Common use of Releases of Guarantees and Liens Clause in Contracts

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Lender (and each such Lender hereby expressly consents) (without requirement of notice to or consent of any Lender except as expressly required by Section 9.1(a)) to take any action requested by the Borrower having the effect of releasing any Collateral or Guarantor from its guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 9.1(a), including, in each case and without limitation, any sale, transfer or other disposition of any Collateral or Guarantor, including as a result of any investments of Collateral in non-Guarantor Subsidiaries to the extent not prohibited by the Loan Documents or (ii) under the circumstances described in paragraphs (b) or (c) below (and, upon the consummation of any such transaction in preceding clause (i) or (ii), such Collateral shall be disposed of free and clear of all Liens under the Collateral Documents and/or such Guarantor shall be released from its obligations under the Guarantee and Collateral Agreement).

Appears in 4 contracts

Samples: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)

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Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Lender (and each such Lender hereby expressly consents) (without requirement of notice to or consent of any Lender except as expressly required by Section 9.1(a)11.1) to take any action requested by the Borrower having the effect of releasing any Collateral or any Guarantor from its guarantee obligations (i), if such Person becomes an Excluded Subsidiary as a result of a transaction or designation permitted hereunder or in accordance with Section 10.9; provided that, no such release shall occur if such Guarantor continues to be a guarantor in respect of the 2022 Senior Notes, 2024 Senior Notes, the 2025 Senior Notes, any Permitted Other Debt or any Credit Agreement Refinancing Debt, (ii) with (A) the sale of such Collateral, in each case, to a Person or Persons, none of which is the extent necessary to permit consummation Borrower or a Guarantor, in compliance with the terms and provisions of any the Loan Documents or (B) a transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 9.1(a), including, in each case and without limitation, any sale, transfer or other disposition of any Collateral or Guarantor, including as a result of any investments of Collateral in non-Guarantor Subsidiaries to the extent not prohibited by the Loan Documents 11.1 or (iiiii) under the circumstances described in paragraphs paragraph (b) or (c) below (and, upon the consummation of any such transaction in preceding clause (i) or (ii), such Collateral shall be disposed of free and clear of all Liens under the Collateral Documents and/or such Guarantor shall be released from its obligations under the Guarantee and Collateral Agreement)below.

Appears in 2 contracts

Samples: Credit Agreement (Davita Inc.), Credit Agreement (Davita Inc.)

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Lender (and each such Lender hereby expressly consents) (without requirement of notice to or consent of any Lender except as expressly required by Section 9.1(a)11.1) to take any action requested by the Borrower having the effect of releasing any Collateral or any Guarantor from its guarantee obligations (i) if such Person becomes an Excluded Subsidiary or ceases to the extent necessary be a Subsidiary as a result of a transaction or designation permitted hereunder or in accordance with Section 10.9; provided that, no such release shall occur if such Guarantor continues to permit consummation be a guarantor in respect of any Permitted Incremental Equivalent Debt, Permitted Other Debt or any Credit Agreement Refinancing Debt, (ii) with (A) in connection with the sale of such Collateral, in each case, to a Person or Persons, none of which is the Borrower or a Guarantor, in compliance with the terms and provisions of the Loan Documents or (B) a transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 9.1(a), including, in each case and without limitation, any sale, transfer or other disposition of any Collateral or Guarantor, including as a result of any investments of Collateral in non-Guarantor Subsidiaries to the extent not prohibited by the Loan Documents 11.1 or (iiiii) under the circumstances described in paragraphs paragraph (b) or (c) below (and, upon the consummation of any such transaction in preceding clause (i) or (ii), such Collateral shall be disposed of free and clear of all Liens under the Collateral Documents and/or such Guarantor shall be released from its obligations under the Guarantee and Collateral Agreement)below.

Appears in 1 contract

Samples: Credit Agreement (Tivity Health, Inc.)

Releases of Guarantees and Liens. (a`) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Lender (and each such Lender hereby expressly consents) (without requirement of notice to or consent of any Lender except as expressly required by Section 9.1(a)) to take any action requested by the Borrower having the effect of releasing any Collateral or Guarantor from its guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 9.1(a), including, ) or in each case and without limitation, connection with any sale, transfer or other disposition of any Collateral or Guarantor, including as a result of any investments of Collateral in non-Guarantor Subsidiaries to the extent not prohibited by the Loan Documents Documents, (ii) to the extent any such release is permitted at such time pursuant to any applicable intercreditor agreement and/or the applicable Security Document or (iiiii) under the circumstances described in paragraphs (b) or (c) below (and, upon the consummation of any such transaction in preceding clause (i), (ii) or (iiiii), such Collateral shall be disposed of free and clear of all Liens under the Collateral Security Documents and/or such Guarantor shall be released from its obligations under the Guarantee and Collateral AgreementLoan Documents).

Appears in 1 contract

Samples: Credit Agreement (Calpine Corp)

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Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Lender (and each such Lender hereby expressly consents) (without requirement of notice to or consent of any Lender except as expressly required by Section 9.1(a)) to take any action reasonably requested by the Borrower having the effect of releasing any Collateral or Guarantor from its guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 9.1(a), including, ) or in each case and without limitation, connection with any sale, transfer or other disposition of any Collateral or GuarantorGuarantor to a Person that is not a Loan Party, including as a result of any investments of Collateral in non-Guarantor Subsidiaries to the extent not prohibited by the Loan Documents Documents, (ii) to the extent any such release is permitted at such time pursuant to any applicable intercreditor agreement and/or the applicable Security Document or (iiiii) under the circumstances described in paragraphs (b) or (c) below (and, upon the consummation of any such transaction in preceding clause (i), (ii) or (iiiii), such Collateral shall be disposed of free and clear of all Liens under the Collateral Security Documents and/or such Guarantor shall be released from its obligations under the Guarantee and Collateral AgreementLoan Documents).

Appears in 1 contract

Samples: Credit Agreement (Calpine Corp)

Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, each of the Administrative Agent and the Collateral Agent is hereby irrevocably authorized by each Lender (and each such Lender hereby expressly consents) (without requirement of notice to or consent of any Lender except as expressly required by Section 9.1(a)) to take any action requested by the Borrower having the effect of releasing any Collateral or Guarantor from its guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document or that has been consented to in accordance with Section 9.1(a), including, ) or in each case and without limitation, connection with any sale, transfer or other disposition of any Collateral or Guarantor, including as a result of any investments of Collateral in non-Guarantor Subsidiaries to the extent not prohibited by the Loan Documents Documents, (ii) to the extent any such release is permitted at such time pursuant to any applicable intercreditor agreement and/or the applicable Security Document or (iiiii) under the circumstances described in paragraphs (b) or (c) below (and, upon the consummation of any such transaction in preceding clause (i), (ii) or (iiiii), such Collateral shall be disposed of free and clear of all Liens under the Collateral Security Documents and/or such Guarantor shall be released from its obligations under the Guarantee and Collateral AgreementLoan Documents).

Appears in 1 contract

Samples: Credit Agreement (Calpine Corp)

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