Release of Collateral and Guaranties Sample Clauses

Release of Collateral and Guaranties. The parties hereto acknowledge and agree that, in accordance with §18.13 as soon as practicable following a sale or disposition of assets permitted in accordance with the terms of this Credit Agreement, including without limitation, §10.5.2, the Administrative Agent shall release its Liens on the Collateral subject to such sale or disposition and/or any Subsidiary of the Borrower which is the subject of such sale or disposition from its obligations under the Guaranty.
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Release of Collateral and Guaranties. (a) The holders of the Notes acknowledge and agree that (i) such holders will discharge and release Liens created by the Security Documents in the event that any assets (including any Subsidiary) subject to any such collateral security document is disposed of in accordance with Section 10.7 of, or such disposition is otherwise permitted under, this Agreement, and will discharge and release the Subsidiary Guaranty as to any Subsidiary disposed of in accordance with the terms of this Agreement, PROVIDED that, in each case, both before and after giving effect to such release no Default or Event of Default shall have occurred and be continuing and the Bank Lenders shall simultaneously discharge in the same manner and to the same extent such Liens or such comparable guaranty obligations in favor of the Bank Lenders contained in the Revolving Credit Agreement or in any other document; and (ii) such holders will discharge and release all Liens created by the Security Documents and will discharge and release the Subsidiary Guaranty upon request of the Company, PROVIDED that (x) both before and after giving effect to such release the Company is in compliance with Section 10.5 and no Default or Event of Default shall have occurred and be continuing, (y) the Company's ratio of Consolidated Debt to Consolidated Capitalization does not exceed 60% and (z) the Bank Lenders shall simultaneously discharge and release in the same manner and to the same extent such Liens or such comparable guaranty obligations in favor of the Bank Lenders contained in the Revolving Credit Agreement, and PROVIDED FURTHER that in the event the Lien of any Security Document (or any replacement therefor) for any reason whatsoever attaches or re-attaches for the benefit of any of the Bank Lenders or the subsidiary guaranties in favor of the Bank Lenders pursuant to the Revolving Credit Agreement resuscitate (or are otherwise replaced) for the benefit of any of the Bank Lenders, then the Liens created by the Security Documents (or any replacements therefor) and the guarantees granted under the Subsidiary Guaranty, shall IPSO FACTO again secure or benefit the holders of the Notes, as the case may be.
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Release of Collateral and Guaranties. (i)(I) The Collateral Trustee’s Liens upon the Collateral will no longer secure the Obligations, and the right of the Lenders and such Obligations to the benefits and proceeds of the Collateral Trustee’s Liens on the Collateral will terminate and be discharged; (1) upon payment in full in cash of all Obligations other than contingent indemnification obligations as to which no claim has been made; or (2) in whole or in part, with the consent of the Lenders holding the requisite percentage of Term Loans in accordance with the provisions set forth in Section 12.12, and upon delivery of instructions and any other documentation, in each case as required by this Agreement and the Security Documents, in a form reasonably satisfactory to the Collateral Trustee; and (II) the Collateral Trustee’s Liens upon any Collateral will no longer secure the Obligations and the right of the Lenders and such Obligations to the benefits and proceeds of the Collateral Trustee’s Liens on such Collateral will terminate and be discharged to the extent such Collateral (x) constitutes property being sold or otherwise disposed of (to Persons other than a Credit Party) upon the sale or other disposition thereof permitted by Section 9.04 or (y) consists of property subject to Liens permitted in accordance with clauses (10), (11), (12), (15) or (21) of the definition of Permitted Liens and the documentation, instruments or other agreements with respect to such Permitted Liens prohibit the Collateral Trustee’s Liens upon such property (or, in the case of this (y), to the extent requested by the Borrower, the Collateral Trustee’s Liens upon any such Collateral will be subordinated to such Permitted Liens).
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Release of Collateral and Guaranties. (i) Upon any sale, transfer, or disposition of Pledged Equity which is expressly permitted pursuant to the Loan Documents (or is otherwise authorized by requisite Lenders), and upon ten (10) Business Days’ (or such lesser time period agreed to by Administrative Agent in its sole discretion) prior written request by Borrower (which request must be accompanied by true and correct copies of (i) all documents of transfer or disposition, including any contract of sale, and (ii) all requested release instruments), Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of Liens granted to Administrative Agent for the benefit of Lenders pursuant hereto in such Pledged Equity and to release the Guaranty executed by such Subsidiary (and, to the extent such Person is not otherwise required to be a Guarantor and its Equity Interests are not otherwise required to be Pledged Equity hereunder after giving effect to such contemplated release, the Guaranty by the direct holder of such Subsidiary Guarantor’s Equity Interests and the Pledged Equity in such direct holder).
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Release of Collateral and Guaranties. (a) Upon the sale, lease, transfer, encumbrance or other disposition to any Person other than to the Company or any Subsidiary of the Borrower of (y) any item of Collateral of any Loan Party (including, without limitation any disposition or encumbrance in compliance with Sections 10.2 and 10.3 including delivery by the Borrower of the required certifications thereunder) or (z) any Property, Project or other asset of any Loan Party, in each case that is permitted by the terms of this Agreement, then, in either such event the Administrative Agent shall promptly release any Lien on such item, property or other asset and release any applicable Subsidiary from its obligations under the Guaranty, and (to the extent applicable) deliver to the Borrower, no later than five (5) Business Days following the Borrower’s request and at the Borrower’s expense, such documentation as may be reasonably satisfactory to the Borrower and the Administrative Agent as advisable to evidence such release of such Collateral from the assignment and security interest granted under the Collateral Documents or such Subsidiary from the Guaranty. Each of the Lenders irrevocably authorize the Administrative Agent to release any such Lien on any property granted to or held by the Administrative Agent (or any sub-agent thereof) under any Loan Document in accordance with the foregoing sentence.
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Release of Collateral and Guaranties. The Lenders hereby, and, pursuant to Paragraph 10(i) of the Credit Agreement confirm the authorization of the Administrative Agent to:
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Release of Collateral and Guaranties. Each of the Lenders hereby authorizes the Administrative Agent (a) to release the Lien on any Collateral that is sold, transferred or otherwise released in accordance with the terms of this Agreement, (b) to terminate the Guaranty of any Guarantor that is released from its Guaranty Obligations hereunder in accordance with the terms of this Agreement and (c) to execute, deliver and/or file any UCC termination statements or other release documents as may be required to accomplish the foregoing releases and terminations.
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Release of Collateral and Guaranties. The Administrative Agent and the Lenders agree that if all of the capital stock of any Guarantor that is owned by the Credit Parties is sold to any Person as permitted by the terms of this Agreement and the Collateral Documents, or if any Guarantor is merged or consolidated with or into any other Person as permitted by the terms of this Agreement and such Guarantor is not the continuing or surviving corporation, the Administrative Agent shall, upon request of the Borrower (and upon the receipt by the Administrative Agent of such evidence as the Administrative Agent or any Lender may reasonably request to establish that such sale, designation, merger or consolidation is permitted by the terms of this Agreement), terminate the Guaranty of such Guarantor under this Article III and authorize the Administrative Agent to release the Lien created by the Collateral Documents on any capital stock of such Guarantor.
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Related to Release of Collateral and Guaranties

  • DESCRIPTION OF COLLATERAL AND GUARANTIES Repayment of the Indebtedness is secured by the Collateral as described in the Loan Agreement. Hereinafter, the above-described security documents and guaranties, together with all other documents securing repayment of the Indebtedness shall be referred to as the "Security Documents". Hereinafter, the Security Documents, together with all other documents evidencing or securing the Indebtedness shall be referred to as the "Existing Loan Documents".

  • 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, the Administrative Agent shall (without notice to, or vote or consent of, any Lender, or any affiliate of any Lender that is a party to any Specified Hedge Agreement) take such actions as shall be required to release its security interest in any Collateral 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, to the extent necessary to permit consummation of such Disposition in accordance with the Loan Documents.

  • Additional Collateral and Guaranties To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Subsidiaries of any Loan Party after the Closing Date), each Group Member shall, promptly, do each of the following, unless otherwise agreed by the Administrative Agent:

  • Release of Collateral and Guarantee Obligations; Subordination of Liens (a) The Lenders and each Agent (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Liens granted to the Secured Parties by the Loan Parties on any Collateral shall be automatically released (i) in full, as set forth in clause (b) below, (ii) upon the Disposition of such Collateral to any Person other than another Loan Party, to the extent such Disposition is permitted hereunder (and the Administrative Agent and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such Collateral is comprised of property leased to a Loan Party by a Person that is not a Loan Party, upon termination or expiration of such lease, (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 10.1), (v) to the extent the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its Guarantee Obligations under the Guarantee and Collateral Agreement so long as such Guarantor is no longer a Loan Party hereunder, and (vi) to the extent such Collateral ceases to be Collateral. Any such release shall not in any manner discharge, affect, or impair the Secured Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, the Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby irrevocably agree that the Guarantors shall be released from the Guarantees upon consummation of any transaction permitted hereunder resulting in such Subsidiary ceasing to constitute a Restricted Subsidiary, or otherwise becoming an Excluded Subsidiary, in each case, solely to the extent such Subsidiary ceasing to constitute a Restricted Subsidiary or otherwise becoming an Excluded Subsidiary is not prohibited by this Agreement, or, in the case of a Successor Holdings, the prior Holdings shall be released in accordance with the conditions set forth in Section 7.11. The Lenders (and each other Secured Party by accepting the benefits of the Collateral) hereby authorize the Administrative Agent and the Collateral Agent, as applicable, at the expense of the Borrower, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral or Guarantor shall no longer be deemed to be repeated solely with respect to such Collateral or Guarantor.

  • Collateral and Guaranty Matters The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion,

  • Release of Collateral Subject to Section 11.01 and the terms of the Basic Documents, the Indenture Trustee shall release property from the lien of this Indenture only upon receipt by it of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.

  • 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].

  • Release of Collateral, etc Any release, surrender, exchange, subordination, deterioration, waste, loss or impairment (including without limitation negligent, willful, unreasonable or unjustifiable impairment) of any collateral, property or security, at any time existing in connection with, or assuring or securing payment of, all or any part of the Liabilities;

  • Collateral and Guarantee Matters Lenders irrevocably authorize Agent, at its option and in its discretion, (a) to release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full; (ii) constituting property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other disposition of property being made in compliance with this Agreement); or (iii) subject to Section 10.1, if approved, authorized or ratified in writing by Required Lenders; (b) notwithstanding Section 10.1(a)(ii) hereof to release any party from its guaranty under the Guarantee and Collateral Agreement (i) when all Obligations have been Paid in Full or (ii) if such party was sold or is to be sold or disposed of as part of or in connection with any disposition permitted hereunder (including by consent, waiver or amendment and it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other disposition being made in compliance with this Agreement); or (c) to subordinate its interest in any Collateral to any holder of a Lien on such Collateral which is permitted by Section 7.2(d) (it being understood that Agent may conclusively rely on a certificate from Borrower in determining whether the Debt secured by any such Lien is permitted by Section 7.1(b)). Upon request by Agent at any time, Lenders will confirm in writing Agent’s authority to release, or subordinate its interest in, particular types or items of Collateral pursuant to this Section 9.10. Agent shall release any Lien granted to or held by Agent under any Collateral Document (i) when all Obligations have been Paid in Full, (ii) in respect of property sold or to be sold or disposed of as part of or in connection with any sale or other disposition permitted hereunder (it being agreed and understood that Agent may conclusively rely without further inquiry on a certificate of an officer of Borrower as to the sale or other disposition of property being made in compliance with this Agreement) or (iii) subject to Section 10.1, if directed to do so in writing by Required Lenders. In furtherance of the foregoing, Agent agrees to execute and deliver to Borrower, at Borrower’s expense, such termination and release documentation as Borrower may reasonably request to evidence a Lien release that occurs pursuant to terms of this Section 9.10.

  • Release of Liens and Guarantees In the event that any Loan Party conveys, sells, leases, assigns, transfers or otherwise disposes of all or any portion of its assets (including the Equity Interests of any of its Subsidiaries) to a Person that is not (and is not required to become) a Loan Party in a transaction not prohibited by the Loan Documents, the Administrative Agent and the Collateral Agent shall promptly (and the Lenders hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower and at the Borrower’s expense to release any Liens created by any Loan Document in respect of such Equity Interests or assets that are the subject of such disposition and to release any guarantees of the Obligations, and any Liens granted to secure the Obligations, in each case by a Person that ceases to be a Subsidiary of the Borrower as a result of a transaction described above. Any representation, warranty or covenant contained in any Loan Document relating to any such Equity Interests or assets shall no longer be deemed to be made once such Equity Interests or assets are so conveyed, sold, leased, assigned, transferred or disposed of. The Security Documents, the guarantees made therein, the Security Interest (as defined therein) and all other security interests granted thereby shall terminate, and each Loan Party shall automatically be released from its obligations thereunder and the security interests in the Collateral granted by any Loan Party shall be automatically released, when all the Obligations are paid in full in cash and Commitments are terminated (other than (A) contingent indemnification obligations, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Swap Agreements and (C) obligations and liabilities under Revolving Letters of Credit as to which arrangements satisfactory to the Issuing Banks shall have been made). At such time, the Administrative Agent and the Collateral Agent agree to take such actions as are reasonably requested by the Borrower at the Borrower’s expense to evidence and effectuate such termination and release of the guarantees, Liens and security interests created by the Loan Documents.

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