Release of Secured Guarantees Clause Samples

Release of Secured Guarantees. (i) All the Secured Guarantees will be released when all the Release Conditions are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Borrower or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) If all the capital stock of a Guarantor or all or substantially all the assets of a Guarantor are sold, transferred or otherwise disposed of to a Person (other than the Borrower or one of its Subsidiaries) in a transaction permitted by the Credit Agreement (any such sale, a Sale of Guarantor ), the Secured Party shall release such Guarantor from its Secured Guarantee; provided that arrangements reasonably satisfactory to the Secured Party have been made to apply the net proceeds thereof as required by the Credit Agreement. (iii) In addition to any release permitted by subsection (ii), the Secured Party may release any Secured Guarantee in its discretion.

Release of Secured Guarantees. (i) All the Secured Guarantees will be released when all the Release Conditions are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Company or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) The Collateral Representative may release any Secured Guarantee with the prior written consent of the Required Holders.

Release of Secured Guarantees. (i) All the Secured Guarantees will be released when all the Release Conditions are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Company or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) If all the capital stock of a Subsidiary Guarantor or all the assets of a Subsidiary Guarantor are sold to a Person other than the Company or one of its Subsidiaries in a transaction permitted by the Credit Agreement (any such sale, a "Sale of Subsidiary Guarantor"), the Secured Guarantee of such Subsidiary Guarantor shall automatically be discharged and released without any further action by the Agent or any other Secured Party effective as of the time of such Sale of Subsidiary Guarantor; provided that, if such sale is an Asset Sale, arrangements reasonably satisfactory to the Agent have been made to apply the Net Proceeds thereof as required by the Credit Agreement. Such release shall not require the consent of any Secured Party, and the Agent shall be fully protected in relying on a certificate of the Company as to whether any particular sale constitutes a Sale of Subsidiary Guarantor. (iii) The Secured Guarantee of CIHC shall automatically be discharged and released without any further action by the Agent or any other Secured Party effective upon the consummation of the Proposed CIHC Transactions; provided that concurrently with the consummation of the Proposed CIHC Transactions, New HoldCo shall have satisfied the Collateral and Guarantee Requirement with respect to all property distributed or otherwise transferred to it in connection with the Proposed CIHC Transactions and shall have become an "Obligor", a "Subsidiary Guarantor" and a "Lien Grantor" for all purposes of the Loan Documents. Such release shall not require the consent of any Secured Party, and the Agent shall be fully protected in relying on a certificate of the Company as to whether the Proposed CIHC Transactions have been consummated. (iv) In addition to any release permitted by subsection (ii) or (iii), the Agent may release any Secured Guarantee with the prior written consent of the Required Banks; provided that any release of all or substantially all the Secured Guarantees shall require the consent of all the Banks.

Release of Secured Guarantees. (i) All Secured Guarantees will be released when all Release Conditions are satisfied. If at any time any payment of a Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Borrower, any other Obligor or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) In addition, if any Guarantor shall cease to be a Subsidiary of the Borrower as permitted by Section 9.21(b) of the Credit Agreement, the Collateral Agent, at the request of the Borrower, shall release such Guarantor from its Secured Guaranty and its other Obligations under the Loan Documents; (iii) Upon any termination of a Secured Guaranty, the Collateral Agent will, in accordance with Section 9.21(d) of the Credit Agreement, execute and deliver to the Borrower such documents as it shall reasonably request to evidence the termination thereof.

Release of Secured Guarantees. (i) All the Secured Guarantees will be released when all the Release Conditions are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Borrower or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) If all the capital stock of a Guarantor or all the assets of a Guarantor are sold to a Person other than the Borrower or one of its Subsidiaries in a transaction permitted by the Credit Agreement (any such sale, a "Sale of Guarantor"), the Administrative Agent shall release such Guarantor from its Secured Guarantee; provided that, if the Net Cash Proceeds of such sale are required to be applied to repay the Loans pursuant to the Credit Agreement, arrangements reasonably satisfactory to the Administrative Agent have been made to apply the Net Proceeds thereof as required by the Credit Agreement. Such release shall not require the consent of any Secured Party, and the Administrative Agent shall be fully protected in relying on a certificate of the Borrower as to whether any particular sale constitutes a Sale of Guarantor. (iii) In addition to any release permitted by subsection (ii), the Administrative Agent may release any Secured Guarantee with the prior written consent of the Required Lenders; provided that any release of all or substantially all the Secured Guarantees shall require the consent of all the Lenders.

Release of Secured Guarantees. (i) All the Secured Guarantees will be released when all the Release Conditions are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Borrower or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) If all the capital stock of a Guarantor or all the assets of a Guarantor are sold to a Person other than the Borrower or one of its Subsidiaries in a transaction not prohibited by the Credit Agreement (any such sale, a "SALE OF GUARANTOR"), the Collateral Agent shall release such Guarantor from its Secured Guarantee. Such release shall not require the consent of any Secured Party, and the Collateral Agent shall be fully protected in relying on a certificate of the Borrower as to whether any particular sale constitutes a Sale of Guarantor. (iii) In addition to any release permitted by subsection (ii), the Collateral Agent may release any Secured Guarantee with the prior written consent of the Required Banks.

Release of Secured Guarantees. All the Subsidiary Guarantors' Secured Guarantees will be released upon the first date on which all the Release Conditions are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of any Borrower or otherwise, the Subsidiary Guarantors' Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time.

Release of Secured Guarantees. (i) All the Secured Guarantees will be released when all the Release Conditions are satisfied. If at any time any payment of a Secured Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of any Borrower or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) If all the capital stock of a Guarantor or all the assets of a Guarantor are sold to a Person other than a DealerTrack Company in a transaction permitted by Section 6.05 of the Credit Agreement (any such sale, a "SALE OF GUARANTOR"), the Administrative Agent shall release such Guarantor from its Secured Guarantee; provided that, if such sale is a Prepayment Event, arrangements satisfactory to the Administrative Agent shall have been made to apply the Net Proceeds thereof as required by the Credit Agreement. Such release shall not require the consent of any Secured Party, and the Administrative Agent shall be fully protected in relying on a certificate of an Authorized Officer as to whether any particular sale constitutes a Sale of Guarantor. (iii) In addition to any release permitted by subsection (ii), the Administrative Agent may release any Secured Guarantee with the prior written consent of all the Lenders.

Release of Secured Guarantees. (i) All Secured Guarantees will be released when all Release Conditions are satisfied. If at any time any payment of a Obligation is rescinded or must be otherwise restored or returned upon the insolvency or receivership of the Borrower, any other Obligor or otherwise, the Secured Guarantees shall be reinstated with respect thereto as though such payment had been due but not made at such time. (ii) In addition, if a Guarantor shall (A) cease to be a Subsidiary of the Borrower or (B) become an Excluded Subsidiary, in each case as permitted under the Loan Agreement, the Agent, at the request of the Borrower, shall release Borrower or such Guarantor from its Secured Guaranty and its other Obligations under the Loan Documents; (iii) Upon any termination of a Secured Guaranty, the Agent will, at the expense of the Borrower or relevant Guarantor, execute and deliver to the Borrower such documents as it shall reasonably request to evidence the termination thereof.