Common use of Guaranty and Borrower Matters Clause in Contracts

Guaranty and Borrower Matters. (a) The Lenders irrevocably authorize and direct each of the Administrative Agent and without any consent or action by any Lender: (i) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; provided that, it is understood and agreed that this Section 8.10(a)(i) shall not permit the release of the Parent from its obligations under the Guaranty; (ii) in the case of the Guaranty of RockTenn, to release the Guaranty of RockTenn when all Existing RockTenn Senior Notes have been redeemed, repurchased or defeased (including any refinancing or replacement of such Indebtedness with Indebtedness of the Parent that is not guaranteed by RockTenn); (iii) in the case of the Guaranty of MWV, to release the Guaranty of MWV when all Existing MWV Notes have been redeemed, repurchased or defeased (including any refinancing or replacement of such Indebtedness with Indebtedness of the Parent that is not guaranteed by MWV); and (iv) to release MWV Virginia as a Borrower in accordance with the terms of Section 9.19(d). (b) Immediately upon the occurrence of any event set forth in paragraph (a) of this Section 8.10, the applicable Guaranty shall automatically be released. (c) In connection with a release pursuant to this Section 8.10, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrowers’ expense, all documents that the applicable Credit Party shall reasonably request to evidence such 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 Guarantor (or, if applicable, Borrower) from its obligations under the Guaranty (or, if applicable, obligations as a Borrower under this Credit Agreement and other Credit Documents) pursuant to this Section 8.10; provided, however, that the Administrative Agent may not decline to release any guarantee (or, if applicable, Borrower) pursuant to this Section 8.10 due to the absence of any such confirmation.

Guaranty and Borrower Matters. (a) The Lenders irrevocably authorize and direct each of the Administrative Agent and without any consent or action by any Lender: (i) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; provided that, it is understood and agreed that this Section 8.10(a)(i) shall not permit the release of the Parent from its obligations under the Guaranty; (ii) in the case of the Guaranty of RockTennRKT, to release the Guaranty of RockTenn RKT when all Existing RockTenn RKT Senior Notes have been redeemed, repurchased or defeased (including any refinancing or replacement of such Indebtedness with Indebtedness of the Parent that is not guaranteed by RockTennRKT); (iii) in the case of the Guaranty of MWV, to release the Guaranty of MWV when all Existing MWV Notes have been redeemed, repurchased or defeased (including any refinancing or replacement of such Indebtedness with Indebtedness of the Parent that is not guaranteed by MWV); and (iv) to release MWV Virginia WRK Southeast as a the Borrower in accordance with the terms of Section 9.19(d9.20(d). (b) Immediately upon the occurrence of any event set forth in paragraph (a) of this Section 8.10, the applicable Guaranty shall automatically be released. (c) In connection with a release pursuant to this Section 8.10, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such 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 Guarantor (or, if applicable, BorrowerWRK Southeast) from its obligations under the Guaranty (or, if applicable, obligations as a the Borrower under this Credit Agreement and the other Credit Documents) pursuant to this Section 8.10; provided, however, that the Administrative Agent may not decline to release any guarantee (or, if applicable, BorrowerWRK Southeast) pursuant to this Section 8.10 due to the absence of any such confirmation.

Guaranty and Borrower Matters. (a) The Lenders irrevocably authorize and direct each of the Administrative Agent and without any consent or action by any Lender: (i) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; provided that, it is understood and agreed that this Section 8.10(a)(i) shall not permit the release of the Parent from its obligations under the Guaranty; (ii) in the case of the Guaranty of RockTenn, to release the Guaranty of RockTenn when all Existing RockTenn Senior Notes have been redeemed, repurchased or defeased (including any refinancing or replacement of such Indebtedness with Indebtedness of the Parent that is not guaranteed by RockTenn); (iii) in the case of the Guaranty of MWV, to release the Guaranty of MWV when all Existing MWV Notes have been redeemed, repurchased or defeased (including any refinancing or replacement of such Indebtedness with Indebtedness of the Parent that is not guaranteed by MWV); and (iv) to release MWV MWVWestRock Virginia as a Borrower in accordance with the terms of Section 9.19(d9.199.20(d). (b) Immediately upon the occurrence of any event set forth in paragraph (a) of this Section 8.10, the applicable Guaranty shall automatically be released. (c) In connection with a release pursuant to this Section 8.10, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrowers’ expense, all documents that the applicable Credit Party shall reasonably request to evidence such 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 Guarantor (or, if applicable, Borrower) from its obligations under the Guaranty (or, if applicable, obligations as a Borrower under this Credit Agreement and other Credit Documents) pursuant to this Section 8.10; provided, however, that the Administrative Agent may not decline to release any guarantee (or, if applicable, Borrower) pursuant to this Section 8.10 due to the absence of any such confirmation.

Guaranty and Borrower Matters. (a) The Lenders irrevocably authorize and direct each of the Administrative Agent and without any consent or action by any Lender: (i) to release any Guarantor (other than Holdco) from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder; provided that, it is understood and agreed that this Section 8.10(a)(i) shall not permit the release of the Parent from its obligations under the Guaranty; (ii) in the case of the Guaranty of RockTenn, to release the Guaranty of RockTenn when all Existing RockTenn Senior Notes have been redeemed, repurchased or defeased (including any refinancing or replacement of such Indebtedness with Indebtedness of the Parent that is not guaranteed by RockTenn); (iii) in the case of the Guaranty of MWV, to release the Guaranty of MWV when all Existing MWV Notes have been redeemed, repurchased or defeased (including any refinancing or replacement of such Indebtedness with Indebtedness of the Parent that is not guaranteed by MWV); and (iv) to release MWV WestRock Virginia as a Borrower in accordance with the terms of Section 9.19(d9.20(d). (b) Immediately upon the occurrence of any event set forth in paragraph (a) of this Section 8.10, the applicable Guaranty shall automatically be released. (c) In connection with a release pursuant to this Section 8.10, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrowers’ expense, all documents that the applicable Credit Party shall reasonably request to evidence such 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 Guarantor (or, if applicable, Borrower) from its obligations under the Guaranty (or, if applicable, obligations as a Borrower under this Credit Agreement and other Credit Documents) pursuant to this Section 8.10; provided, however, that the Administrative Agent may not decline to release any guarantee (or, if applicable, Borrower) pursuant to this Section 8.10 due to the absence of any such confirmation.

Guaranty and Borrower Matters. (a) The Lenders irrevocably authorize and direct each of the Administrative Agent and without any consent or action by any Lender: (i) to release any Guarantor from its obligations under the applicable Guaranty if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunderhereunder or subject to Section 6.12; provided that, it is understood and agreed that this Section 8.10(a)(i) shall not permit the release of the Parent from its obligations under the GuarantyGuaranty (unless it is simultaneously ceasing to be the Parent due to a Permitted Holdco Reorganization); (ii) in the case of the Guaranty of RockTenn, to release the Guaranty of RockTenn when all Existing RockTenn Senior Notes have been redeemed, repurchased or defeased (including any refinancing or replacement of such Indebtedness with Indebtedness of the Parent that is not guaranteed by RockTenn); (iii) in the case of the Guaranty of MWV, to release the Guaranty of MWV when all Existing MWV Notes have been redeemed, repurchased or defeased (including any refinancing or replacement of such Indebtedness with Indebtedness of the Parent that is not guaranteed by MWV); and (iviii) to release MWV Virginia WRK Southeast as a the Borrower in accordance with the terms of Section 9.19(d9.20(d). (b) Immediately upon the occurrence of any event set forth in paragraph (a) of this Section 8.10, the applicable Guaranty shall automatically be released. (c) In connection with a release pursuant to this Section 8.10, the Administrative Agent shall promptly execute and deliver to the applicable Credit Party, at the Borrowers’ Borrower’s expense, all documents that the applicable Credit Party shall reasonably request to evidence such 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 Guarantor (or, if applicable, BorrowerWRK Southeast) from its obligations under the Guaranty (or, if applicable, obligations as a the Borrower under this Credit Agreement and the other Credit Documents) pursuant to this Section 8.10; provided, however, that the Administrative Agent may not decline to release any guarantee (or, if applicable, BorrowerWRK Southeast) pursuant to this Section 8.10 due to the absence of any such confirmation.