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 (
Appears in 4 contracts
Samples: Senior Revolving Facility Agreement (Nord Anglia Education, Inc.), Amendment and Restatement Agreement (Nord Anglia Education, Inc.), Amendment and Restatement Agreement (Nord Anglia Education, Inc.)
Resignation of a Guarantor. (a) The Company Parent may request that a Guarantor (other than the CompanyParent) ceases to be a Guarantor by delivering to the Administrative 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 28.2 (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 Parent has confirmed this is the case; or
(ii) in all 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 Participating Creditors 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 The Administrative Agent shall accept a Resignation Letter and notify the Company Parent and the Lenders Participating Creditors of its acceptance if:
(i) the Company Parent 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 20 (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 28.2 (Resignation of a Borrower); and
(iv) the Parent has confirmed that it shall ensure, if so required, that the Disposal Proceeds will be applied in accordance with Clause 13 (Mandatory prepayments).
(c) The resignation of that Guarantor shall not be effective until the later of (i) date of the relevant Third Party Disposal and (ii) the date on which the Guarantor ceases to be a borrower and /or guarantor under the Existing Finance Documents, at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.
Appears in 3 contracts
Samples: Financing Agreement, Financing Agreement (Cemex Sab De Cv), Financing Agreement (Cemex Sab De Cv)
Resignation of a Guarantor. (a) The Company Borrower may request that a Guarantor (other than the CompanyParent or the Borrower) 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 is being (or a Holding Company of shares or equity interests in that GuarantorGuarantor are being) is being disposed of (directly or indirectly) by way of a Third Party Disposal (as defined sale or disposal or reorganisation where such sale or disposal or reorganisation is expressly permitted under this Agreement or any other Finance Document in Clause 29.3 (Resignation of circumstances where that Guarantor ceases to be a Borrower)) or a Permitted Reorganisation as a result of Group Member, and the disposal of Charged Property that is otherwise permitted or not prohibited under Schedule 15 (Incurrence Covenants Schedule) or Borrower has confirmed to the Agent and the Intercreditor Agreement and the Company has confirmed Agent that 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 25.17 (Resignation of a Debtor) of the Intercreditor Agreement, the Agent shall accept a Resignation Letter and notify the Company Borrower and the Lenders of its acceptance if:
(i) the Company has confirmed that no Event of Default is continuing or would result from that Guarantor ceasing to be a Guarantor (and the acceptance of Borrower has confirmed to the Resignation Letter;Agent and the Intercreditor Agent that this is the case); and
(ii) no payment is due from the that Guarantor under Clause 21.1 20.1 (Guarantee and indemnity);.
(iiic) where Subject to paragraph (d) below, upon notification by the Guarantor is also a Borrower, it is under no actual or contingent obligations as a agent to the Borrower and has resigned and ceased the Lender of its acceptance of the resignation of the Guarantor, that entity shall cease to be a Borrower Guarantor and shall have no further rights or obligations under Clause 29.3 the Finance Documents as a Guarantor.
(d) The resignation of that Guarantor shall not be effective until the date of the relevant sale or disposal or reorganisation.
Appears in 3 contracts
Samples: Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (Melco Crown Entertainment LTD)
Resignation of a Guarantor. (a) The Company Borrower may request that a Guarantor (other than the CompanyParent or the Borrower) 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 is being (or a Holding Company of shares or equity interests in that GuarantorGuarantor are being) is being disposed of (directly or indirectly) by way of a Third Party Disposal (as defined sale or disposal or reorganisation where such sale or disposal or reorganisation is expressly permitted under this Agreement or any other Finance Document in Clause 29.3 (Resignation of circumstances where that Guarantor ceases to be a Borrower)) or a Permitted Reorganisation as a result of Group Member, and the disposal of Charged Property that is otherwise permitted or not prohibited under Schedule 15 (Incurrence Covenants Schedule) or Borrower has confirmed to the Agent and the Intercreditor Agreement and the Company has confirmed Agent that 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 25.17 (Resignation of a Debtor) of the Intercreditor Agreement, the Agent shall accept a Resignation Letter and notify the Company Borrower and the Lenders of its acceptance if:
(i) the Company has confirmed that no Event of Default is continuing or would result from that Guarantor ceasing to be a Guarantor (and the acceptance of Borrower has confirmed to the Resignation Letter;Agent and the Intercreditor Agent that this is the case); and
(ii) no payment is due from the that Guarantor under Clause 21.1 20.1 (Guarantee and indemnity);.
(iiic) where Subject to paragraph (d) below, upon notification by the Guarantor is also a Borrower, it is under no actual or contingent obligations as a agent to the Borrower and has resigned and ceased the Lender of its acceptance of the resignation of the Guarantor, that entity shall cease to be a Borrower Guarantor and shall have no further rights or obligations under Clause 29.3 the Finance Documents as a Guarantor.
(d) The resignation of that Guarantor shall not be effective until the date of the relevant sale or disposal or reorganisation. 95 Project Asgard (2020 A&R) – Amended and Restated Facilities Agreement
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Amendment and Restatement Agreement (Melco Resorts & Entertainment LTD)
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 (
Appears in 2 contracts
Samples: Revolving Facility Agreement (Nord Anglia Education, Inc.), Revolving Facility Agreement (Nord Anglia Education, Inc.)
Resignation of a Guarantor. (a) The If a Guarantor is subject to a Third Party Disposal, 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 GuarantorLetter.
(b) Subject to paragraph (c) of clause 20.17 (Resignation of a Debtor) of the Intercreditor Agreement, the 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 LetterLetter (and the Company has confirmed this is the case);
(ii) no payment is due from the Guarantor under Coverage Test will be complied with in accordance with Clause 21.1 22.19 (Guarantee and indemnity)Guarantor Coverage Test) when calculated on a pro forma basis to take into account the relevant Third Party Disposal;
(iii) where the Guarantor is also a Borrower, it is under has no actual or contingent obligations as a Borrower and has resigned and ceased to be a Borrower under Clause 29.3 25.3 (Resignation of a Borrower);
(iv) no payment is due from the Guarantor under Clause 18.1 (Guarantee and indemnity); and
(v) the Company has confirmed that where the Guarantor is subject to a Third Party Disposal, it shall ensure that the Disposal Proceeds will be applied in accordance with Clause 8.4 (Disposal Proceeds), whereupon, upon such notification, that company shall cease to be a Guarantor and shall have no further rights or obligations as a Guarantor under the Finance Documents except, where there has been a Third Party Disposal, the resignations shall not take effect (and the Guarantor will continue to have rights and obligations under the Finance Documents) until the date on which the Third Party Disposal takes effect.
Appears in 2 contracts
Samples: Credit Agreement (Sappi LTD), Credit Agreement (Sappi LTD)
Resignation of a Guarantor. (a) The Company Parent may request that a Guarantor (other than the Parent or 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 Parent has confirmed this is the case; or
(ii) in all 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 The Agent shall accept a Resignation Letter and notify the Company Parent and the Lenders of its acceptance if:
(i) the Company Parent 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 22.1 (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 Borrower); and
(iv) the Parent has confirmed that it shall ensure that the Disposal Proceeds will be applied in accordance with Clause 11.2 (Disposal and Insurance Proceeds).
(c) The resignation of that Guarantor shall not be effective until the date of the relevant Third Party Disposal at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.
Appears in 2 contracts
Samples: Revolving Facility Agreement (South Texas Supply Company, Inc.), Revolving Facility Agreement (South Texas Supply Company, Inc.)
Resignation of a Guarantor. (a) The Company Parent may request that a Guarantor (other than the Parent or 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 26.3 (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 Parent has confirmed this is the case; or
(ii) in all 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 The Agent shall accept a Resignation Letter and notify the Company Parent and the Lenders of its acceptance if:
(i) the Company Parent 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 19.1 (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 26.3 (Resignation of a Borrower); and
(iv) the Parent has confirmed that it shall ensure that the Disposal Proceeds will be applied, in accordance with Clause 8.3 (Application of mandatory prepayments).
(c) The resignation of that Guarantor shall not be effective until the date of the relevant Third Party Disposal at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.
Appears in 1 contract
Resignation of a Guarantor. (a) The Company Parent may request that a Guarantor (other than any Original Obligor or the CompanyTarget) ceases to be a Guarantor by delivering to the Agent Agents 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 30.3 (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 Original Borrower has confirmed this is the case; or
(ii) in all 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 The Agent shall accept a Resignation Letter and notify the Company Parent and the Lenders of its acceptance if:
(i) the Company Parent 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 23.1 (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 30.3 (Resignation of a Borrower); and
(iv) the Original Borrower has confirmed that it shall ensure that the Disposal Proceeds will be applied, in accordance with Clause 12.3 (Application of mandatory prepayments).
(c) The resignation of that Guarantor shall not be effective until the date of the relevant Third Party Disposal at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.
Appears in 1 contract
Samples: Term and Revolving Facilities Agreement (International Textile Group Inc)
Resignation of a Guarantor. (a) The Company may request that a Guarantor (other than the CompanyCompany and (for so long as it directly owns any shares in MUL) Red Football Junior Limited) 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 or Permitted Reorganisation;
(as defined ii) that Guarantor has become an Unrestricted Subsidiary in Clause 29.3 accordance with the terms of this Agreement;
(Resignation of iii) the Guarantor is subject to a Borrower)) or a Permitted Reorganisation as a result of the disposal of Charged Property that is otherwise permitted or merger and/or consolidation not prohibited under Schedule 15 (Incurrence Covenants Schedule) or the Intercreditor Agreement and the Company has confirmed this is the caseRestrictive Covenants); or
(iiiv) in all 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 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 23.1 (Guarantee and indemnity);; and
(iii) where the Guarantor is also a Borrower, it is (or shall, following its disposal, reorganisation or designation as an Unrestricted Subsidiary (as applicable) be) under no actual or contingent obligations as a Borrower and has resigned and ceased to be a Borrower under Clause 29.3 31.3 (Resignation of a Borrower).
(c) Subject to paragraph (d) below, upon notification by the Agent to the Company of its acceptance of the Resignation Letter, that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.
(d) The resignation of a Guarantor which is the subject of a Third Party Disposal, Permitted Reorganisation or designation as an Unrestricted Subsidiary shall not take effect (and the Guarantor will continue to have rights and obligations under the Finance Documents) until the date on which the Third Party Disposal, Permitted Reorganisation or, as the case may be, designation as an Unrestricted Subsidiary takes effect. 107
Appears in 1 contract
Samples: Revolving Facility Agreement (Manchester United PLC)
Resignation of a Guarantor. (a) The Company Obligors’ Agent may at any time request that a Guarantor (other than the Parent or 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 Obligors’ Agent 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) appliesthat Guarantor is subject to a Permitted Reorganisation pursuant to which it will cease to exist; or
(iii) subject to clause 28 3.3 (Consents, Amendments Restriction on amendments and Overridewaivers: SFA guarantee) of the Intercreditor Agreement, all the Majority Lenders have consented to the resignation of that Guarantor.
(b) Subject to paragraph (c) of clause 20.17 20.13 (Resignation of a Debtor) of the Intercreditor Agreement, the Agent shall accept a Resignation Letter and notify the Company Obligors’ Agent and the Lenders of its acceptance if Clause 31.8 (Other Releases) applies or if:
(i) the Company Obligors’ Agent 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 23.1 (Guarantee and indemnity);
(iii) where the Guarantor is also a Borrower, it is under no actual or contingent obligations Contingent Obligations as a Borrower and has resigned and ceased to be a Borrower under Clause 29.3 31.3 (Resignation of a Borrower); and
(iv) the Obligors’ Agent has confirmed that it shall ensure that the proceeds of the disposal of that Guarantor will be applied in accordance with Clause 12.2 (Disposal, Insurance and Excess Cashflow).
(c) The resignation of that Guarantor shall not be effective until the date of the relevant Third Party Disposal at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.
Appears in 1 contract
Samples: Senior Facilities Agreement (Fintrax US Acquisition Subsidiary, Inc.)
Resignation of a Guarantor. (a) The Company Parent may request that a Guarantor (other than the Parent or 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 Parent 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 3.2(b)(ii) (Consents, Amendments and Overridewaivers: Senior Lenders) of the Intercreditor AgreementDeed, all the Majority Lenders have consented to the resignation of that Guarantor.
(b) Subject to paragraph (cclause 18.11(a) of clause 20.17 (Resignation of a Debtor) of the Intercreditor AgreementDeed, the Agent shall accept a Resignation Letter and notify the Company Parent and the Lenders of its acceptance ifupon satisfaction of each of the following conditions:
(i) the Company Parent 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 clause 19.1 (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 clause 28.3 (Resignation of a Borrower); and
(iv) the Parent has confirmed that it shall ensure that the relevant Disposal Proceeds will be applied, in accordance with clause 8 (Mandatory prepayment).
(c) The resignation of that Guarantor shall not be effective until the date of the relevant Third Party Disposal at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.
Appears in 1 contract
Samples: Amendment and Restatement Agreement (Sunrise Senior Living Inc)
Resignation of a Guarantor. (a) The Company Parent may request that a Guarantor (other than the CompanyParent) 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 28.3 (Resignation of a Borrower)) or (where such Guarantor will cease to exist) 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 Merger and the Company Parent has confirmed this is the case; or
(ii) in respect of any member of the case of Premier Education (UK) Midco Limited and Premier Education (UK) Bidco LimitedGroup which is not a Material Company, Clause 25.17(d) appliesthe Guarantor Coverage Test would still be complied with when taking such resignation into account; 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) the terms of the Intercreditor Agreement, the Agent shall accept a Resignation Letter and notify the Company Parent and the Lenders of its acceptance if:
(i) the Company Parent 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 20.1 (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 or simultaneously resigns and ceases to be a Borrower under Clause 29.3 28.3 (Resignation of a Borrower); and
(iv) the Parent has confirmed that it shall ensure that to the extent required the Disposal Proceeds will be applied in accordance with Clause 9.2 (Disposal and Insurance Proceeds).
(c) Upon notification by the Agent to the Parent of its acceptance of the resignation of a Guarantor, that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.
Appears in 1 contract
Resignation of a Guarantor. (a) The Company may request that a Guarantor (other than the CompanyParent or any of its Subsidiaries which is or becomes a Guarantor on or prior to the first Utilisation Date) 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 all 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 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 19.1 (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 Borrower); and
(iv) the Company has confirmed that it shall ensure that the Disposal Proceeds will be applied in accordance with Clause 8.2 (Disposal, Insurance Proceeds and Excess Cashflow).
(c) The resignation of that Guarantor shall not be effective until the date of the relevant Third Party Disposal at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.
Appears in 1 contract
Samples: Facilities Agreement (StarTek, Inc.)
Resignation of a Guarantor. (a) The Company may request that a Guarantor (other than the Company or 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 33.3 (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 all 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 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 25.1 (Guarantee and indemnity);
(iii) where the Guarantor is also a Borrower, it is (or shall, following its disposal, be) under no actual or contingent obligations as a Borrower and has resigned and ceased to be a Borrower under Clause 29.3 33.3 (Resignation of a Borrower); and
(iv) (unless the requisite proportion of Lenders have consented under paragraph (d) of Clause 43.3 (Exceptions)) the Company has confirmed that it shall ensure that the Excess Proceeds will be applied in accordance with Clause 14.2 (Excess Proceeds and Insurance Proceeds).
(c) Subject to paragraph (d) below, upon notification by the Agent to the Company of its acceptance of the Resignation Letter, that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.
(d) The resignation of a Guarantor which is the subject of a Third Party Disposal shall not take effect (and the Guarantor will continue to have rights and obligations under the Finance Documents) until the date on which the Third Party Disposal takes effect.
Appears in 1 contract
Samples: Revolving Facilities Agreement (Manchester United Ltd.)
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)clause 30.3) 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 3.3(c)(ii) (Consents, Amendments and Overridewaivers: Senior Lenders) of the Intercreditor AgreementDeed, all the Majority Lenders have consented to the resignation of that Guarantor.
(b) Subject to paragraph (c) of clause 20.17 16.10 (Resignation of a Debtor) of the Intercreditor AgreementDeed, the Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance ifupon satisfaction of each of the following conditions:
(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 clause 22.1 (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 clause 30.3; and
(iv) the Company has confirmed that it shall ensure that the relevant Disposal Proceeds will be applied, in accordance with clause 11.2 (Disposal and Insurance).
(c) The resignation of that Guarantor shall not be effective until the date of the relevant Third Party Disposal at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.
Appears in 1 contract
Resignation of a Guarantor. (a) The Company If a Guarantor is subject to a Third Party Disposal, Sappi Limited 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 GuarantorLetter.
(b) Subject to paragraph (c) of clause 20.17 (Resignation of a Debtor) of the Intercreditor Agreement, the The Agent shall accept a Resignation Letter and notify the Company Sappi Limited 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 LetterLetter (and Sappi Limited has confirmed this is the case);
(ii) no payment is due from the Guarantor under Coverage Test will be complied with in accordance with Clause 21.1 22.19 (Guarantee and indemnity)Guarantor Coverage Test) when calculated on a pro forma basis to take into account the relevant Third Party Disposal;
(iii) where the Guarantor is also a Borrower, it is under has no actual or contingent obligations as a Borrower and has resigned and ceased to be a Borrower under Clause 29.3 25.3 (Resignation of a Borrower);
(iv) no payment is due from the Guarantor under Clause 18.1 (Guarantee and indemnity); and
(v) Sappi Limited has confirmed that where the Guarantor is subject to a Third Party Disposal, it shall ensure that the Disposal Proceeds will be applied in accordance with Clause 8.4 (Disposal Proceeds), whereupon, upon such notification, that company shall cease to be a Guarantor and shall have no further rights or obligations as a Guarantor under the Finance Documents except, where there has been a Third Party Disposal, the resignations shall not take effect (and the Guarantor will continue to have rights and obligations under the Finance Documents) until the date on which the Third Party Disposal takes effect.
Appears in 1 contract
Samples: Facilities Agreement (Sappi LTD)
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 Facility 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 30.3 (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 it is proposed that such guarantor will cease to be a Guarantor for the case purposes 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 its winding up or liquidation provided that Guarantorsuch winding up or liquidation is a Permitted Transaction.
(b) Subject to paragraph (ca) of clause 20.17 (Resignation of a Debtor) of the Intercreditor Agreementabove, the Facility 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 22.1 (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 30.3 (Resignation of a Borrower); and
(iv) the Company has confirmed that it shall ensure that any Disposal Proceeds will be applied in accordance with Clause 11.3 (Acquisition, Disposal, Insurance and Recovery Proceeds and Excess Cashflow).
(c) If in connection with a Third Party Disposal, the resignation of that Guarantor shall not be effective until the date of the relevant Third Party Disposal at which time (provided that the Facility Agent has given the relevant notification under paragraph (b) above) that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.
(d) If a resignation under paragraph (a)(ii) above occurs, the resignation of that Guarantor shall not be effective until the Facility Agent has given the relevant notification under paragraph (b) above of its acceptance of the Resignation Letter in relation to that Guarantor (and with effect from such time, that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor).
Appears in 1 contract
Samples: Term and Revolving Facilities Agreement (ShangPharma Corp)
Resignation of a Guarantor. (a) The Company Ultimate Parent may request that a Guarantor (other than the CompanyUltimate Parent) ceases to be a Guarantor by delivering to the Agent Lender 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 23.3 (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 Ultimate Parent 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 has 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 The Lender shall accept a Resignation Letter and notify the Company and the Lenders Ultimate Parent of its acceptance if:
(i) the Company Ultimate Parent 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 16.1 (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 23.3 (Resignation of a Borrower); and
(iv) the Ultimate Parent has confirmed that it shall ensure that the Disposal Proceeds will be applied in accordance with Clause 8.2 (Disposal, Insurance and Acquisition Proceeds and Excess Cashflow).
(c) The resignation of that Guarantor shall not be effective until the date of the relevant Third Party Disposal at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.
Appears in 1 contract
Samples: Facilities Agreement (Velti PLC)
Resignation of a Guarantor. (a) The Company Parent may request that a Guarantor (other than the CompanyParent) 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 27.2 (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 Parent has confirmed this is the case; or
(ii) in all 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 Creditors 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 The Agent shall accept a Resignation Letter and notify the Company Parent and the Lenders Creditors of its acceptance if:
(i) the Company Parent 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 18 (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 27.2 (Resignation of a Borrower); and
(iv) the Parent has confirmed that it shall ensure, if so required, that the Disposal Proceeds will be applied in accordance with Clause 7 (Mandatory Prepayment and Segregated Accounts).
(c) The resignation of a Guarantor under paragraph (a)(i) above shall not be effective until the date of the relevant Third Party Disposal, at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.
Appears in 1 contract
Resignation of a Guarantor. (a) The If a Guarantor is subject to a Third Party Disposal, 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 GuarantorLetter.
(b) Subject to paragraph (c) of clause 20.17 (Resignation of a Debtor) of the Intercreditor Agreement, the 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 LetterLetter (and the Company has confirmed this is the case);
(ii) the Guarantor Coverage Test will be complied with in accordance with Clause 21.10 (Guarantor Coverage Test) when calculated on a pro forma basis to take into account the relevant Third Party Disposal;
(iii) no payment is due from the Guarantor under Clause 21.1 17.1 (Guarantee and indemnity);
(iiiiv) the Company has confirmed that where the Guarantor is also subject to a BorrowerThird Party Disposal, it is under shall ensure that the Disposal Proceeds will be applied in accordance with Clause 7.5 (Disposal Proceeds); and
(v) the Agent has received written confirmation from OeKB (in form and substance satisfactory to the Agent) that OeKB agrees that the relevant Guarantor ceases to be a Guarantor, whereupon, upon such notification, that company shall cease to be a Guarantor and shall have no actual further rights or contingent obligations as a Borrower Guarantor under the Finance Documents except, where there has been a Third Party Disposal, the resignations shall not take effect (and has resigned the Guarantor will continue to have rights and ceased obligations under the Finance Documents) until the date on which the Third Party Disposal takes effect.
(c) In this Clause 24.4 (Resignation of a Guarantor) and Clause 24.5 (Release of security on disposal), Third Party Disposal means the disposal of an Obligor to be a Borrower person which is not a Group Company where that disposal is permitted under Clause 29.3 21.8 (Disposals) (and the Company has confirmed this is the case).
Appears in 1 contract
Resignation of a Guarantor. 135 63529049_1
(a) The Company may request that a Guarantor (other than the Company) ceases to be a Guarantor by delivering to the Facility 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 28.3 (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 all 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 The Facility 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 indemnityIndemnity);; and
(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 28.3 (Resignation of a Borrower).
(c) The resignation of that Guarantor shall not be effective until the date of the relevant Third Party Disposal or the date that all the Lenders’ consent is obtained (as applicable) at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.
(d) Notwithstanding paragraphs (a) to (c) above and subject to paragraph (e) below, the guarantee under this Agreement of a Guarantor (other than the Company) shall be automatically released (and the relevant Guarantor shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor at the time of such release as appropriate):
(i) in the case of the Parent Guarantee of the non-surviving entity of the Unitymedia Management Merger, at the time of the Unitymedia Management Merger;
(ii) in the case of a Guarantor that is prohibited or restricted by applicable law from guaranteeing any obligations under the Finance Documents (other than customary legal and contractual limitations on the guarantee of such Guarantor substantially similar to those provided for in this Agreement); provided that such guarantee will be released as a whole or in part to the extent it is necessary to achieve compliance with such prohibition or restriction; 136 63529049_1
(iii) with respect to an Additional Subsidiary Guarantee given pursuant to Section 4.15 of Schedule 14 (Covenants), upon the release of the guarantee that gave rise to the requirement to issue such Additional Subsidiary Guarantee so long as no Event of Default would arise as a result and no other Indebtedness that would give rise to an obligation to give an Additional Subsidiary Guarantee is at that time guaranteed by the relevant Subsidiary Guarantor;
(iv) in the case of a Subsidiary Guarantor, if such Subsidiary Guarantor is designated as an Unrestricted Subsidiary in compliance with Section 4.07 of Schedule 14 (Covenants); or
(v) as a result of a transaction permitted by, and in compliance with Section 5.01 of Schedule 14 (Covenants).
(e) In all circumstances described in paragraph (d) above, a guarantee shall only be released if:
(i) the Company has delivered to the Facility Agent, at the cost and expense of the Company, an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent provided for in this Agreement (including Schedule 12 (Covenants)) relating to any such transaction listed in paragraph (d) above have been complied with; and
(ii) such Guarantor is released from its guarantees of the Super Senior Credit Facilities, the Existing Senior Secured Notes and the Existing Senior Notes, as applicable.
(f) Save where defined in Clause 1.1 (Definitions), defined terms used in paragraphs (d) and (e) of this Clause 28.6 shall bear the meaning given to them in Schedule 16 (Definitions).
(g) The provisions of paragraphs (d) and (e) of this Clause 28.6 are to be interpreted in accordance with New York law (without prejudice to the fact that the Finance Documents are to be governed by English law).
(h) The Facility Agent shall (and is hereby authorised by the other Finance Parties to), at the cost of the Company, execute such documents as may be required or desirable to effect any such release of guarantee and resignation of the relevant Guarantor under this Clause 28.6.
Appears in 1 contract
Samples: Additional Facility Accession Agreement (Liberty Global PLC)
Resignation of a Guarantor. (a) The Company Parent may request that a Guarantor (other than the CompanyParent or the Original Borrower) ceases to be a Guarantor by delivering to the Agent Lender 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 24.3 (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 Parent 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 The Lender shall accept a Resignation Letter and notify the Company and the Lenders Parent of its acceptance if:
(i) the Company Parent 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 18.1 (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 24.3 (Resignation of a Borrower);
(iv) the Parent has confirmed that it shall ensure that the Disposal Proceeds will be applied in accordance with Clause 8.2 (Disposal and Insurance Proceeds); and
(v) the Lender’s prior consent has been obtained.
(c) The resignation of that Guarantor shall not be effective until the date of the relevant Third Party Disposal at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.
Appears in 1 contract
Resignation of a Guarantor. (a) The Company Parent 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 Parent 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 The Agent shall accept a Resignation Letter and notify the Company Parent and the Lenders of its acceptance if:
(i) the Company Parent 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 Borrower);
(iv) the Parent has confirmed that it shall ensure that the Net Sale Proceeds will be applied, in accordance with Clause 11.5 (Mandatory Prepayment — Net Sale Proceeds); and
(v) all the Lenders have consented to the Parent’s request.
(c) The resignation of that Guarantor shall not be effective until the date of the relevant Third Party Disposal at which time that company shall cease to be a Guarantor and shall have no further rights or obligations under the Finance Documents as a Guarantor.
Appears in 1 contract