guarantee shall automatically be discharged and released without any further action by the Agent or any other Secured Party upon the effectiveness of any written approval, authorization, consent or ratification of such release by the Required Lend...

Release of Secured Guarantees. (i) All Secured Guarantees will be released when all Release Conditions are satisfied. If at any time any payment of a Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Borrower, any other Obligor or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) In addition, if any Guarantor shall cease to be a Subsidiary of the Borrower as permitted by Section 9.21(b) of the Credit Agreement, the Collateral Agent, at the request of the Borrower, shall release such Guarantor from its Secured Guaranty and its other Obligations under the Loan Documents; (iii) Upon any termination of a Secured Guaranty, the Collateral Agent will, in accordance with Section 9.21(d) of the Credit Agreement, execute and deliver to the Borrower such documents as it shall reasonably request to evidence the termination thereof.

Release of Secured Guarantees. (i) All the Secured Guarantees will be released when all the Release Conditions are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of any Borrower or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) If all the capital stock of a Guarantor or all the assets of a Guarantor are sold to a Person other than a DealerTrack Company in a transaction permitted by Section 6.05 of the Credit Agreement (any such sale, a "SALE OF GUARANTOR"), the Administrative Agent shall release such Guarantor from its Secured Guarantee; provided that, if such sale is a Prepayment Event, arrangements satisfactory to the Administrative Agent shall have been made to apply the Net Proceeds thereof as required by the Credit Agreement. Such release shall not require the consent of any Secured Party, and the Administrative Agent shall be fully protected in relying on a certificate of an Authorized Officer as to whether any particular sale constitutes a Sale of Guarantor. (iii) In addition to any release permitted by subsection (ii), the Administrative Agent may release any Secured Guarantee with the prior written consent of all the Lenders.

Release of Secured Guarantees. (i) All the Secured Guarantees will be released when all the Release Conditions are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Borrower or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) If all the capital stock of a Guarantor or all the assets of a Guarantor are sold to a Person other than the Borrower or one of its Subsidiaries in a transaction permitted by the Credit Agreement (any such sale, a "Sale of Guarantor"), the Administrative Agent shall release such Guarantor from its Secured Guarantee; provided that, if the Net Cash Proceeds of such sale are required to be applied to repay the Loans pursuant to the Credit Agreement, arrangements reasonably satisfactory to the Administrative Agent have been made to apply the Net Proceeds thereof as required by the Credit Agreement. Such release shall not require the consent of any Secured Party, and the Administrative Agent shall be fully protected in relying on a certificate of the Borrower as to whether any particular sale constitutes a Sale of Guarantor. (iii) In addition to any release permitted by subsection (ii), the Administrative Agent may release any Secured Guarantee with the prior written consent of the Required Lenders; provided that any release of all or substantially all the Secured Guarantees shall require the consent of all the Lenders.

Release of Secured Guarantees. All the Subsidiary Guarantors' Secured Guarantees will be released upon the first date on which all the Release Conditions are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of any Borrower or otherwise, the Subsidiary Guarantors' Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time.

Release of Secured Guarantees. (i) All Secured Guarantees will be released when all Release Conditions are satisfied. If at any time any payment of a Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Borrower, any other Obligor or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) In addition, if a Guarantor shall (A) cease to be a Subsidiary of the Borrower or (B) become an Excluded Subsidiary, in each case as permitted under the Loan Agreement, the Agent, at the request of the Borrower, shall release Borrower or such Guarantor from its Secured Guaranty and its other Obligations under the Loan Documents; (iii) Upon any termination of a Secured Guaranty, the Agent will, at the expense of the Borrower or relevant Guarantor, execute and deliver to the Borrower such documents as it shall reasonably request to evidence the termination thereof.

Release of Secured Guarantees. (i) All the Secured Guarantees will be released when all Obligations of the Borrower under the Loan Documents have been satisfied. If at any time any payment in satisfaction of an Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Borrower or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) If all the capital stock of a Subsidiary Guarantor or all the assets of a Subsidiary Guarantor are sold to a Person other than a Borrower or a Subsidiary of a Borrower in a transaction not prohibited by the Credit Agreements (any such sale, a “Sale of Subsidiary Guarantor”), the Collateral Agent shall release such Subsidiary Guarantor from its Secured Guarantee. Such release shall not require the consent of the Agents or any Lender, and the Collateral Agent and any third party shall be fully protected in relying on a certificate of the Borrower as to whether any particular sale constitutes a Sale of Subsidiary Guarantor.