Resignation of a Guarantor. (a) The Company may request that a Guarantor (other than the Company) ceases to be a Guarantor by delivering to the Agent a Resignation Letter.
(b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:
Resignation of a Guarantor. (a) The Company may request that a Guarantor (other than the Company) ceases to be a Guarantor by delivering to the Agent a Resignation Letter if such resignation is not restricted by paragraph (d) of Clause 25.16 (Guarantors) and if:
(i) that Guarantor (or a Holding Company of that Guarantor) is being disposed of by way of a Third Party Disposal (as defined in Clause 29.3 (Resignation of a Borrower)) or a Permitted Reorganisation as a result of the disposal of Charged Property that is otherwise permitted or not prohibited under Schedule 15 (Incurrence Covenants Schedule) or the Intercreditor Agreement and the Company has confirmed this is the case; or
(ii) in the case of Premier Education (UK) Midco Limited and Premier Education (UK) Bidco Limited, Clause 25.17(d) applies; or
(iii) subject to clause 28 (Consents, Amendments and Override) of the Intercreditor Agreement, the Majority Lenders have consented to the resignation of that Guarantor.
(b) Subject to paragraph (c) of clause 20.17 (Resignation of a Debtor) of the Intercreditor Agreement, the Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:
(i) the Company has confirmed that no Default is continuing or would result from the acceptance of the Resignation Letter;
(ii) no payment is due from the Guarantor under Clause 21.1 (Guarantee and indemnity);
(iii) where the Guarantor is also a Borrower, it is under no actual or contingent obligations as a Borrower and has resigned and ceased to be a Borrower under Clause 29.3 (
Resignation of a Guarantor. (a) The Company may request that a Guarantor (other than the Company) ceases to be a Guarantor by delivering to the Agent a Resignation Letter.
(b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance, provided that:
(i) no Default is continuing or would result from the acceptance of the Resignation Letter;
(ii) at the time of acceptance of the respective Resignation Letter, the Guarantor is not a Material Domestic Subsidiary;
(iii) no payment is due from the Guarantor under Clause 17 (Guarantee and Indemnity); and
(iv) where the Guarantor is also a Borrower, it has repaid its L/G (and any L/G of its Affiliates, if any), any fees, interests or costs relating thereto and any other amount payable by such Borrower (or any Affiliate of it) under the Finance Documents (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been made) and has resigned and ceased to be a Borrower under Clause 24.3 (Resignation of a Borrower), whereupon that company shall cease to be a Guarantor and shall have no further obligations under the Finance Documents from the date of effectiveness of that resignation.
Resignation of a Guarantor. The Company may request that a Guarantor ceases to be a Guarantor by delivering to the Facility Agent a Resignation Letter.
Resignation of a Guarantor. (a) The Company may request that a Guarantor (other than an Original Obligor or the Target) ceases to be a Guarantor by delivering to the Facility Agent a Resignation Letter.
(b) The Facility Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if no Default is continuing or would result from the acceptance of the Resignation Letter (and the Company has confirmed this is the case) whereupon that company shall cease to be a Guarantor and shall have no further obligations as a Guarantor under the Finance Documents.
Resignation of a Guarantor. (a) The Company may request that a Guarantor (other than the Company) ceases to be a Guarantor by delivering to the Agent a Resignation Letter.
(b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance if:
(i) that Obligor is the subject of a disposal, directly or indirectly, to a person which is not a member of the Group or the Lenders have consented to that Obligor ceasing to be a Guarantor;
(ii) no Default is continuing or would result from the acceptance of the Resignation Letter (and the Company has confirmed this is the case); and
(iii) no demand has been made on that Guarantor in respect of which a payment is due under Clause 21.1 (Guarantee and indemnity), whereupon that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents.
Resignation of a Guarantor. 24.5.1. The Original Borrower may request that a Guarantor (other than the Original Borrower) ceases to be a Guarantor by delivering to the Facility Agent a Resignation Letter.
24.5.2. The Facility Agent shall accept a Resignation Letter and notify the Original Borrower and the Lenders of its acceptance if:
24.5.2.1. no Default is continuing or would result from the acceptance of the Resignation Letter (and the Original Borrower has confirmed this is the case); and
24.5.2.2. the Majority Lenders have consented to the Original Borrower’s request.
Resignation of a Guarantor. (a) The Issuer may request that a Guarantor ceases to be a Guarantor by delivering to the Security Agent a letter of resignation specifying the Guarantor and which is signed by the Issuer and that Guarantor, provided that the resignation of such Guarantor is permitted pursuant to the Intercreditor Agreement.
(b) The Security Agent shall accept a letter of resignation and notify the Issuer of its acceptance if:
(i) the Issuer has confirmed that no Event of Default is continuing or would result from the acceptance of the letter of resignation (and the Issuer has confirmed that this is the case in the letter of resignation);
(ii) no claim for payment against such Guarantor under this Agreement is outstanding and unpaid;
(iii) immediately following the resignation of the resigning Guarantor as a Guarantor, the Issuer will remain in compliance with the Guarantor Cover Threshold of the Terms and Conditions;
(iv) any Transaction Security granted by such Guarantor is released in accordance with the terms of the Intercreditor Agreement; and
(v) the Transaction Security granted over such Guarantor has been releasedin accordance with the terms of the Intercreditor Agreement. whereupon that Guarantor shall cease to be a Guarantor and shall have no further rights or obligations as Guarantor under the Secured Finance Documents.
(c) Each resignation shall become effective upon the counter signing of the letter of resignation by the Security Agent.
Resignation of a Guarantor. The Parent may request that a Guarantor (other than the Parent) ceases to be a Guarantor by delivering to the Agent a Resignation Letter. The Agent shall accept a Resignation Letter and notify the Parent and the Lenders of its acceptance if no Default is continuing or would result from the acceptance of the Resignation Letter (and the Parent has confirmed this is the case).
Resignation of a Guarantor. (a) The Company may request that a Guarantor (other than the Parent) ceases to be a Guarantor by giving to the Facility Agent a duly completed Resignation Request.
(b) The Facility Agent must accept a Resignation Request and notify the Company and the Lenders of its acceptance if:
(i) a breach of Clause 21.7 (Financial Indebtedness) would not result from the acceptance of the Resignation Request; and
(ii) no demand for the payment of any money has been made in writing on that Guarantor which is outstanding on the date the Facility Agent receives the duly completed Resignation Request.
(c) The Guarantor will cease to be a Guarantor when the Facility Agent gives the notification referred to in paragraph (b) above.
(d) A Guarantor may also cease to be a Guarantor in any other manner approved by the Majority Lenders.
