Authorization to Release Collateral and Guarantors Sample Clauses

Authorization to Release Collateral and Guarantors. The Lenders and Issuing Lenders authorize the Administrative Agent to release (i) any Collateral consisting of assets or equity interests sold or otherwise disposed of in a sale or other disposition or transfer permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries] or Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions], and (ii) any Guarantor from its obligations under the Guaranty Agreement if the ownership interests in such Guarantor are sold or otherwise disposed of or transferred to persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries] or Section 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions].

Authorization to Release Collateral and Guarantors. The Lenders and Issuing Lenders authorize the Administrative Agent to release (i) any Collateral consisting of assets or equity interests sold or otherwise disposed of in a sale or other disposition or transfer permitted under this Agreement, and (ii) any Guarantor from its obligations under the Guaranty Agreement if the ownership interests of such Guarantor in the Borrower are sold or otherwise disposed of or transferred to persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under this Agreement.

Authorization to Release Collateral and Guarantors. Each Secured Party expressly agrees that, upon the written request of the Borrower (accompanied by such certificates and other documentation as the applicable Agent may reasonably request), the applicable Agent shall, so long as no Event of Default would exist after giving effect thereto: (a) in the case of the Administrative Agent, with the consent of the Collateral Agent (such consent not to be withheld if such release is authorized hereunder), release any Person from the Guaranty Agreement if such Person ceases to be a Subsidiary of the Borrower or becomes an Excluded Subsidiary, in either case, pursuant to a transaction permitted by the Loan Documents; and (b) in the case of the Collateral Agent (i) execute any document in a form reasonably satisfactory to it, evidencing the release of any asset from the Lien of the Security Document upon the Disposition (other than any lease) of such asset permitted by the Loan Documents (other than a Disposition to a Loan Party) and (ii) enter into any subordination agreement, non-disturbance agreement or grant of an option with respect to assets, in each case, in a form reasonably satisfactory to the Collateral Agent, in connection with any easements, permits, licenses, rights of way, options, surface leases or other surface rights or interests permitted by the Loan Documents to be granted or a Disposition permitted by the Loan Documents. The Borrower shall deliver to the Administrative Agent or the Collateral Agent, as applicable, such certificates and other documentation as such Agent(s) may reasonably request to evidence compliance with the applicable provisions of the Loan Documents.

Authorization to Release Collateral and Guarantors. (i) Each of the Secured Parties irrevocably authorizes the Administrative Agent, at its option and in its discretion: (A) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (x) upon the Payment in Full, (y) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under this Agreement, to a Person that is not a Loan Party, or (z) subject to Section 11.2 [Modifications; Amendment or Waivers], if approved, authorized or ratified in writing by the Required Lenders; (B) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Purchase Money Security Interest; and (C) to release any Guarantor from its obligations under the Guaranty Agreement if (x) such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents or (y) such Person becomes an Excluded Subsidiary pursuant to clause (iv) of the definition thereof. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty Agreement pursuant to this Section 10.10. (ii) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, validity, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.

Authorization to Release Collateral and Guarantors. In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of any of the Capital Stock or assets of any Subsidiary to a person that is not (and is not required to become) a Domestic Loan Party in a transaction permitted under Section 8.2.4(viii), Section 8.2.7 [Disposition of Assets] or 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions], any Liens created by any Loan Document on such Capital Stock or assets so disposed of shall be automatically released and the Administrative Agent shall promptly (and the Banks hereby authorize the Administrative Agent to) take such action and execute any such documents as may be reasonably requested by TGI (and at TGI’s expense) to release (or release or subordinate on terms acceptable to the Administrative Agent in the case of the sale and leaseback of equipment, provided the Loan Parties are in compliance with Section 8.2.1(i)(g)) any Liens created by any Loan Document on such Capital Stock or assets so disposed of, and, in the case of a disposition of the Capital Stock of any Subsidiary Loan Party in a transaction permitted by Sections 8.2.7 [Disposition of Assets or Subsidiaries] and 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions] and as a result of which such Subsidiary Loan Party would cease to be a Subsidiary, such Subsidiary Loan Party’s obligations under the Loan Documents shall be automatically terminated and the Administrative Agent shall promptly (and each Bank hereby authorizes the Administrative Agent to) take such action and execute such documents as may be reasonably requested by TGI (at TGI’s expense) to terminate such Subsidiary Loan Party’s obligations under the Loan Documents. In addition, the Administrative Agent agrees to take such actions as are reasonably requested by TGI and at TGI’s expense to terminate the Liens and security interests created by the Loan Documents when all the Obligations (other than contingent indemnification Obligations and Obligations under Hedge Liabilities, Foreign Currency Hedge Liabilities and Other Bank Provided Financial Service Products) are Paid In Full and all Letters of Credit and Commitments are terminated.

Authorization to Release Collateral and Guarantors. The Lenders authorize the Administrative Agent to release any Lien held by the Administrative Agent on any Collateral or any Guarantor from its obligations under the Guaranty in accordance with the provisions of Section 11.19 and to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Collateral or Guarantor pursuant to Section 11.19 all without the further consent of any Lender. Upon request by the Administrative Agent at any time, the Lenders (or such other percentage or the Lenders whose consent may be required in accordance with Section 11.01) will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 10.09 and Section 11.19.

Authorization to Release Collateral and Guarantors. The Revolver Agent, the Collateral Agent, the Lenders and each LC Issuer authorize the Collateral Agent to release (i) any Collateral consisting of assets or equity interests sold or otherwise disposed of in a sale or other disposition or transfer permitted under Section 7.02, and (ii) any Guarantor from its obligations under the Guaranty Agreement if the ownership interests in such Guarantor are sold or otherwise disposed of or transferred to persons other than Credit Parties in a transaction permitted under Section 7.02.

Authorization to Release Collateral and Guarantors. The Lenders and Issuing Lenders authorize the Administrative Agent to release, after written notice from the Borrower to the Administrative Agent, (i) any Collateral consisting of assets or equity interests sold or otherwise disposed of in a sale or other disposition or transfer permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries] or 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions], and (ii) any Guarantor from its obligations under the Guaranty Agreement if the ownership interests in such Guarantor are sold or otherwise disposed of or transferred to persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under Section 8.2.7 [Dispositions of Assets or Subsidiaries] or 8.2.6 [Liquidations, Mergers, Consolidations, Acquisitions].

Authorization to Release Collateral and Guarantors. The Lenders and Issuing Lenders authorize the Administrative Agent to release (i) any Collateral consisting of assets or equity interests sold or otherwise disposed of in a sale or other disposition or transfer permitted under Section 7.2.7 [Disposition of Assets or Subsidiaries] or Section 7.2.6 [Liquidations, Mergers, Consolidations, Amalgamations, Acquisitions], and (ii) any Guarantor from its obligations under the Guaranty Agreement if the ownership interests in such Guarantor are sold or otherwise disposed of or transferred to persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under Section 7.2.7 [Disposition of Assets or Subsidiaries] or Section 7.2.6 [Liquidations, Mergers, Consolidations, Amalgamations, Acquisitions]. The Administrative Agent shall have no liability whatsoever to any Lender or Issuing Lender as a result of any release of Collateral by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Agreement or any other Loan Document.

Authorization to Release Collateral and Guarantors. The Lenders and Issuing Lenders authorize the Administrative Agent to release (i) any Collateral consisting of (x) assets or equity interests sold or otherwise disposed of in a sale or other disposition or transfer permitted under this Agreement to a person other than a Loan Party or an Excluded Subsidiary and (y) assets that become subject to a Permitted Lien described in clause (ix) of the definition of Permitted Liens upon the attachment of such a Permitted Lien on such assets (which shall be limited, in the case of clause (ix)(B) of the definition of Permitted Liens, to the assets listed on Schedule 1.1(P)(2)), and (ii) any Guarantor from its obligations under the Guaranty Agreement if all of the ownership interests of such Guarantor owned by the Loan Parties are sold or otherwise disposed of or transferred to persons other than Loan Parties or Subsidiaries of the Loan Parties in a transaction permitted under this Agreement. The Administrative Agent shall enter into documentation reasonably satisfactory to the Administrative Agent and the Borrower documenting such release; provided that the Borrower shall have delivered to the Administrative Agent such certificates and other documentation as the Administrative Agent may reasonably request to evidence compliance with the applicable provisions of the Loan Documents.