Common use of Release of Guaranty Clause in Contracts

Release of Guaranty. (a) Notwithstanding anything to the contrary contained herein, upon the consummation of any enforcement action by (i) the holder of the Loan resulting in the Guarantor no longer controlling the Borrower or any Individual Property or (ii) the holder of any mezzanine loan (a “Mezzanine Loan”) that exists pursuant to Section 11.6 of the Loan Agreement resulting in the Guarantor no longer controlling the Borrower or any Individual Property, or the assignment to the lender under such Mezzanine Loan (the “Mezzanine Lender”) (or its designee(s) of said interests in lieu thereof in accordance with the loan documents evidencing such Mezzanine Loan) (such date, the “Vesting Date”), Guarantor shall be released with respect to matters arising out of or in connection with actions, events or conditions first taking place following the Vesting Date solely with respect to those Borrowers and/or any Individual Properties which are no longer controlled by Guarantor and solely with respect to actions, events or conditions which are not caused by Guarantor or any of its Affiliates. In addition, after foreclosure of the lien of the Loan Documents or deed-in-lieu of such foreclosure, or Lender exercising any remedy which results in Lender or its successors or assigns or their respective agents or appointees controlling the Individual Properties (or any Individual Property, if applicable), Guarantor shall be released with respect to matters arising out of or in connection with actions, events or conditions first taking place following such foreclosure or deed in lieu thereof or exercise of such remedy solely with respect to those Individual Properties which are no longer controlled by Guarantor and solely with respect to actions, events or conditions which are not caused by Guarantor or any of its Affiliates. In addition, if the Mezzanine Lender exercises its remedies pursuant to any pledge and security agreement in connection with the Mezzanine Loan to exercise the voting rights of Borrower (or any other remedy which gives the Mezzanine Lender the right to control the Borrower), Guarantor shall not have any liability arising from the exercise of such voting rights (or any other remedy which gives the Mezzanine Lender the right to control the Borrower) solely with respect to such Borrowers where Mezzanine Lender has exercised its voting rights (or Mezzanine Lender has otherwise exercised control) and solely with respect to matters not caused by Guarantor or any of its Affiliates (the date of such Mezzanine Lender’s exercise of such voting rights, the “Control Vesting Date”). For the avoidance of doubt, in no event shall Guarantor be released from any obligations or liabilities with respect to any obligations or liabilities that result from facts and circumstances (known or unknown) in existence prior to the Vesting Date or the Control Vesting Date or caused by Guarantor or any of its Affiliates, and such Guaranteed Recourse Obligations of Borrower shall remain in full force and effect in accordance with and subject to the terms and provisions of this Guaranty.

Release of Guaranty. (a) Notwithstanding anything to Guarantor may request that the contrary contained herein, upon the consummation of any enforcement action by (i) the holder of the Loan resulting in the Administrative Agent release Guarantor no longer controlling the Borrower or any Individual Property or (ii) the holder of any mezzanine loan (a “Mezzanine Loan”) that exists pursuant to Section 11.6 of the Loan Agreement resulting in the Guarantor no longer controlling the Borrower or any Individual Property, or the assignment to the lender from its obligations under such Mezzanine Loan (the “Mezzanine Lender”) (or its designee(s) of said interests in lieu thereof this Guaranty in accordance with the loan documents evidencing such Mezzanine Loan) (such date, the “Vesting Date”), Guarantor shall be released with respect to matters arising out of or in connection with actions, events or conditions first taking place following the Vesting Date solely with respect to those Borrowers and/or any Individual Properties which are no longer controlled by Guarantor and solely with respect to actions, events or conditions which are not caused by Guarantor or any of its Affiliates. In addition, after foreclosure of the lien of the Loan Documents or deed-in-lieu of such foreclosure, or Lender exercising any remedy which results in Lender or its successors or assigns or their respective agents or appointees controlling the Individual Properties (or any Individual Property, if applicable), Guarantor shall be released with respect to matters arising out of or in connection with actions, events or conditions first taking place following such foreclosure or deed in lieu thereof or exercise of such remedy solely with respect to those Individual Properties which are no longer controlled by Guarantor and solely with respect to actions, events or conditions which are not caused by Guarantor or any of its Affiliates. In addition, if the Mezzanine Lender exercises its remedies pursuant to any pledge and security agreement in connection with the Mezzanine Loan to exercise the voting rights of Borrower (or any other remedy which gives the Mezzanine Lender the right to control the Borrower), Guarantor shall not have any liability arising from the exercise of such voting rights (or any other remedy which gives the Mezzanine Lender the right to control the Borrower) solely with respect to such Borrowers where Mezzanine Lender has exercised its voting rights (or Mezzanine Lender has otherwise exercised control) and solely with respect to matters not caused by Guarantor or any of its Affiliates (the date of such Mezzanine Lender’s exercise of such voting rights, the “Control Vesting Date”). For the avoidance of doubt, in no event shall Guarantor be released from any obligations or liabilities with respect to any obligations or liabilities that result from facts and circumstances (known or unknown) in existence prior to the Vesting Date or the Control Vesting Date or caused by Guarantor or any of its Affiliates, and such Guaranteed Recourse Obligations of Borrower shall remain in full force and effect in accordance with and subject to the terms and provisions of this Section and, upon the passage of the time periods set forth in and the fulfillment of the Guaranty Release Conditions, the Administrative Agent shall promptly release this Guaranty by a writing issued to the Guarantor, PROVIDED that no release of this Guaranty shall be effective until the issuance of such a writing by the Administrative Agent. In the event that the Guaranty Release Conditions are satisfied, the Guarantor may, but shall not be obligated to, deliver a written request for the release of this Guaranty to the Administrative Agent (a "RELEASE REQUEST"). A Release Request shall certify that the Guaranty Release Conditions have been satisfied, shall include any supporting materials reasonably requested by the Administrative Agent, and shall be executed by the chief financial officer of Guarantor. Upon the Administrative Agent's receipt of a Release Request, the Administrative Agent shall within 10 Business Days either (a) provide the Release Request and its supporting materials to the Lenders, or (b) inform the Guarantor of any additional information required to process the Release Request (in which case the Guarantor may resubmit its Release Request with the requested materials for submission to the Lenders within 10 Business Days following its acceptable resubmission to the Administrative Agent). Upon the expiration of the 10 Business Day period following the submission of the Release Request to the Lenders by the Administrative Agent, provided that Lenders constituting Requisite Lenders have not objected to the requested release hereof, the Administrative Agent shall within 5 Business Days provide written notice to Guarantor of Guarantor's release from its obligations under this Guaranty, which release shall be effective upon Guarantor's receipt of such written notice. This Guaranty shall also be released on the date which is 60 days following the date upon which the Administrative Agent receives written notice from Anchor (i) containing a specific reference to this Section, (ii) requesting release of this Guaranty and (iii) stating that Anchor Pala Management has ceased to be the manager of the Pala Casino UNLESS during that period the Lenders have made demand upon Borrower for payment of the Outstanding Obligations under the Loan Agreement (with such period to be tolled during the effectiveness of any legal prohibition upon the ability of the Lenders to make any such demand) and have accelerated the maturity of the Outstanding Obligations (or are legally prohibited from doing so).

Release of Guaranty. (a) Notwithstanding anything to the contrary contained hereinin Section 1011, upon the consummation of any enforcement action by (i) the holder of the Loan resulting in the Guarantor no longer controlling event that any Subsidiary that has guaranteed the Borrower or any Individual Property or (ii) Notes and/or the holder Securities of any mezzanine loan (a “Mezzanine Loan”) that exists such Other Affected Series pursuant to Section 11.6 1011 shall no longer be a guarantor of any Funded Debt of the Loan Agreement resulting in Partnership other than the Guarantor Notes and/or the Securities of such Other Affected Series, and so long as no longer controlling the Borrower Default or any Individual Property, or the assignment to the lender under such Mezzanine Loan (the “Mezzanine Lender”) (or its designee(s) Event of said interests in lieu thereof in accordance with the loan documents evidencing such Mezzanine Loan) (such date, the “Vesting Date”), Guarantor shall be released Default with respect to matters arising out the Notes shall have occurred or be continuing, such Subsidiary, upon giving written notice to the Trustee to the foregoing effect, shall be deemed to be automatically released from all of its obligations in respect of the Notes and/or the Securities of such Other Affected Series, and its guarantee thereof and this Indenture without further act or deed and such guarantee of such Subsidiary shall be terminated and of no further force or effect. Following the receipt by the Trustee of any such notice, the Partnership shall cause this Indenture to be amended as provided in connection with actionsSection 901 to evidence such release and termination; provided, events or conditions first taking place following however, that the Vesting Date solely with respect failure to those Borrowers and/or so amend this Indenture shall not affect the validity of the release and termination of such guarantee of such Subsidiary. Notwithstanding any Individual Properties which are no longer controlled by other provisions of the Indenture, if at any time the Affiliate Guarantor and solely with respect to actions, events or conditions which are does not caused by guarantee any obligations of the Parent Guarantor or any of its Affiliates. In additionSubsidiaries (including the Partnership) under any bank credit facility or any public debt instrument (other than pursuant to its Guarantee), after foreclosure then upon the Affiliate Guarantor giving written notice to the Trustee to the foregoing effect, the Affiliate Guarantor shall automatically be deemed to be released from its Guarantee and all of its obligations in respect of the lien Notes and shall no longer be a “Guarantor” hereunder. However, if at any time after the Affiliate Guarantor is released from its Guarantee, the Affiliate Guarantor guarantees any obligations of the Loan Documents or deed-in-lieu of such foreclosure, or Lender exercising any remedy which results in Lender or its successors or assigns or their respective agents or appointees controlling the Individual Properties (or any Individual Property, if applicable), Guarantor shall be released with respect to matters arising out of or in connection with actions, events or conditions first taking place following such foreclosure or deed in lieu thereof or exercise of such remedy solely with respect to those Individual Properties which are no longer controlled by Guarantor and solely with respect to actions, events or conditions which are not caused by Parent Guarantor or any of its Affiliates. In additionSubsidiaries (including the Partnership) under any bank credit facility or any public debt instrument other than the Notes, if then the Mezzanine Lender exercises its remedies Affiliate Guarantor will (a) simultaneously therewith, automatically be deemed to be a “Guarantor” under the Indenture and have all obligations applicable to Guarantors under the Indenture and (b) provide a Guarantee of the Notes pursuant to any pledge and security agreement in connection with the Mezzanine Loan to exercise the voting rights of Borrower (or any other remedy which gives the Mezzanine Lender the right to control the Borrower), Guarantor shall not have any liability arising from the exercise of such voting rights (or any other remedy which gives the Mezzanine Lender the right to control the Borrower) solely with respect to such Borrowers where Mezzanine Lender has exercised its voting rights (or Mezzanine Lender has otherwise exercised control) and solely with respect to matters not caused by Guarantor or any of its Affiliates (the date of such Mezzanine Lender’s exercise of such voting rights, the “Control Vesting Date”). For the avoidance of doubt, in no event shall Guarantor be released from any obligations or liabilities with respect to any obligations or liabilities that result from facts and circumstances (known or unknown) in existence prior documentation satisfactory to the Vesting Date or the Control Vesting Date or caused by Guarantor or any of its Affiliates, and such Guaranteed Recourse Obligations of Borrower shall remain in full force and effect in accordance with and subject to the terms and provisions of this GuarantyTrustee.”

Release of Guaranty. (a) Notwithstanding anything to the contrary contained herein, upon the consummation of any enforcement action by (i) the holder of the Loan resulting in the Guarantor no longer controlling the Borrower or any Individual Property or (ii) the holder of any mezzanine loan (a “Mezzanine Loan”) that exists pursuant to Section 11.6 of the Loan Agreement resulting in the Guarantor no longer controlling the Borrower or any Individual Property, or the assignment to the lender under such Mezzanine Loan (the “Mezzanine Lender”) (or its designee(s)) of said interests in lieu thereof in accordance with the loan documents evidencing such Mezzanine Loan) (such date, the “Vesting Date”), Guarantor shall be released with respect to matters arising out of or in connection with actions, events or conditions first taking place following the Vesting Date solely with respect to those Borrowers and/or any Individual Properties which are no longer controlled by Guarantor and solely with respect to actions, events or conditions which are not caused by Guarantor or any of its Affiliates. In addition, after foreclosure of the lien of the Loan Documents or deed-in-lieu of such foreclosure, or Lender exercising any remedy which results in Lender or its successors or assigns or their respective agents or appointees controlling the Individual Properties (or any Individual Property, if applicable), Guarantor shall be released with respect to matters arising out of or in connection with actions, events or conditions first taking place following such foreclosure or deed in lieu thereof or exercise of such remedy solely with respect to those Individual Properties which are no longer controlled by Guarantor and solely with respect to actions, events or conditions which are not caused by Guarantor or any of its Affiliates. In addition, if the Mezzanine Lender exercises its remedies pursuant to any pledge and security agreement in connection with the Mezzanine Loan to exercise the voting rights of Borrower (or any other remedy which gives the Mezzanine Lender the right to control the Borrower), Guarantor shall not have any liability arising from the exercise of such voting rights (or any other remedy which gives the Mezzanine Lender the right to control the Borrower) solely with respect to such Borrowers where Mezzanine Lender has exercised its voting rights (or Mezzanine Lender has otherwise exercised control) and solely with respect to matters not caused by Guarantor or any of its Affiliates (the date of such Mezzanine Lender’s exercise of such voting rights, the “Control Vesting Date”). For the avoidance of doubt, in no event shall Guarantor be released from any obligations or liabilities with respect to any obligations or liabilities that result from facts and circumstances (known or unknown) in existence prior to the Vesting Date or the Control Vesting Date or caused by Guarantor or any of its Affiliates, and such Guaranteed Recourse Obligations of Borrower shall remain in full force and effect in accordance with and subject to the terms and provisions of this Guaranty.

Release of Guaranty. (a) Notwithstanding anything to the contrary contained hereinin Section 1011, upon the consummation of any enforcement action by (i) the holder of the Loan resulting in the Guarantor no longer controlling event that any Subsidiary that has guaranteed the Borrower or any Individual Property or (ii) Notes and/or the holder Securities of any mezzanine loan (a “Mezzanine Loan”) that exists such Other Affected Series pursuant to Section 11.6 1011 shall no longer be a guarantor of any Funded Debt of the Loan Agreement resulting in Partnership other than the Guarantor Notes of any series and/or the Securities of such Other Affected Series, and so long as no longer controlling the Borrower Default or any Individual Property, or the assignment to the lender under such Mezzanine Loan (the “Mezzanine Lender”) (or its designee(s) Event of said interests in lieu thereof in accordance with the loan documents evidencing such Mezzanine Loan) (such date, the “Vesting Date”), Guarantor shall be released Default with respect to matters arising out the Notes of the applicable series shall have occurred or be continuing, such Subsidiary, upon giving written notice to the Trustee to the foregoing effect, shall be deemed to be automatically released from all of its obligations in connection with actionsrespect of the Notes of the applicable series and/or the Securities of such Other Affected Series, events and its guarantee thereof and this Indenture without further act or conditions first taking place following deed and such guarantee of such Subsidiary shall be terminated and of no further force or effect. Following the Vesting Date solely with respect receipt by the Trustee of any such notice, the Partnership shall cause this Indenture to those Borrowers and/or be amended as provided in Section 901 to evidence such release and termination; provided, however, that the failure to so amend this Indenture shall not affect the validity of the release and termination of such guarantee of such Subsidiary. Notwithstanding any Individual Properties which are no longer controlled by other provisions of the Indenture, if at any time the Affiliate Guarantor and solely with respect to actions, events or conditions which are does not caused by guarantee any obligations of the Parent Guarantor or any of its Affiliates. In additionSubsidiaries (including the Partnership) under any bank credit facility or any public debt instrument (other than pursuant to its Guarantee), after foreclosure then upon the Affiliate Guarantor giving written notice to the Trustee to the foregoing effect, the Affiliate Guarantor shall automatically be deemed to be released from its Guarantee and all of its obligations in respect of the lien Notes and shall no longer be a “Guarantor” hereunder. However, if at any time after the Affiliate Guarantor is released from its Guarantee, the Affiliate Guarantor guarantees any obligations of the Loan Documents or deed-in-lieu of such foreclosure, or Lender exercising any remedy which results in Lender or its successors or assigns or their respective agents or appointees controlling the Individual Properties (or any Individual Property, if applicable), Guarantor shall be released with respect to matters arising out of or in connection with actions, events or conditions first taking place following such foreclosure or deed in lieu thereof or exercise of such remedy solely with respect to those Individual Properties which are no longer controlled by Guarantor and solely with respect to actions, events or conditions which are not caused by Parent Guarantor or any of its Affiliates. In additionSubsidiaries (including the Partnership) under any bank credit facility or any public debt instrument other than the Notes, if then the Mezzanine Lender exercises its remedies Affiliate Guarantor will (a) simultaneously therewith, automatically be deemed to be a “Guarantor” under the Indenture and have all obligations applicable to Guarantors under the Indenture and (b) provide a Guarantee of the Notes of any series pursuant to any pledge and security agreement in connection with the Mezzanine Loan to exercise the voting rights of Borrower (or any other remedy which gives the Mezzanine Lender the right to control the Borrower), Guarantor shall not have any liability arising from the exercise of such voting rights (or any other remedy which gives the Mezzanine Lender the right to control the Borrower) solely with respect to such Borrowers where Mezzanine Lender has exercised its voting rights (or Mezzanine Lender has otherwise exercised control) and solely with respect to matters not caused by Guarantor or any of its Affiliates (the date of such Mezzanine Lender’s exercise of such voting rights, the “Control Vesting Date”). For the avoidance of doubt, in no event shall Guarantor be released from any obligations or liabilities with respect to any obligations or liabilities that result from facts and circumstances (known or unknown) in existence prior documentation satisfactory to the Vesting Date or the Control Vesting Date or caused by Guarantor or any of its Affiliates, and such Guaranteed Recourse Obligations of Borrower shall remain in full force and effect in accordance with and subject to the terms and provisions of this GuarantyTrustee.