Common use of Guaranty Release Clause in Contracts

Guaranty Release. (a) A Guarantor shall be automatically released from its obligations hereunder (i) in the event of dissolution of such Person in a transaction not prohibited hereunder, upon such dissolution, (ii) if such Person ceases to be a Subsidiary of the Borrower in a transaction not prohibited by this Agreement, when it first ceases to be a Subsidiary of the Borrower or (iii) if such Person ceases (or substantially simultaneously with the release hereunder shall cease) to guarantee any Debt of the Borrower. At the request of the Borrower or such Guarantor, and so long as the Borrower shall have provided the Administrative Agent such certifications or documents relating to such release as the Administrative Agent shall reasonably request, the Administrative Agent shall execute and deliver to the Borrower or such Guarantor all releases or other documents as the Borrower or such Guarantor shall reasonably request to evidence such release. All of the foregoing shall be at the expense of the Borrower, with no liability to the Administrative Agent or any Lender, and with no representation or warranty by or recourse to the Administrative Agent or any Lender. (b) Each Guarantor shall be automatically released from its obligations hereunder if all Obligations under this Agreement and the other Credit Documents (other than contingent indemnification obligations as to which no claim has been asserted) are discharged in accordance with the terms hereof and thereof. At the request of the Borrower or any Guarantor, and so long as the Borrower shall have provided the Administrative Agent such certifications or documents relating to such release as the Administrative Agent shall reasonably request, the Administrative Agent shall execute and deliver to the Borrower or such Guarantor all releases or other documents as the Borrower or such Guarantor shall reasonably request to evidence such release. All of the foregoing shall be at the expense of the Borrower, with no liability to the Administrative Agent or any Lender, and with no representation or warranty by or recourse to the Administrative Agent or any Lender.

Appears in 3 contracts

Sources: Credit Agreement (Td Ameritrade Holding Corp), Credit Agreement (Td Ameritrade Holding Corp), Credit Agreement (Td Ameritrade Holding Corp)