Common use of Release of Collateral or Guarantors Clause in Contracts

Release of Collateral or Guarantors. (a) . (a) Each Lender and Issuing Bank hereby consents to the release and hereby directs the Administrative Agent and the Collateral Agent to release (or, in the case of clause (iii)(B) below, release or subordinate) the following: (i) any Guarantor from its guaranty of any Obligation pursuant to Section 7.11 or if such Guarantor ceases to be a Subsidiary (including as a result of its designation as an Unrestricted Subsidiary in accordance with the terms of this Agreement), and such Guarantor will be automatically released from its Obligations thereunder; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Incremental Equivalent Debt, any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness, any Material Indebtedness that is Junior Financing or any Permitted Refinancing in respect of any of the foregoing; (ii) any Lien held by the Collateral Agent for the benefit of the Secured Parties against any Guarantor upon the release of such Guarantor from its guaranty pursuant to clause (i) above; and (iii) any Lien held by the Collateral Agent for the benefit of the Secured Parties against (A) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Party in a transaction permitted by the Credit Documents (including pursuant to a valid waiver or consent and including assets and equity interests sold, transferred, conveyed, disposed of and/or contributed as part of the Potential Transfers and which, in case of the Potential Transfers, shall be automatically released),

Appears in 1 contract

Sources: Credit and Guaranty Agreement (Artivion, Inc.)

Release of Collateral or Guarantors. (a) . (a) Each Lender and Issuing Bank L/C Issuer hereby consents to the release and hereby directs the Administrative Agent and the Collateral Agent to release (or, in the case of clause (iii)(Bb)(ii) below, release or subordinate) the following: (ia) any Subsidiary of the Borrower that is a Guarantor from its guaranty of any Obligation pursuant to Section 7.11 or if such Guarantor Person ceases to be a Material Domestic Subsidiary or becomes an Excluded Subsidiary (including other than pursuant to clause (a) of the definition thereof and other than any Excluded Subsidiary that the Borrower elected to designate as a Guarantor pursuant to Section 4.11) as a result of its a transaction or designation as an Unrestricted Subsidiary in accordance with the terms of this Agreement)permitted hereunder, and to the release of such Guarantor will be automatically released Subsidiary from its Obligations thereunderpledge of Collateral in support of its guaranty of the Obligations; provided provided, that no such release shall occur if such Guarantor continues to be a guarantor or obligor in respect of any Incremental Equivalent Debt, any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness, any Material Indebtedness that is Junior Financing or any Permitted Refinancing in respect of any of the foregoing;Financing; and (iib) any Lien held by the Collateral Agent for the benefit of the Secured Parties against any Guarantor upon the release of such Guarantor from its guaranty pursuant to clause (i) above; and (iii) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (Ai) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Party in a transaction permitted by the Credit Loan Documents (including pursuant to a valid waiver or consent consent) to a Person other than another Credit Party, (ii) any property subject to a Lien permitted hereunder in reliance upon subsection 5.1(i) or (j) and including assets and equity interests sold, transferred, conveyed, disposed of and/or contributed as part (iii) all of the Potential Transfers Collateral and whichall Credit Parties, upon the Facility Termination Date. Each Lender and L/C Issuer hereby directs the Administrative Agent, and the Administrative Agent hereby agrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in case of the Potential Transfers, shall be automatically released),this Section 8.10.

Appears in 1 contract

Sources: Credit Agreement (SelectQuote, Inc.)

Release of Collateral or Guarantors. (a) . (a) Each Lender and Issuing Bank L/C Issuer hereby consents to the release and hereby directs the Administrative Agent and the Collateral Agent to release (or, in the case of clause (iii)(Bb)(ii) below, release or subordinate) the following: (i) : 293. any Subsidiary of the Borrower that is a Guarantor from its guaranty of any Obligation pursuant to Section 7.11 or if such Guarantor Person ceases to be a Material Domestic Subsidiary or becomes an Excluded Subsidiary (including other than pursuant to clause (a) of the definition thereof and other than any Excluded Subsidiary that the Borrower elected to designate as a Guarantor pursuant to Section 4.11) as a result of its a transaction or designation as an Unrestricted Subsidiary in accordance with the terms of this Agreement)permitted hereunder, and to the release of such Guarantor will be automatically released Subsidiary from its Obligations thereunderpledge of Collateral in support of its guaranty of the Obligations; provided provided, that no such release shall occur if such Guarantor continues to be a guarantor or obligor in respect of any Incremental Equivalent Debt, any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness, any Material Indebtedness that is Junior Financing or any Permitted Refinancing in respect of any of the foregoing; (ii) Financing; and 294. any Lien held by the Collateral Agent for the benefit of the Secured Parties against any Guarantor upon the release of such Guarantor from its guaranty pursuant to clause (i) above; and (iii) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (Ai) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Party in a transaction permitted by the Credit Loan Documents (including pursuant to a valid waiver or consent consent) to a Person other than another Credit Party, (ii) any property subject to a Lien permitted hereunder in reliance upon subsection 5.1(i) or (j) and including assets and equity interests sold, transferred, conveyed, disposed of and/or contributed as part (iii) all of the Potential Transfers Collateral and whichall Credit Parties, upon the Facility Termination Date. Each Lender and L/C Issuer hereby directs the Administrative Agent, and the Administrative Agent hereby agrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in case of the Potential Transfers, shall be automatically released),this Section 8.10.

Appears in 1 contract

Sources: Credit Agreement (SelectQuote, Inc.)

Release of Collateral or Guarantors. (a) . (a) Each Lender and Issuing Bank L/C Issuer hereby consents to the release and hereby directs the Administrative Agent and the Collateral Agent to release (or, in the case of clause (iii)(Bb)(ii) below, release or subordinate) the following: (ia) any Subsidiary of the Borrower that is a Guarantor from its guaranty of any Obligation pursuant to Section 7.11 or if such Guarantor Person ceases to be a Material Domestic Subsidiary or becomes an Excluded Subsidiary (including other than pursuant to clause (a) of the definition thereof and other than any Excluded Subsidiary that the Borrower elected to designate as a Guarantor pursuant to Section 4.11) as a result of its a transaction or designation as an Unrestricted Subsidiary in accordance with the terms of this Agreement)permitted hereunder, and to the release of such Guarantor will be automatically released Subsidiary from its Obligations thereunderpledge of Collateral in support of its guaranty of the Obligations; provided provided, that no such release shall occur if such Guarantor continues to be a guarantor or obligor in respect of any Incremental Equivalent Debt, any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness, any Material Indebtedness that is Junior Financing or any Permitted Refinancing in respect of any of the foregoing;Financing; and (iia) [reserved]; and (b) any Lien held by the Collateral Agent for the benefit of the Secured Parties against any Guarantor upon the release of such Guarantor from its guaranty pursuant to clause (i) above; and (iii) any Lien held by the Collateral Administrative Agent for the benefit of the Secured Parties against (Ai) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Party in a transaction permitted by the Credit Loan Documents (including pursuant to a valid waiver or consent consent) to a Person other than another Credit Party, (ii) any property subject to a Lien permitted hereunder in reliance upon subsection 5.1(i) or (j) and including assets and equity interests sold, transferred, conveyed, disposed of and/or contributed as part (iii) all of the Potential Transfers Collateral and whichall Credit Parties, upon the Facility Termination Date. Each Lender and L/C Issuer hereby directs the Administrative Agent, and the Administrative Agent hereby agrees, upon receipt of reasonable advance notice from the Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in case of the Potential Transfers, shall be automatically released),this Section 8.10.

Appears in 1 contract

Sources: Credit Agreement (SelectQuote, Inc.)

Release of Collateral or Guarantors. (a) . (a) Each Lender and Issuing Bank hereby consents to the release and hereby directs the Administrative Agent and the Collateral Agent to release (or, in the case of clause (iii)(Bii)(B) below, release or subordinate) the following: (i) any Guarantor Subsidiary of Borrower from its guaranty of any Obligation if all of the Equity Interests of such Subsidiary owned by any Loan Party are sold or transferred in a transaction expressly permitted under the Loan Documents (including pursuant to Section 7.11 a waiver or if such Guarantor ceases to be a Subsidiary (including as a result of its designation as an Unrestricted Subsidiary in accordance with the terms of this Agreementconsent), and to the extent that, after giving effect to such Guarantor will transaction, such Subsidiary would not be automatically released from its required to guaranty any Obligations thereunderpursuant to the Loan Documents; provided that no such release shall occur if such Guarantor continues to be a guarantor in respect of any Incremental Equivalent Debt, any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness, any Material Indebtedness that is Junior Financing or any Permitted Refinancing in respect of any of the foregoing;and (ii) any Lien held by the Collateral Agent for the benefit of the Secured Parties against any Guarantor upon the release of such Guarantor from its guaranty pursuant to clause (i) above; and (iii) any Lien held by the Collateral Agent for the benefit of the Secured Parties Lenders against (A) any Collateral that is sold, transferred, conveyed or otherwise disposed of by a Credit Loan Party in a an Approved Sale or in any other transaction expressly permitted by the Credit Loan Documents (including pursuant to a valid waiver or consent and including assets and equity interests soldconsent), transferredto the extent all Liens required to be granted in such Collateral pursuant to the Loan Documents after giving effect to such transaction have been granted, conveyed, disposed of and/or contributed as part (B) any property subject to a Lien permitted hereunder in reliance upon clause (c) of the Potential Transfers definition of Permitted Indebtedness and which, in case clause (a) of the Potential Transfersdefinition of Permitted Liens and (C) all of the Collateral and all Loan Parties, shall be automatically releasedupon (x) the occurrence of the Termination Date and (y) to the extent requested by Agent, receipt by Agent and the Lenders of liability releases from the Loan Parties each in form and substance satisfactory to Agent. Each Lender hereby directs Agent, and Agent hereby agrees, upon receipt of reasonable advance written notice from Borrower, to execute and deliver or file such documents and to perform other actions reasonably necessary to release the guaranties and Liens when and as directed in this Section 10.19(k),.

Appears in 1 contract

Sources: Super Priority Senior Secured Debtor in Possession Loan and Security Agreement (iMedia Brands, Inc.)