Release upon Certain Events. In the event that (i) all of the capital stock or other Equity Interests of any Guarantor is sold or otherwise disposed of in a transaction 135 permitted by Section 7.05(d) (except to the extent that such sale or disposition is to the Borrower or any other Loan Party) or (ii) a Guarantor (w) does not own any Projects that are Unencumbered Eligible Projects, (x) does not receive any fees under any Management Contracts, (y) does not have any Letters of Credit issued for the account of such Guarantor, and (z) is not a Wholly-Owned REIT Subsidiary, then such Guarantor shall be released from its obligations under this Guaranty and the other Loan Documents; provided, that the Borrower shall have delivered to the Administrative Agent, at least two Business Days prior to the date of the proposed release (or such shorter period of time as agreed to by the Administrative Agent in writing), a written request for release (a “Guarantor Release Notice”), together with an Officer’s Certificate certifying that (x) in the case of clause (i) above, such sale or disposition is as a result of a transaction permitted under this Agreement and (y) as of the effective date of such release (as set forth in the Guarantor Release Notice) such Guarantor (1) will not own any Projects that are Unencumbered Eligible Projects, (2) will not receive any fees under any Management Contracts, (3) will not have any Letters of Credit issued for its account and (4) is not a Wholly-Owned REIT Subsidiary. The Administrative Agent will (at the sole cost of the Company) following receipt of such Guarantor Release Notice and Officer’s Certificate, and each of the Lenders and the L/C Issuer irrevocably authorizes the Administrative Agent to, execute and deliver such documents as the Company or such Guarantor may reasonably request to evidence the release of such Guarantor from its obligations hereunder and under the other Loan Documents, which documents shall be reasonably satisfactory to the Administrative Agent.
Release upon Certain Events. (a) In the event that any Guarantor ceases to guarantee the obligations of MGM MIRAGE under the Credit Facility, then such Guarantor will be released and relieved of any and all obligations under this Guarantee without further action by any of Mandalay or any of the Guarantors. The Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under this Guarantee. For the purposes of this Section 11, the "
Release upon Certain Events. At the request of the Borrower, any Guarantor may be released from its obligations under this Guaranty and the other Loan Documents subject to the following conditions: (i) the Borrower shall have delivered to the Administrative Agent, at least two Business Days prior to the date of the proposed release (or such shorter period of time as agreed to by the Administrative Agent in writing), a written request for such release (a “Guarantor Release Notice”), (ii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, in the case of Sections 5.19 and 5.24, all respects) on and as of the effective date of such release and, both before and after giving effect to such release, except (x) to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, (y) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (x)) after giving effect to such qualification and (z) for purposes of this 137
