Common use of Release of Collateral and Guarantee Obligations Clause in Contracts

Release of Collateral and Guarantee Obligations. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of Borrower in connection with any Disposition of Property permitted by the Loan Documents (other than to a Loan Party), Collateral Agent shall (without notice to, or vote or consent of, any Lender or any Qualified Counterparty that is a party to any Qualified Hedging Agreement) take such actions as shall be required to release its security interest in any Collateral that is, or owned by any Person all the Capital Stock of which is, being Disposed of in such Disposition, and to release any Guarantee Obligations under any Loan Document of any Person being Disposed of in such Disposition (subject to clause (c) below), to the extent necessary to permit consummation of such Disposition in accordance with the Loan Documents; provided that Borrower shall have delivered to Collateral Agent, at least ten Business Days prior to the date of the proposed release (or such shorter period agreed to by Collateral Agent), a written request for release identifying the relevant Collateral being Disposed of in such Disposition and the terms of such Disposition in reasonable detail, including the date thereof, the price thereof and any expenses in connection therewith, together with a certification by Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition will be applied in accordance with this Agreement and the other Loan Documents.

Appears in 2 contracts

Samples: Credit Agreement (HighPeak Energy, Inc.), Credit Agreement (HighPeak Energy, Inc.)

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Release of Collateral and Guarantee Obligations. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of Borrower in connection with any Disposition of Property permitted by the Loan Documents (other than to a Loan Party), Collateral Agent shall (without notice to, or vote or consent of, any Lender or any Qualified Counterparty that is a party to any Qualified Hedging AgreementLender) take such actions as shall be required to release its security interest in any Collateral that is, or owned by any Person all the Capital Stock of which is, being Disposed of in such Dispositiona Disposition permitted under this Agreement, and to release any Guarantee Obligations under any Loan Document of any Person being Disposed of in such a Disposition permitted under this Agreement (subject to clause (c) below), to the extent necessary to permit consummation of such Disposition in accordance with the Loan Documents; provided that Borrower shall have delivered to Collateral Agent, at least ten three Business Days prior to the date of the proposed release (or such shorter period agreed to by Collateral Agentthe Required Lenders), a written request for release identifying the relevant Collateral being Disposed of in such Disposition and the terms of such Disposition in reasonable detail, including the date thereof, the price thereof and any expenses in connection therewith, together with a certification by Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition will be applied in accordance with this Agreement and the other Loan Documents.

Appears in 2 contracts

Samples: Credit Agreement (Mach Natural Resources Lp), Credit Agreement (Mach Natural Resources Lp)

Release of Collateral and Guarantee Obligations. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of Borrower or any Specified Party in connection with any Disposition of Property permitted by the Loan Documents (other than to a Specified Party or a Loan Party), Collateral Agent shall (without notice to, or vote or consent of, any Lender or any Qualified Counterparty that is a party to any Qualified Hedging Agreement) take such actions as shall be required to release its security interest in any Collateral that is, or owned by any Person all the Capital Stock of which is, being Disposed of in such Disposition, and to release any Guarantee Obligations under any Loan Document of any Person being Disposed of in such Disposition (subject to clause (c) below)Disposition, to the extent necessary to permit consummation of such Disposition in accordance with the Loan Documents; provided that Borrower or such Specified Party shall have delivered to Collateral Agent, at least ten Business Days prior to the date of the proposed release (or such shorter period agreed to by Collateral Agent), a written request for release identifying the relevant Collateral being Disposed of in such Disposition and the terms of such Disposition in reasonable detail, including the date thereof, the price thereof and any expenses in connection therewith, together (if requested by Agent) with a certification by Borrower or such Specified Party stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition will be applied in accordance with this Agreement and the other Loan Documents, if applicable.

Appears in 2 contracts

Samples: Credit Agreement (Trans Energy Inc), Credit Agreement (Trans Energy Inc)

Release of Collateral and Guarantee Obligations. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Disposition of Property property permitted by the Loan Documents (other than to a Loan Party)Documents, Collateral the Administrative Agent shall (without notice to, to or vote or consent ofof any Lender, or any Affiliate of any Lender or any Qualified Counterparty that is a party to any Qualified Hedging Specified Hedge Agreement) take such actions as shall be required to release its security interest in any Collateral that is, or owned by any Person all the Capital Stock of which is, being Disposed of in such Disposition, and to release any Guarantee Obligations under any Loan Document guarantee obligations of any a Person being Disposed of in such Disposition (including the guarantee obligations of any Subsidiary of the Borrower that is the subject of a transaction to which clause (e) of Section 9.3 or clause (c) belowof Section 9.6 applies), to the extent necessary to permit consummation of such Disposition in accordance with this Agreement and the other Loan Documents; provided that the Borrower shall have delivered to Collateral the Administrative Agent, at least ten five (5) Business Days prior to the date of the proposed release (or such shorter period agreed to by Collateral Agent)release, a written request for release identifying the relevant Collateral being Disposed of in such Disposition and the terms of such Disposition in reasonable detail, including the date thereof, the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition will be applied in accordance with this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Symbion Inc/Tn)

Release of Collateral and Guarantee Obligations. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, but subject to Sections 5.1(e) and 5.4 (e) of the Intercreditor Agreement, upon request of Borrower the Company in connection with any Disposition of Property permitted by the Loan Documents (other than to a Loan Party)Documents, Collateral the Administrative Agent shall (without notice to, or vote or consent of, any Lender or any 80 Qualified Counterparty that is a party to any Qualified Hedging AgreementDerivative Contract Counterparty) take such actions as shall be required to release its security interest in any Collateral that is, or owned by any Person all the Capital Stock of which is, being Disposed of in such Disposition, and to release any Guarantee Obligations guarantee obligations under any Loan Document of any Person being Disposed of in such Disposition (subject to clause (c) below)Disposition, to the extent necessary to permit consummation of such Disposition in accordance with the Loan Documents; provided provided, however, that Borrower the Company shall have delivered to Collateral the Administrative Agent, at least ten Business Days prior to the date of the proposed release (or such shorter period agreed to by Collateral the Administrative Agent), a written request for release identifying the relevant Collateral being Disposed of in such Disposition and the terms of such Disposition in reasonable detail, including the date thereof, the price thereof and any expenses in connection therewith, together with a certification by Borrower the Company stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition will be applied in accordance with this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Venoco, Inc.)

Release of Collateral and Guarantee Obligations. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the US Borrower in connection with any Disposition of Property permitted by the Loan Documents (other than to a Loan Party)Documents, Collateral the Administrative Agent shall (without notice to, or vote or consent of, any Lender Lender, or any Qualified Counterparty affiliate of any Lender that is a party to any Qualified Hedging Specified Hedge Agreement) take such actions as shall be required to release (without recourse, representation or warranty) its security interest in any Collateral that is, or owned by any Person all the Capital Stock of which is, being Disposed of in such Disposition, and to release any Guarantee Obligations guarantee obligations under any Loan Document of any Person being Disposed of in such Disposition (subject to clause (c) below)Disposition, to the extent necessary to permit consummation of such Disposition in accordance with the Loan Documents; provided that the US Borrower shall have delivered to Collateral Agent, the Administrative Agent at least ten Business Days prior to the date of the proposed release (or such shorter period agreed to by Collateral the Administrative Agent), a written request for release identifying the relevant Collateral being Disposed of in such Disposition and the terms of such Disposition in reasonable detail, including the date thereof, the price thereof and any expenses in connection therewith, together with a certification by the US Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition will be applied in accordance with this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (LKQ Corp)

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Release of Collateral and Guarantee Obligations. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, but subject to Sections 5.1(e) and 5.4 (e) of the Intercreditor Agreement, upon request of Borrower the Company in connection with any Disposition of Property (including any Disposition of a Guarantor) permitted by the Loan Documents (other than to a Loan Party)Documents, Collateral the Administrative Agent shall (without notice to, or vote or consent of, any Lender or any Qualified Counterparty that is a party to any Qualified Hedging AgreementDerivative Contract Counterparty) take such actions as shall be required to release its security interest in any Collateral that is, or owned by any Person all the Capital Stock of which is, being Disposed of in such Disposition, and to release any Guarantee Guaranty Obligations under any Loan Document of any Person being Disposed of in such Disposition (subject to clause (c) below)Disposition, to the extent necessary to permit consummation of such Disposition in accordance with the Loan Documents; provided provided, however, that Borrower the Company shall have delivered to Collateral the Administrative Agent, at least ten Business Days prior to the date of the proposed release (or such shorter period agreed to by Collateral the Administrative Agent), a written request for release identifying the relevant Collateral being Disposed of in such Disposition and and, in the case of a Disposition under Section 8.2(f) or any other Disposition of Collateral comprising (i) Hydrocarbon Interests or (ii) other Property with a book value in excess of $2,000,000, the terms of such Disposition in reasonable detail, including the date thereof, the price thereof and any expenses in connection therewith, together with a certification by Borrower the Company stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition will be applied in accordance with this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Exploration Co of Delaware Inc)

Release of Collateral and Guarantee Obligations. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Disposition of Property permitted by the Loan Documents (other than to a Loan Party)Documents, the Collateral Agent shall (without notice to, or vote or consent of, any Lender Lender, or any Qualified Counterparty affiliate of any Lender that is a party to any Qualified Hedging Specified Hedge Agreement) take such actions as shall be required to release its security interest in any Collateral that is, or owned by any Person all the Capital Stock of which is, being Disposed of in such Disposition, and to release any Guarantee Obligations guarantee obligations under any Loan Document of any Person being Disposed of in such Disposition (subject to clause (c) below)Disposition, to the extent necessary to permit consummation of such Disposition in accordance with the Loan Documents; provided that the Borrower shall have delivered to Collateral the Administrative Agent, at least ten five Business Days or such lesser period of time as the Administrative Agent may agree prior to the date of the proposed release (or such shorter period agreed to by Collateral the Administrative Agent), a written request for release identifying the relevant Collateral being Disposed of in such Disposition and the terms of such Disposition in reasonable detail, including the date thereof, the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition will be applied in accordance with this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Key Energy Services Inc)

Release of Collateral and Guarantee Obligations. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, upon request of the Borrower in connection with any Disposition of Property by it or its Subsidiaries permitted by the Loan Documents (other than to a Loan Party)Documents, Collateral the Administrative Agent shall (without notice to, or vote or consent of, any Lender Lender, or any Qualified Counterparty affiliate of any Lender that is a party to any Qualified Hedging Specified Hedge Agreement) take such actions as shall be required to release its security interest in any Collateral that is, or owned by any Person all the Capital Stock of which is, being Disposed of in such Disposition, and to release any Guarantee Obligations guarantee obligations under any Loan Document of any Person being Disposed of in such Disposition (subject to clause (c) below)Disposition, to the extent necessary to permit consummation of such Disposition in accordance with the Loan Documents; provided that the Borrower shall have delivered to Collateral Agent, the Administrative Agent at least ten five Business Days prior to the date of the proposed release (or such shorter period agreed to by Collateral the Administrative Agent), a written request for release identifying the relevant Collateral being Disposed of in such Disposition and the terms of such Disposition in reasonable detail, including the date thereof, the price thereof and any expenses in connection therewith, together with a certification by the Borrower stating that such transaction is in compliance with this Agreement and the other Loan Documents and that the proceeds of such Disposition will be applied in accordance with this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Edgen Murray LTD)

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