Guarantee Matters. The Lenders and the Issuing Banks irrevocably authorize the Administrative Agent, at its option and in its discretion:
Guarantee Matters. (a) Within thirty (30) days (or such longer period as the Administrative Agent may agree in writing) after the acquisition or formation of any wholly-owned Material Subsidiary (including upon a wholly-owned non-Material Subsidiary becoming a Material Subsidiary), the Parent shall cause such Person to (i) become a Guarantor by executing and delivering to the Administrative Agent a joinder to the Guarantee Agreement and (ii) deliver to the Administrative Agent (A) documents of the types referred to in Sections 4.01(a)(iii) and (iv) and (B) favorable opinions of counsel to such Person (which, as to certain matters as agreed to by the Administrative Agent, may be internal counsel and which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (i)), all in form, content and scope reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no less than wholly-owned Material Subsidiary existing on or after the Closing Date shall be required to become a Guarantor hereunder until such time as such Subsidiary becomes a wholly-owned Material Subsidiary.
Guarantee Matters. The Lenders and the Issuing Banks irrevocably authorize the Administrative Agent, at its option and in its discretion to release either or both of TRS or ROC from its obligations under the Guarantee Agreement if TRS or ROC, as the case may be, ceases to be a Subsidiary of Rayonier as a result of a transaction that is permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's authority to release TRS or ROC, as the case may be, from its obligations under the Guarantee Agreement pursuant to this Section 7.10.
Guarantee Matters. The Lenders and the Issuing Banks irrevocably authorize the Administrative Agent, at its option and in its discretion to release any Guarantor from its obligations under the Guarantee if such Person ceases to be a Subsidiary as a result of a transaction that is permitted under the Loan Documents, including any release required under Section 5.01(l)(iv). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's authority to release any Guarantor from its obligations under the Guarantee pursuant to this Section 7.10.
Guarantee Matters. Each of the Banks (including in its capacity as an Issuing Bank or a potential Issuing Bank, as applicable) irrevocably authorize the Administrative Agent, to release a Subsidiary Guarantor from its obligations under the Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Banks will confirm in writing the Administrative Agent’s authority to release any Subsidiary Guarantor from its obligations under the Guarantee pursuant to this Section 7.09. In each case as specified in this Section 7.09, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 7.09.
Guarantee Matters. (a) The Lenders irrevocably authorize the Administrative Agent to release any Subsidiary Guarantor from its obligations under the Obligations Guarantee if such Subsidiary Guarantor (i) after the Closing Date, ceases to be a Subsidiary of Ultimate Parent as a result of a transaction permitted hereunder, (ii) originally became a Subsidiary Guarantor on or after the Closing Date pursuant to Section 6.12 and is no longer required pursuant to the terms of such Section to be a Subsidiary Guarantor (after giving effect to any other releases of such Subsidiary Guarantor from its Guarantees of other Indebtedness to occur substantially simultaneously with the release of its obligations under the Obligations Guarantee) or (iii) was voluntarily designated by Ultimate Parent as a Subsidiary Guarantor and Ultimate Parent requests, in writing, that the Administrative Agent release it from the Obligations Guarantee and no Event of Default would immediately result from such a release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Subsidiary Guarantor from its obligations under the Obligations Guarantee pursuant to this Section 10.10.
Guarantee Matters. The Lenders and each L/C Issuer irrevocably authorize the Administrative Agent, without any further authorization from any Lender or any L/C Issuer, to release any Guarantor from its obligations under the Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or is designated as an Unrestricted Subsidiary pursuant to the provisions of Section 10.25 hereof.
Guarantee Matters. Promptly upon and, in any event, within 30 days of (a) any Subsidiary becoming a Subsidiary Guarantor under and as defined in the Incorporated Agreement or (b) any Foreign Subsidiary executing and delivering an accession agreement to the Foreign Designated Company Guarantee under and as defined in the Incorporated Agreement, the Borrower shall cause such Subsidiary to execute and deliver to the Bank an accession agreement in the form of Annex 1 to the Guarantee, appropriately completed, and deliver to the Bank documents of the type delivered under the Incorporated Agreement, all in the form, content and scope reasonably satisfactory to the Bank, provided, however, that no Foreign Subsidiary will be required to execute and deliver the Guarantee unless the Bank determines in its reasonable discretion and after consultation with the Borrower that there are (a) no legal restrictions that would make such execution and delivery not commercially feasible or (b) no “deemed dividend” or other tax issues that would result in income being attributable to Jacobs or any of its Subsidiaries as a result thereof.
Guarantee Matters. The Lenders hereby authorize the Administrative Agent at its option and in its discretion to release any Subsidiary Guarantor from its Obligations under any Loan Documents to which it is a party (a) if such Person ceases to be a Restricted Subsidiary or a Domestic Subsidiary of the Borrower or becomes an Excluded Subsidiary or (b) at the election of the Borrower (exercised in its sole discretion) in the case of any Subsidiary Guarantor that the Borrower caused to become a Subsidiary Guarantor pursuant to the last sentence of subsection 6.9 and that is not otherwise required to become a Subsidiary Guarantor pursuant to such subsection.
Guarantee Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 10.04 or with respect to a Lender’s right to file a proof of claim in an insolvency proceeding, no Lender Party shall have any right individually to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Credit Documents may be exercised solely by the Administrative Agent on behalf of the Lender Parties in accordance with the terms thereof.
