Common use of Guarantee Matters Clause in Contracts

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. (b) The Lenders irrevocably authorize the Administrative Agent to determine, in connection with any Foreign Subsidiary becoming a Subsidiary Guarantor on or after the Effective Date, the terms and conditions of any limitations to be set forth in the Subsidiary Guarantor Counterpart to be executed by such Foreign Subsidiary if the Administrative Agent determines (or is advised by counsel) that such limitations are required by applicable Law or are otherwise customary and appropriate for Guarantees provided by Persons organized in the jurisdiction of organization of such Foreign Subsidiary.

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. (b) [Reserved]. (c) The Lenders Lender Parties irrevocably authorize the Administrative Agent Agent, in its discretion to release any Subsidiary Guarantor from its obligations under the Obligations Guarantee Guaranty if such Subsidiary Guarantor (i) after the Closing Date, Person ceases to be a direct or indirect OZ Subsidiary of Ultimate Parent the Issuer as a result of a transaction permitted hereunder, under Section 6.05; and (iid) 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 Requisite Lenders (or such greater number of Lenders as may be required pursuant to Section 10.05) will confirm in writing the Administrative Agent’s authority to release any Subsidiary Guarantor from its obligations under the Obligations Guarantee Guaranty pursuant to Section 9.10(c). In each case as specified in Section 9.10(c), the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrowers’ expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such Guarantor from its obligations under the Guaranty, in each case without recourse, representation or warranty and in accordance with the terms of the Credit Documents and Section 9.10(c) and subject to the Administrative Agent’s receipt of a certification by a Borrower and applicable Credit Party stating that such transaction is in compliance with this Section 10.10. Agreement and the other Credit Documents and as to such other matters with respect thereto as the Administrative Agent may reasonably request (b) The and the Lenders irrevocably hereby authorize and direct the Administrative Agent to determine, conclusively rely on such certificate as evidence that the applicable transaction is permitted under the Credit Documents in connection with any Foreign Subsidiary becoming a Subsidiary Guarantor on or after the Effective Date, the terms and conditions of any limitations to be set forth in the Subsidiary Guarantor Counterpart to be executed by such Foreign Subsidiary if the Administrative Agent determines (or is advised by counsel) that such limitations are required by applicable Law or are otherwise customary and appropriate for Guarantees provided by Persons organized in the jurisdiction of organization of such Foreign Subsidiaryperforming its obligations under this sentence).

Guarantee Matters. (a) The Lenders and the L/C Issuers 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 Effective 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 Effective 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 GuaranteeGuarantee ) 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. (b) The Lenders and each L/C Issuer irrevocably authorize the Administrative Agent to determine, in connection with any Foreign Subsidiary becoming a Subsidiary Guarantor on or after the Effective Date, the terms and conditions of any limitations to be set forth in the Subsidiary Guarantor Counterpart to be executed by such Foreign Subsidiary if the Administrative Agent determines (or is advised by counsel) that such limitations are required by applicable Law or are otherwise customary and appropriate for Guarantees provided by Persons organized in the jurisdiction of organization of such Foreign Subsidiary.