Releases of Guarantees and Liens. (a) Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Collateral Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 11.1) to take any action requested by the Borrower having the effect of releasing any Collateral or any Guarantor (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 Borrower or a Guarantor, in compliance with the terms and provisions of the Loan Documents or (B) a transaction that has been consented to in accordance with Section 11.1 or (iii) under the circumstances described in paragraph (b) 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 Secured Party (without requirement of notice to or consent of any Lender Secured Party except as expressly required by Section 11.110.1) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document (including, without limitation, (x) the release of any Guarantor (i), from its obligations under the Loan Documents if such Person becomes an Excluded ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (y) the release from the Collateral of any assets disposed to a Person other than a Loan Party in accordance with this Agreement and (z) the release from the Collateral of any assets of any Person that ceases to be a Guarantor in accordance with this Agreement ) or designation permitted hereunder or that has been consented to in accordance with Section 10.910.1; provided that, that no such release shall occur if (x) 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 Junior Indebtedness or (y) such Collateral continues to secure any Credit Agreement Refinancing Debt, Junior Indebtedness or (ii) with (A) 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 that has been consented to in accordance with Section 11.1 or (iii) under the circumstances described in paragraph (b) below.
Appears in 2 contracts
Samples: Credit Agreement (LivaNova PLC), Credit Agreement (LivaNova PLC)
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 Secured Party (without requirement of notice to or consent of any Lender Secured Party except as expressly required by Section 11.1) to take any action requested by the Borrower having the effect of releasing any Collateral or any Guarantor guarantee obligations (i)) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document (including, without limitation, the release of any Subsidiary Guarantor from its obligations if such Person becomes an Excluded ceases to be a Subsidiary as a result of a transaction permitted hereunder), that is otherwise permitted by the Loan Documents or designation permitted hereunder or that has been consented to in accordance with Section 10.911.1; provided that, that no such release shall occur if (x) such Subsidiary Guarantor continues to be a guarantor in respect of the 2022 Senior Notes, 2024 Senior Notes, the 2025 Senior Notes, any Permitted Other Debt Overnight Facility or any Credit Agreement Refinancing Debt, Junior Financing or (y) such Collateral continues to secure the Overnight Facility or any Junior Financing or (ii) with (A) 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 that has been consented to in accordance with Section 11.1 or (iii) under the circumstances described in paragraph (b) below.
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Samples: Credit Agreement (Microsemi 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 Secured Party (without requirement of notice to or consent of any Lender Secured Party except as expressly required by Section 11.1) to take any action requested by the Borrower having the effect of releasing any Collateral or any Guarantor Guarantee Obligations (i)) to the extent necessary to permit consummation of any Disposition (other than a sale or transfer to a Loan Party) not prohibited by any Loan Document (including, without limitation, (A) the release of any Subsidiary Guarantor from its obligations if such Person becomes an Excluded ceases to be a Subsidiary as a result of the sale of such Guarantor’s equity interests to a transaction non-Affiliate for bona fide business purposes and as permitted under the Loan Documents and (B) the release of any Collateral to the extent such Collateral becomes an Excluded Asset or designation permitted hereunder or that has been consented to in accordance with Section 10.911.1; provided thatprovided, that no such release shall occur if (x) such Subsidiary Guarantor continues to be a guarantor in respect of the 2022 Senior Notes, 2024 Senior Notes, the 2025 Senior Notes, any Permitted Other Debt Junior Financing or Incremental Revolving Facility or (y) such Collateral continues to secure any Credit Agreement Refinancing Debt, Junior Financing or Incremental Revolving Facility or (ii) with (A) 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 that has been consented to in accordance with Section 11.1 or (iii) under the circumstances described in paragraph clause (b) below.
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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 Secured Party (without requirement of notice to or consent of any Lender Secured Party except as expressly required by Section 11.110.1) to take any action requested by the Borrower having the effect of releasing any Collateral or any Guarantor guarantee obligations (i)) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document (including, without limitation, (x) the release of any Subsidiary Guarantor from its obligations under the Loan Documents if such Person becomes an Excluded ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (y) the release from the Collateral of any assets disposed to a Person other than a Loan Party in accordance with this Agreement and (z) the release from the Collateral of any assets of any Person that was, but ceases to be, a Subsidiary Guarantor in accordance with this Agreement ) or designation permitted hereunder or that has been consented to in accordance with Section 10.910.1; provided that, that no such release shall occur if (x) such Subsidiary Guarantor continues to be a guarantor in respect of the 2022 Senior Notes, 2024 Senior Notes, the 2025 Senior Notes, any Permitted Other Debt Junior Financing or (y) such Collateral continues to secure any Credit Agreement Refinancing Debt, Junior Financing or (ii) with (A) 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 that has been consented to in accordance with Section 11.1 or (iii) under the circumstances described in paragraph (b) below.
Appears in 1 contract
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 Secured Party (without requirement of notice to or consent of any Lender Secured Party except as expressly required by Section 11.110.1) to take any action requested by the Borrower having the effect of releasing any Collateral or any Guarantor guarantee obligations (i)) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document (including, without limitation, (w) the release of any Subsidiary Guarantor from its obligations under the Loan Documents if such Person becomes an Excluded ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder, (x) the release of any Subsidiary Guarantor from its obligations under the Loan Documents if, prior to the Discharge of First Lien Obligations, such Person ceases to guarantee the obligations under the First Lien Loan Documents, (y) the release from the Collateral of any assets disposed to a Person other than a Loan Party in accordance with this Agreement and (z) the release from the Collateral of any assets of any Person that ceases to be a Subsidiary Guarantor in accordance with this Agreement ) or designation permitted hereunder or that has been consented to in accordance with Section 10.910.1; provided that, that no such release shall occur if (x) such Subsidiary Guarantor continues to be a guarantor in respect of the 2022 Senior Notes, 2024 Senior Notes, the 2025 Senior Notes, any Permitted Other Debt Junior Financing or (y) such Collateral continues to secure any Credit Agreement Refinancing Debt, Junior Financing or (ii) with (A) 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 that has been consented to in accordance with Section 11.1 or (iii) under the circumstances described in paragraph (b) below.
Appears in 1 contract
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 Secured Party (without requirement of notice to or consent of any Lender Secured Party except as expressly required by Section 11.1) to take any action requested by the Borrower having the effect of releasing any Collateral or guarantee obligations (i) to the extent necessary to permit consummation of any transaction not prohibited by any Loan Document (including, without limitation, the release of any Guarantor (i), from its obligations if such Person becomes an Excluded ceases to be a Subsidiary as a result of a transaction permitted hereunder) or designation permitted hereunder or that has been consented to in accordance with Section 10.911.1; provided that, 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 Unsecured Debt, Permitted Unsecured Refinancing Debt or any Credit Agreement Refinancing Debt, Subordinated Indebtedness or (ii) with (A) 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 that has been consented to in accordance with Section 11.1 or (iii) under the circumstances described in paragraph (b) below.
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