Common use of Resignation of a Guarantor Clause in Contracts

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. (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 Closing Date) ceases to be a Guarantor by delivering to the Agent a Resignation LetterLetter if: (i) that Guarantor is being disposed of by way of a Third Party Disposal (as defined in Clause 29.3 (Resignation of a Borrower)) and the Company has confirmed this is the case; or (ii) all the Lenders have consented to the resignation of that Guarantor. (b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance, provided thatacceptance if: (i) the Company has confirmed that 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 19.1 (Guarantee and Indemnityindemnity); and; (iviii) 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 is under no actual 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) a Borrower and has resigned and ceased to be a Borrower under Clause 24.3 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, whereupon 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 from the date of effectiveness of that resignationas a Guarantor.

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 LetterLetter if that Guarantor is being disposed of by way of a Third Party Disposal (as defined in Clause 35.3 (Resignation of a Borrower)) and the Company has confirmed this is the case. (b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance, provided thatacceptance if: (i) the Company has confirmed that 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 28.1 (Guarantee and Indemnityindemnity); and; (iviii) 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 is under no actual 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) a Borrower and has resigned and ceased to be a Borrower under Clause 24.3 35.3 (Resignation of a Borrower); and (iv) the Company has confirmed that it shall ensure that the Net Sale Proceeds will be applied, whereupon in accordance with Clause 18.5 (Mandatory Prepayment — Net Sale 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 from the date of effectiveness of that resignationas a Guarantor.

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 LetterLetter if that Guarantor is being disposed of by way of a Third Party Disposal (as defined in Clause 28.3 (Resignation of a Borrower)) and the Company has confirmed this is the case. (b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance, provided thatacceptance if: (i) the Company has confirmed that 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 21.1 (Guarantee and Indemnityindemnity); and; (iviii) 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 is under no actual 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) a Borrower and has resigned and ceased to be a Borrower under Clause 24.3 28.3 (Resignation of a Borrower); and (iv) the Company has confirmed that it shall ensure that the Net Sale Proceeds will be applied, whereupon in accordance with Clause 11.5 (Mandatory Prepayment — Net Sale 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 from the date of effectiveness of that resignationas a Guarantor.

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 is under no actual 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) a Borrower 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. (a) The Company NAC 29 may request that a Guarantor (other than the Company) ceases to be a Guarantor by delivering to the Security Agent a Guarantor Resignation LetterRequest. (b) The Security Agent shall accept a Guarantor Resignation Letter Request and notify the Company NAC 29 and the Lenders each other Party of its acceptance, provided acceptance if NAC 29 confirms that: (i) no Default either: (A) in the case of a Guarantor who is continuing a Subsidiary of NAC 29, that Guarantor has ceased, or would result from will promptly following the acceptance of its resignation hereunder cease, to be a Subsidiary of NAC 29; or (B) in the Resignation Letter;case of an Additional Guarantor, that Additional Guarantor has ceased, or will promptly following the acceptance of its resignation hereunder cease, to guarantee, or otherwise be liable, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of, any Financial Indebtedness; and (ii) at that Guarantor is under no actual or contingent obligations in respect of the time Intra-Group Liabilities. (c) Upon notification by the Security Agent to NAC 29 of its 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 resignation of a Borrower)Guarantor, whereupon that company person shall cease to be a Guarantor and shall be released from all liability (whether past, present or future and whether actual or contingent) and have no further rights or obligations under the Finance Documents from the date of effectiveness of that resignationthis Agreement as a Guarantor.

Resignation of a Guarantor. If at any time: (a) The a Guarantor makes a sale, lease, transfer or other disposal of all or substantially all (but not a part only) of its assets to another member of the Group which is or becomes a Guarantor in accordance with Clause 35.4 (Request for Additional Guarantors); or (b) the Holding Company of a Guarantor (the "Relevant Guarantor") becomes a Guarantor, provided that: (i) such Relevant Guarantor also, if applicable, ceases concurrently to be a guarantor in respect of any other indebtedness of the Group or of any member of the Group; (ii) such Relevant Guarantor notifies the Agent of any sale, lease, transfer or other disposal in accordance with paragraph (a) of this Clause 35.6; and (iii) the Parent may not resign without the consent of all Banks, the Parent may request that a such Guarantor (other than the Company) ceases shall cease to be a Guarantor by delivering to the Agent a Resignation Letter. Notice. Such Resignation Notice shall be accepted by the Agent on the date on which it notifies the Parent that it is satisfied that either of the conditions in paragraphs (a) and (b) The Agent above is satisfied and such Guarantor 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 immediately cease to be a Guarantor and shall have no further rights, benefits or obligations under the Finance Documents from the date of effectiveness of that resignationsave for those which arose prior to such date.

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 Closing Date) ceases to be a Guarantor by delivering to the Agent a Resignation Letter.Letter if: (i) that Guarantor is being disposed of by way of a Third Party Disposal (as defined in Clause 29.3 (Resignation of a Borrower)) and the Company has confirmed this is the case; or (ii) all the Lenders have consented to the resignation of that Guarantor. 0081727-0000042 SN:12155633.21 145 (b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance, provided thatacceptance if: (i) the Company has confirmed that 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 19.1 (Guarantee and Indemnityindemnity); and; (iviii) 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 is under no actual 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) a Borrower and has resigned and ceased to be a Borrower under Clause 24.3 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, whereupon 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 from the date of effectiveness of that resignationas a Guarantor.

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. (b) The Agent shall accept a Resignation Letter and notify the Company Obligors’ Agent and the Lenders of its acceptance, provided thatacceptance if: (i) no Default is continuing or would result from the acceptance of the Resignation LetterLetter (and the Company has confirmed this is the case); (ii) at the time of acceptance of the respective Resignation Letter, the Guarantor is not Coverage Test will be complied with in accordance with Clause 21.19 (Guarantor Coverage Test) when calculated on a Material Domestic Subsidiarypro forma basis to take into account the relevant Third Party Disposal; (iii) no payment is due from the Guarantor under Clause 17 17.1 (Guarantee and Indemnityindemnity); and (iv) the Company has confirmed that where the Guarantor is also subject to a BorrowerThird Party Disposal, it has repaid its L/G shall ensure that the Disposal Proceeds will be applied in accordance with Clause 7.6 (and any L/G of its Affiliates, if anyDisposal Proceeds), any feeswhereupon, interests or costs relating thereto and any other amount payable by upon 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)notification, whereupon 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 from Documents) until the date of effectiveness of that resignationon which the Third Party Disposal takes effect.

Resignation of a Guarantor. (a) The Prior to the Suspension Test Date, the Company may request that a Guarantor (other than the Company) ceases to be a Guarantor by delivering to the Agent a Resignation LetterLetter if: (i) all the Lenders have consented to the resignation of that Guarantor; (ii) based on the latest set of financial statements and the accompanying Compliance Certificate delivered in accordance with Clause 23.1 (Financial statements), the Relevant Asset Value of the Relevant Group will, following the resignation of such Guarantor, be at least equal to the Required Asset Value; or (iii) such Guarantor has ceased to be designated as a Material Company in accordance with Clause 29 (Designation of Material Companies). (b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance, provided thatacceptance if: (i) the Company has confirmed that no Default is continuing or would result from the acceptance of the Resignation Letter;; and (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 21.1 (Guarantee and Indemnityindemnity); and. (ivc) where On the Suspension Test Date, each 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 the Company shall automatically be released from its obligations under Clause 21 (Guarantee and other contingent obligations not then due and payable and as to which no claim has been madeindemnity) 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 resignationGuarantor.

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 LetterLetter if: 10-16526587-2\13845-2639 136 (i) that Guarantor is being disposed of by way of a Third Party Disposal and the Company has confirmed this is the case; or (ii) all the Lenders have consented to the resignation of that Guarantor. (b) The Agent shall accept a Resignation Letter and notify the Company and the Lenders of its acceptance, provided thatacceptance upon 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) 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 clause 22.1 (Guarantee and Indemnityindemnity); and; (iviii) 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 is under no actual 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) a Borrower and has resigned and ceased to be a Borrower under Clause 24.3 clause 30.3; and (Resignation 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 a Borrower), whereupon 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 from the date of effectiveness of that resignationas a Guarantor.

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 thatacceptance if: (i) no Default is continuing or would result from the acceptance of the Resignation Letter; Letter (ii) at and the time of acceptance of Company has confirmed this is 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 Indemnitycase); and (ivii) 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 Lenders have consented to 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)Company's request, whereupon that company shall cease to be a Guarantor. (c) The Original Lenders hereby consent to the resignation of the Dissolution Subsidiaries and the provisions of paragraph (b) (ii) above shall not apply to such Dissolution Subsidiaries provided that prior to or concurrently with the resignation of any Dissolution Subsidiary, all of its Subsidiaries shall be transferred to an existing Guarantor in the Group which has given a guarantee on similar (and shall have no further obligations under more limited) terms and the Finance Documents from the date remainder of effectiveness of that resignationthis Clause is complied with.

Resignation of a Guarantor. (a) The With the prior consent of all the Lenders, the Company may request that a Guarantor (other than the CompanyCompany or Finance PLC) ceases to be a Guarantor by delivering to the Facility Agent a Resignation Letter. (b) The Company may at any time request that Finance PLC resign as a Guarantor by delivering to the Facility Agent a Resignation Letter. (c) The Facility Agent shall accept a Resignation Letter and notify the Company and the Lenders other Finance Parties of its acceptance, provided thatacceptance if: (i) the Company has confirmed that 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 such Guarantor under Clause 17 8 (Guarantee Prepayment and Indemnitycancellation); and (iviii) where in the Guarantor is also a Borrowercase of Finance PLC only, it has repaid its L/G confirms, (and any L/G provides evidence satisfactory to the Facility Agent) that it is no longer a guarantor of its Affiliatesother Financial Indebtedness within the Group. (d) The Facility Agent may, if any)at the cost and expense of the Company, any fees, interests or costs relating thereto require a legal opinion from counsel to the Facility Agent confirming the matters set out in paragraph (c) above and any other amount payable by the Facility Agent shall be under no obligation to accept a Resignation Letter until it has obtained such Borrower (or any Affiliate of opinion in form and substance satisfactory to 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. (a) The If the Company may wishes to designate a Guarantor as an Unrestricted Subsidiary, it shall request that a Guarantor (other than the Company) ceases to be a Guarantor by delivering giving to the Facility Agent a duly completed Resignation LetterRequest. (b) The Facility Agent shall must accept a Resignation Letter Request and notify the Company Company, the Hedging Banks and the Lenders of its acceptance, provided thatacceptance if: (i) no while that Guarantor has been a Guarantor, it has not received any asset from any member of the Group other than any asset which could have been distributed to it as a Permitted Distribution or under Clause 19.6(b)(i) to (v) (Disposals) (in each case inclusive); (ii) it is not aware that a Default is continuing outstanding 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;Request.; and (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 owed (other than indemnities and other contingent obligations not then due and payable and as to which no claim has been madeamounts contingently owed by virtue of it being a Guarantor) and has resigned and ceased to be a Borrower by that Guarantor under Clause 24.3 this Agreement is still outstanding. (Resignation of a Borrower), whereupon that company shall c) The Guarantor will cease to be a Guarantor and shall have no further obligations under when the Finance Documents from Facility Agent gives the date notification referred to in paragraph (b) above. The Company may not designate the relevant member of effectiveness of that resignationthe Group as an Unrestricted Subsidiary until it has ceased to be a Guarantor. (d) A Guarantor may also cease to be a Guarantor in any other manner approved by the Majority Lenders.