Release of Subsidiary Guaranty. Each holder of a Note agrees to release and discharge a Subsidiary Guarantor from the Subsidiary Guaranty upon written request of the Company, provided that (i) such Subsidiary has been, or concurrently with the release by the holders of Notes, will be released and discharged as guarantor under and in respect of the Credit Agreement and any other Indebtedness of the Company; (ii) such release and discharge is not part of a plan of financing that contemplates such Subsidiary Guarantor guaranteeing any other Indebtedness of the Company or becoming a borrower under the Credit Agreement; (iii) no Default or Event of Default exists or will exist immediately following such release and discharge; (iv) if any fee or other consideration is paid or given to any holder of Indebtedness in connection with such release, other than the repayment of all or a portion of such Indebtedness, each holder of a Note receives equivalent consideration on a pro rata basis; and (v) at the time of such written request, the Company delivers to each holder of Notes a certificate of a Responsible Officer certifying the matters set forth in clauses (i) through (iv).
Release of Subsidiary Guaranty. The Guaranty provided by a Subsidiary Guarantor will automatically be terminated upon the receipt by the Administrative Agent of a certificate from a Senior Financial Officer, certifying as of the date of the certificate that, after the consummation of the transaction or series of transactions described in such certificate (which certification shall also state that such transactions, individually or in the aggregate, will be in compliance with the terms and conditions of this Agreement, including to the extent applicable, the covenants contained in Section 8, and that no Event of Default existed, exists or will exist, as the case may be, immediately before, as a result of, or immediately after giving effect to the transaction or transactions and the terminations), the Subsidiary identified in such certification will no longer be a Subsidiary of the Company. The Administrative Agent and each Bank shall, at the Company's expense, execute and deliver such instruments as the Company may reasonably request to evidence such termination.
Release of Subsidiary Guaranty. (a) All of the Guaranties shall be released in accordance with Section 4 above.
Release of Subsidiary Guaranty. Each Lender acknowledges and agrees that upon the satisfaction of the Guarantee Release Conditions, the Subsidiary Guarantors shall be released from their obligations under the Subsidiary Guaranty.
Release of Subsidiary Guaranty. Each Lender who is a lender under the Existing Credit Agreement hereby releases and discharges each Subsidiary Guarantor (as defined in the Existing Credit Agreement) from its respective obligations and liabilities under that certain Subsidiary Guaranty dated November 22, 2004 executed in connection with the Existing Credit Agreement.
Release of Subsidiary Guaranty. NationsBank hereby consents to the sale (the "Sale") by Borrower of the capital stock of Tiger Construction, Inc. ("Tiger"), and NationsBank agrees upon consummation of the Sale (i) to release Tiger as a Guarantor and (ii) to release the Subsidiary Security Agreement executed by Tiger in connection with its Subsidiary Guaranty, and (iii) Tiger will at that time no longer be deemed a Subsidiary of Borrower.
Release of Subsidiary Guaranty. Each holder of a Note acknowledges and agrees that each Subsidiary Guarantor shall be fully released and discharged from the Subsidiary Guaranty, and each holder of a Note fully releases and discharges such Subsidiary Guarantor from the Subsidiary Guaranty, immediately and without any further act, upon such Subsidiary being released and discharged as guarantor under and in respect of the Credit Agreement; provided that (i) no Default or Event of Default exists or will exist immediately following such release and discharge; (ii) if any fee or other consideration in excess of 0.50% of the outstanding principal amount of such Indebtedness is paid or given to any holder of any Indebtedness under the Credit Agreement in connection with such release, other than the repayment of all or a portion of such Indebtedness under the Credit Agreement, each holder of a Note receives equivalent consideration on a pro rata basis; and
Release of Subsidiary Guaranty. At the request of the Borrower, the Administrative Agent shall release from time to time (and each Lender hereby authorizes the Administrative Agent to release), one or more Subsidiary Guarantees (other than a Subsidiary Guaranty of a Material Subsidiary (as defined in Section 9.1(p) hereof), and required under Section 9.1(p)), provided, (i) no Unmatured Default or Event of Default shall have occurred and be continuing, (ii) the Borrower shall have provided to the Administrative Agent a certificate in reasonably detail satisfactory to the Administrative Agent that the Borrower is in compliance with the financial covenants contained in Section 9.3 before and after giving effect to the requested release or releases, as the case may be, and (iii) substantially all of the assets of the Subsidiary Guarantor being released are used in the ordinary course of such Subsidiary Guarantor's business and such Subsidiary Guarantor's primary business is as set forth in Section 9.1(a) hereof.
Release of Subsidiary Guaranty. Subject to Section 10.11(b), the Guaranty provided by a Subsidiary Guarantor will automatically be terminated upon the receipt by the Administrative Agent of a certificate from a Responsible Officer of the Company, certifying as of the date of the certificate that, after the consummation of the transaction or series of transactions described in such certificate (which certification shall also state that such transactions, individually or in the aggregate, will be in compliance with the terms and conditions of this Agreement, including to the extent applicable, the covenants contained in Article VII, and that no Event of Default existed, exists or will exist, as the case may be, immediately before, as a result of, or immediately after giving effect to the transaction or transactions and the terminations), the Subsidiary identified in such certification will no longer be a Subsidiary of the Company. The Administrative Agent and each Lender shall, at the Company's expense, execute and deliver such instruments as the Company may reasonably request to evidence such termination.
Release of Subsidiary Guaranty. (a) The holders of the Notes acknowledge and agree that such holders will discharge and release the Subsidiary Guaranty pursuant to the request of the Parent Guarantor, provided that the Bank Lenders simultaneously discharge in the same manner and to the same extent the Guaranties of Subsidiaries delivered pursuant to the Bank Credit Agreement, and provided further that in the event any Guaranty is thereafter required to be delivered by any Subsidiary pursuant to the Bank Credit Agreement, then the Parent Guarantor shall cause such Subsidiary then and thereupon to comply with the requirements of SECTION 4.8 of the Parent Guaranty. Without limiting the foregoing, the Parent Guarantor may request the release of a Subsidiary from the Subsidiary Guaranty if such Subsidiary is merged or consolidated with or into another Subsidiary of the Parent Guarantor, provided that the surviving Subsidiary shall confirm in writing its obligations under and pursuant to the Subsidiary Guaranty and the Bank Lenders shall have simultaneously released such Subsidiary from the terms of any Guaranty delivered pursuant to the Bank Credit Agreement.
