Common use of Release of Collateral and Guaranties Clause in Contracts

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.

Release of Collateral and Guaranties. Each of the Lenders irrevocably authorizes the Agent (a) The holders of to release any Lien on any property granted to or held by the Notes acknowledge and agree that Agent under this Agreement and/or any applicable Other Document (i) upon the occurrence of the Termination Date, (ii) that is sold or to be sold as part of or in connection with any sale permitted under this Agreement to a Person that is not a Credit Party if the Credit Party disposing of such holders will discharge and release Liens created by property certifies to the Security Documents in Agent that 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, sale or such disposition is otherwise permitted under, this Agreement, and will discharge and release the Subsidiary Guaranty as to any Subsidiary disposed of made in accordance compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry), (iii) that constitutes Excluded Collateral, (iv) as contemplated pursuant to the terms of any Intercreditor Agreement or (v) if approved, authorized or ratified in writing in accordance with Section 16.2 and (b) to release any Guarantor from its obligations under this Agreement and the Other Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement. In addition, PROVIDED in the event that all or any portion of any property subject to a Mortgage is determined by the Agent or the Required Lenders to be environmentally impaired or to be subject to any adverse environmental condition, then the Agent may (without obligation) or shall, if requested by the Required Lenders, elect to release or reconvey the applicable Mortgage; provided that, in each case, both before and after giving effect to such release by the Agent unilaterally or at the direction of the Required Lenders will under no circumstances result in a Default or Event of Default under this Agreement or any Other Document. Except as provided in the two preceding sentences, the Agent will not release any Liens on Collateral without the prior written authorization of the Required Lenders. Any such release shall have occurred and not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Credit Parties in respect of) all interests retained by the Credit Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. In no event shall the Agent be continuing obligated to execute or deliver any document evidencing any release or re-conveyance without receipt of a certificate executed by a duly Authorized Officer of the Credit Party or Credit Parties disposing of such property certifying that such release complies with this Agreement and the Bank Lenders shall simultaneously discharge in the same manner Other Documents, 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 that 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 conditions precedent 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 conveyance have been complied with. Upon request by the benefit Agent at any time, the Required Lenders will confirm in writing the Agent’s authority to release its interest in particular types or items of property, or to release any of Guarantor from its obligations under this Agreement and the Bank Lenders or the subsidiary guaranties in favor of the Bank Lenders Other Documents 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 bethis Section 14.15.

Release of Collateral and Guaranties. ><. ><(a) The holders of the Notes acknowledge and agree that )>< Upon (i) such holders will discharge and release Liens created the sale, lease, transfer, encumbrance or other disposition to any Person other than to 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 Section 10.15, including delivery by the Security 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 the Loan Documents in and by the event that PNC Bank Loan Agreement or (ii) any assets (including designation of any Subsidiary) subject to any such collateral security document is disposed of Borrowing Base Property as a non-Borrowing Base Property in accordance with Section 10.7 of10.15 and the PNC Bank Loan Agreement (including by delivery by the Borrower of the required certifications hereunder or thereunder), then, in either such event the Administrative Agent shall promptly release (or instruct the Collateral Agent to release) the Lien on such disposition is otherwise permitted underitem, this Agreement, and will discharge property or other asset and release the any applicable 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 from its 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 and (to the extent applicable) deliver to the Borrower (or benefit instruct the holders Collateral Agent to deliver), 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 Subsidiary Guaranty. Each of the NotesLenders and the Issuing Banks irrevocably authorize each of the Administrative Agent and the Collateral Agent, as to release any such Lien on any property granted to or held by the case may beAdministrative Agent or the Collateral Agent (or any sub-agent thereof) under any Loan Document in accordance with the foregoing sentence.><

Release of Collateral and Guaranties. (a) The holders of the Notes acknowledge and agree that Upon (i) such holders will discharge and release Liens created the sale, lease, transfer, encumbrance or other disposition to any Person other than to 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 Section 10.15, including delivery by the Security 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 the Loan Documents in and by the event that Bank of America Loan Agreement or (ii) any assets (including designation of any Subsidiary) subject to any such collateral security document is disposed of Borrowing Base Property as a non-Borrowing Base Property 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 10.15 and the Bank Lenders shall simultaneously discharge in of America Loan Agreement (including by delivery by the same manner and to the same extent such Liens or such comparable guaranty obligations in favor Borrower of the Bank Lenders contained required certifications hereunder or thereunder), then, in either such event the Revolving Credit Agreement Administrative Agent shall promptly release (or in any instruct the Collateral Agent to release) the Lien on such item, property or other document; and (ii) such holders will discharge asset and release all Liens created by the Security Documents and will discharge and release the any applicable 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 from its 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 and (to the extent applicable) deliver to the Borrower (or benefit instruct the holders Collateral Agent to deliver), 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 Subsidiary Guaranty. Each of the NotesLenders irrevocably authorize each of the Administrative Agent and the Collateral Agent, as to release any such Lien on any property granted to or held by the case may beAdministrative Agent or the Collateral Agent (or any sub-agent thereof) under any Loan Document in accordance with the foregoing sentence.

Release of Collateral and Guaranties. Each of the Noteholders irrevocably authorizes the Agent (a) The holders of to release any Lien on any property granted to or held by the Notes acknowledge and agree that Agent under this Agreement and/or any applicable Other Document (i) upon the occurrence of the Termination Date, (ii) that is sold or to be sold as part of or in connection with any sale permitted under this Agreement to a Person that is not a Note Party if the Note Party disposing of such holders will discharge and release Liens created by property certifies to the Security Documents in Agent that 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, sale or such disposition is otherwise permitted under, this Agreement, and will discharge and release the Subsidiary Guaranty as to any Subsidiary disposed of made in accordance compliance with the terms of this Agreement (and the Agent may rely conclusively on any such certificate, without further inquiry), (iii) that constitutes Excluded Collateral, (iv) as contemplated pursuant to the terms of any Intercreditor Agreement or (v) if approved, authorized or ratified in writing in accordance with Section 16.2 and (b) to release any Guarantor from its obligations under this Agreement and the Other Documents if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under this Agreement. In addition, PROVIDED in the event that all or any portion of any property subject to a Mortgage is determined by the Agent or the Required Noteholders to be environmentally impaired or to be subject to any adverse environmental condition, then the Agent may (without obligation) or shall, if requested by the Required Noteholders, elect to release or reconvey the applicable Mortgage; provided that, in each case, both before and after giving effect to such release no by the Agent unilaterally or at the direction of the Required Noteholders will not constitute a Default or Event of Default under this Agreement or any Other Document. Except as provided in the two preceding sentences, the Agent will not release any Liens on Collateral without the prior written authorization of the Required Noteholders. Any such release shall have occurred and not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released) upon (or obligations of the Note Parties in respect of) all interests retained by the Note Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. In no event shall the Agent be continuing obligated to execute or deliver any document evidencing any release or re-conveyance without receipt of a certificate executed by a duly Authorized Officer of the Note Party or Note Parties disposing of such property certifying that such release complies with this Agreement and the Bank Lenders shall simultaneously discharge in the same manner Other Documents, 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 that 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 conditions precedent 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 conveyance have been complied with. Upon request by the benefit Agent at any time, the Required Noteholders will confirm in writing the Agent’s authority to release its interest in particular types or items of property, or to release any of Guarantor from its obligations under this Agreement and the Bank Lenders or the subsidiary guaranties in favor of the Bank Lenders Other Documents 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 bethis Section 14.15.