Common use of Guaranty Matters Clause in Contracts

Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent to release any Guarantor from its obligations under the Guaranty if (a) the Guaranty Release Date occurs or (b) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents. Upon delivery of a certificate of a Responsible Officer to the Administrative Agent certifying that (x)(i) the Guaranty Release Date has occurred or (ii) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents, as applicable, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person pursuant to this Section 9.10, the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release of such Person from its obligations 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 any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent to release any Guarantor from its obligations under the Guaranty if (a) the Guaranty Release Date occurs or (b) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents. Upon delivery of a certificate of a Responsible Officer to the Administrative Agent certifying that (x)(i) the Guaranty Release Date has occurred or (ii) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents, as applicable, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person pursuant to this Section 9.10, the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release of such Person from its obligations 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 any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent Agent, at its option and in its discretion to release any Guarantor from its obligations under the Guaranty if such Person (a) the Guaranty Release Date occurs or (b) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents. Upon delivery of a certificate of a Responsible Officer to the Administrative Agent certifying that hereunder, (x)(ib) the Guaranty Release Date has occurred or (ii) such Person ceases no longer is required to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents, as applicable, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person pursuant to this Section 9.106.15(c) or (c) has been designated as an Unrestricted Subsidiary (in each case, a “Release”). Notwithstanding the Administrative Agent shall (foregoing, to the extent applicable) deliver that following any such Release, any Real Property Asset owned by an otherwise to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release released Guarantor that is obligated in respect of such Person from its obligations under the Loan Documentsoutstanding recourse debt for Funded Debt shall not be deemed an Unencumbered Property hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the authority of the Administrative Agent's authority Agent to release any Guarantor from its obligations under the Guaranty hereunder pursuant to this Section 9.109.11. Upon the release of any Guarantor pursuant to this Section 9.11, the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of such Guarantor from its obligations under the Credit Documents.

Guaranty Matters. (a) If any Guarantor ceases to be a Subsidiary as a result of a transaction permitted hereunder, such Guarantor shall be automatically released from its obligations under the Guaranty pursuant to this Section 9.10. Upon such automatic release and at the Administrative Agent’s reasonable written request, the Borrower shall deliver to the Administrative Agent an officer’s certificate certifying that such Guarantor has ceased to be a Subsidiary. (b) If any Guarantor ceases to be a Material Domestic Subsidiary, the Borrower may give written notice thereof to the Administrative Agent requesting the release of such Guarantor from the Guaranty. Such request shall be accompanied by (i) an officer’s certificate certifying that such Guarantor has ceased to be a Material Domestic Subsidiary and (ii) information reasonably satisfactory to the Administrative Agent to evidence that such Guarantor is not a Material Domestic Subsidiary. The Lenders and the L/C Issuers irrevocably authorize the Administrative Agent to release any such Guarantor from its obligations under the Guaranty if (a) and the Guaranty Release Date occurs or (b) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents. Upon delivery of a certificate of a Responsible Officer to the Administrative Agent certifying that (x)(i) the Guaranty Release Date has occurred or (ii) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents, as applicable, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person pursuant to this Section 9.10, the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release of such Person from its obligations under the other Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's ’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case specified in this Section 9.10, 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 evidence the release of such Guarantor from its obligations under the Guaranty and the other Loan Documents, in each case in accordance with the terms of the Loan Documents and this Section 9.10.

Guaranty Matters. The Lenders, the Swing Line Lenders and the L/C Issuers irrevocably authorize the Administrative Agent to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (a) the Guaranty Release Date occurs or (b) if such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan DocumentsDocuments or (b) if such Subsidiary ceases to, or substantially contemporaneously with the release of its Subsidiary Guaranty hereunder will cease to, or at such time does not, Guarantee any Existing Notes or other Material Indebtedness of Holdings or the Company. Upon delivery of a The Administrative Agent shall effect any such release permitted by the immediately preceding sentence at the Company’s request (and shall, at the Company’s expense execute and deliver such documentations as the Company may reasonably request to effect, evidence or acknowledge such release); provided that the Company shall deliver an certificate of a Responsible Officer to the Administrative Agent certifying Agent, representing and warranting that (x)(ii) the Guaranty Release Date no Default has occurred and is continuing or would result from such release and (ii) such the Person ceases to be released is not required to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents, as applicable, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person pursuant to this Section 9.10, the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release terms of such Person from its obligations under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's ’s authority to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

Guaranty Matters. The Lenders Each Bank acknowledges and irrevocably authorize consents to the Administrative Agent to release and discharge of any Guarantor Subsidiary from its obligations under the Subsidiary Guaranty if (a) by the Guaranty Release Date occurs Administrative Agent, without any further consent or (b) such Person ceases to be a Material Domestic Subsidiary authorization by the Banks, as a result of a transaction permitted under the Loan Documents. Upon delivery Change in Status of a certificate of a Responsible Officer to Guarantor Subsidiary. The Borrower may notify the Administrative Agent certifying that (x)(i) the Guaranty Release Date has occurred or (ii) such Person ceases to be a Material Domestic Subsidiary as a result of any Change in Status of a transaction permitted under the Loan DocumentsGuarantor Subsidiary by delivering an Officer’s Certificate, as applicable, which shall include a reasonably detailed description of such Change in Status and (y) a certification that no Default or Event of Default exists and is continuing, such Guarantor shall be automatically released or would result from the Guaranty. Upon release of any Person pursuant to this Section 9.10, the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release of such Person Guarantor Subsidiary from its obligations under the Loan DocumentsSubsidiary Guaranty. Such Officer’s Certificate shall be delivered no later than simultaneously with the delivery of a Compliance Certificate pursuant to Section 7.2 with respect to the Fiscal Quarter during which such Change in Status occurs. Upon acceptance of such Officer’s Certificate by the Administrative Agent, such Guarantor Subsidiary will be released and discharged from its obligations under the Subsidiary Guaranty, automatically, without any further action by the Administrative Agent or any Bank, and the Subsidiary that is subject to such Change in Status shall no longer be a Guarantor Subsidiary. Upon request by the Administrative Agent at any time, the Required Lenders Banks will confirm in writing the Administrative Agent's ’s authority to take any steps to effect the release of any Guarantor Subsidiary from its obligations under the Subsidiary Guaranty pursuant to this Section 9.1010.11.

Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent Agent, at its option and in its discretion to release any Guarantor from its obligations under the Guaranty if such Person (a) the Guaranty Release Date occurs or (b) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents. Upon delivery of a certificate of a Responsible Officer to the Administrative Agent certifying that hereunder, (x)(ib) the Guaranty Release Date has occurred or (ii) such Person ceases no longer is required to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents, as applicable, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person pursuant to this Section 9.106.15(c) or (c) has been designated as an Unrestricted Subsidiary. Notwithstanding the foregoing, the Administrative Agent shall (to the extent applicable) deliver that following any such release, any Real Property Asset owned by an otherwise to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release released Guarantor that is obligated in respect of such Person from its obligations under the Loan Documentsoutstanding recourse debt for Funded Debt shall not be deemed an Unencumbered Property hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the authority of the Administrative Agent's authority Agent to release any Guarantor from its obligations under the Guaranty hereunder pursuant to this Section 9.109.11. Upon the release of any Guarantor pursuant to this Section 9.11, the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of such Guarantor from its obligations under the Credit Documents.

Guaranty Matters. The Lenders irrevocably authorize Upon the Administrative Agent to release any Guarantor from its obligations under written request of the Guaranty if (a) the Guaranty Release Date occurs or (b) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents. Upon delivery of a certificate of a Responsible Officer Borrower to the Administrative Agent certifying that (x)(i) the Guaranty Release Date has occurred or (ii) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan DocumentsAgent, as applicable, and (y) no Default exists and is continuing, such any Guarantor shall be automatically released from its Guaranty and its obligations in its capacity as a Guarantor subject to satisfaction of the Guaranty. Upon release of following conditions precedent: (i) such Guarantor ceasing to be an obligor under the FGL Holdings 2025 Senior Notes and it shall not have become an obligor under any Person refinancing Indebtedness in respect thereof (including any such refinancing Indebtedness incurred pursuant to this Section 9.107.04(t) but excluding, for the avoidance of doubt, the Loans), (ii) no Event of Default existing at such time and no Event of Default would result from such release and (iii) receipt by the Administrative Agent shall (of documentation evidencing the foregoing that is reasonably satisfactory to the extent applicable) deliver Administrative Agent (including, if requested, a customary certificate from a Responsible Officer of the Borrower as to the Borrowermatters in the preceding clauses (i) and (ii)). Each Lender and L/C Issuer hereby authorizes any such release contemplated by the preceding sentence and the execution and delivery by the Administrative Agent of documentation in connection therewith. In addition, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release of such Person from its obligations under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's ’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.109.11. ARTICLE X MISCELLANEOUS Section 10.01.

Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent to release any Guarantor from its obligations as a Guarantor under this Agreement pursuant to a written request made by the Guaranty Borrower, if (a) the Guaranty Release Date occurs or (b) such Person Guarantor ceases to be a Subsidiary of the Borrower or a Material Domestic Subsidiary of the Borrower that is a First Tier Subsidiary as a result of a transaction permitted under this Agreement or (b) such Guarantor is an Elective Guarantor at the Loan Documentstime of such release. Upon delivery of Any such request shall be accompanied by a certificate of a Responsible Financial Officer to of the Administrative Agent Borrower certifying (which certification shall constitute a representation and warranty by the Borrower hereunder) that (x)(ii) the Guaranty Release Date has occurred no Event of Default then exists or will exist after giving effect to such release, (ii) after giving pro forma effect to any such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under release occurring on or after the Loan DocumentsInvestment Grade Rating Date, as applicablethe Borrower is in compliance with Section 6.3(b)(i), and (yiii) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon conditions for release of any Person pursuant to set forth in this Section 9.10, the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release of such Person from its obligations under the Loan Documents8.10 have been satisfied. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's ’s authority to release any Guarantor from its obligations under the Guaranty this Agreement pursuant to this Section 9.10the terms and conditions hereof.

Guaranty Matters. The Lenders Each Bank acknowledges and irrevocably authorize consents to the Administrative Agent to release and discharge of any Guarantor Subsidiary from its obligations under the Subsidiary Guaranty if (a) by the Guaranty Release Date occurs Administrative Agent, without any further consent or (b) such Person ceases to be a Material Domestic Subsidiary authorization by the Banks, as a result of a transaction permitted under the Loan Documents. Upon delivery Change in Status of a certificate of a Responsible Officer to Guarantor Subsidiary. The Borrower may notify the Administrative Agent certifying that (x)(i) the Guaranty Release Date has occurred or (ii) such Person ceases to be a Material Domestic Subsidiary as a result of any Change in Status of a transaction permitted under the Loan DocumentsGuarantor Subsidiary by delivering an Officer’s Certificate, as applicable, which shall include a reasonably detailed description of such Change in Status and (y) a certification that no Default or Event of Default exists and is continuing, such Guarantor shall be automatically released or would result from the Guaranty. Upon release of any Person pursuant to this Section 9.10, the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release of such Person Guarantor Subsidiary from its obligations under the Loan DocumentsSubsidiary Guaranty. Such Officer’s Certificate shall be delivered no later than simultaneously with the delivery of a Compliance Certificate pursuant to Section 7.2 with respect to the fiscal quarter during which such Change in Status occurs. Upon acceptance of such Officer’s Certificate by the Administrative Agent, such Guarantor Subsidiary will be released and discharged from its obligations under the Subsidiary Guaranty, automatically, without any further action by the Administrative Agent or any Bank, and the Subsidiary that is subject to such Change in Status shall no longer be a Guarantor Subsidiary. Upon request by the Administrative Agent at any time, the Required Lenders Banks will confirm in writing the Administrative Agent's ’s authority to take any steps to effect the release of any Guarantor Subsidiary from its obligations under the Subsidiary Guaranty pursuant to this Section 9.1010.11.

Guaranty Matters. The Lenders and the L/C Issuers irrevocably authorize the Administrative Agent to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (a) the Guaranty Release Date occurs or (b) if such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan DocumentsDocuments or (b) if such Subsidiary ceases to, or substantially contemporaneously with the release of its Subsidiary Guaranty hereunder will cease to, or at such time does not, Guarantee any Note Purchase Agreements. Upon delivery of The Administrative Agent shall effect any such release permitted by the immediately preceding sentence at the Company’s request (and shall, at the Company’s expense execute and deliver such documentation as the Company may reasonably request to effect, evidence or acknowledge such release); provided that the Company shall deliver a certificate of a Responsible Officer to the Administrative Agent certifying Agent, representing and warranting that (x)(ii) the Guaranty Release Date no Default has occurred and is continuing or would result from such release and (ii) such the Person ceases to be released is not required to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents, as applicable, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person pursuant to this Section 9.10, the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release terms of such Person from its obligations under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's ’s authority to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 9.10.

Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent to release any Guarantor from its obligations under the Guaranty if (a) the Guaranty Release Date occurs or (b) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents. Upon delivery of a certificate of a Responsible Officer to the Administrative Agent certifying that (x)(i) the Guaranty Release Date has occurred or (ii) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents, as applicable, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person pursuant to this Section 9.10, the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's ’s request and at the Borrower's ’s reasonable expense, such documents as may be reasonably necessary to evidence the release of such Person from its obligations under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's ’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent to release any Guarantor from its obligations under the Guaranty if (a) the Guaranty Release Date occurs or (b) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents. Upon delivery of a certificate of a Responsible Officer to the Administrative Agent certifying that (x)(i) the Guaranty Release Date has occurred or (ii) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents, as applicable, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person pursuant to this Section 9.10, the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's ’s request and at the Borrower's ’s reasonable expense, such documents as may be reasonably necessary to evidence the release of such Person from its obligations under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's ’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

Guaranty Matters. The Lenders irrevocably authorize Upon the Administrative Agent to release any Guarantor from its obligations under written request of the Guaranty if (a) the Guaranty Release Date occurs or (b) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents. Upon delivery of a certificate of a Responsible Officer Borrower to the Administrative Agent certifying that (x)(i) the Guaranty Release Date has occurred or (ii) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan DocumentsAgent, as applicable, and (y) no Default exists and is continuing, such any Guarantor shall be automatically released from its Guaranty and its obligations in its capacity as a Guarantor subject to satisfaction of the Guaranty. Upon release of following conditions precedent: (i) such Guarantor ceasing to be an obligor under the FGL Holdings 2025 Senior Notes and it shall not have become an obligor under any Person refinancing Indebtedness in respect thereof (including any such refinancing Indebtedness incurred pursuant to this Section 9.107.04(t) but excluding, for the avoidance of doubt, the Loans), (ii) no Event of Default existing at such time and no Event of Default would result from such release and (iii) receipt by the Administrative Agent shall (of documentation evidencing the foregoing that is reasonably satisfactory to the extent applicable) deliver Administrative Agent (including, if requested, a customary certificate from a Responsible Officer of the Borrower as to the Borrowermatters in the preceding clauses (i) and (ii)). Each Lender and L/C Issuer xxxxxx authorizes any such release contemplated by the preceding sentence and the execution and delivery by the Administrative Agent of documentation in connection therewith. In addition, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release of such Person from its obligations under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's ’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.109.11.

Guaranty Matters. The Lenders Each Bank acknowledges and irrevocably authorize consents to the Administrative Agent to release and discharge of any Guarantor Subsidiary from its obligations under the Subsidiary Guaranty if (a) by the Guaranty Release Date occurs Administrative Agent, without any further consent or (b) such Person ceases to be a Material Domestic Subsidiary authorization by the Banks, as a result of a transaction permitted under the Loan Documents. Upon delivery Change in Status of a certificate of a Responsible Officer to Guarantor Subsidiary. The Borrower may notify the Administrative Agent certifying that (x)(i) the Guaranty Release Date has occurred or (ii) such Person ceases to be a Material Domestic Subsidiary as a result of any Change in Status of a transaction permitted under the Loan DocumentsGuarantor Subsidiary by delivering an Officer’s Certificate, as applicable, which shall include a reasonably detailed description of such Change in Status and (y) a certification that no Default or Event of Default exists and is continuing, such Guarantor shall be automatically released or would result from the Guaranty. Upon release of any Person pursuant to this Section 9.10, the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release of such Person Guarantor Subsidiary from its obligations under the Loan DocumentsSubsidiary Guaranty. Such Officer’s Certificate shall be delivered no later than simultaneously with the delivery of a Compliance Certificate pursuant to Section 7.2 with respect to the fiscal quarter during which such Change in Status occurs. Upon acceptance of such Officer’s Certificate by the Administrative Agent, such Guarantor Subsidiary will be released and discharged from its obligations under the Subsidiary Guaranty, automatically, without any further action by the Administrative Agent or any Bank, and the Subsidiary that is subject to such Change in Status shall no longer be a Guarantor Subsidiary. Upon request by the Administrative Agent at any time, the Required Lenders Banks will confirm in writing the Administrative Agent's ’s authority to take any steps to effect the release of any Guarantor Subsidiary from its obligations under the Subsidiary Guaranty pursuant to this Section 9.10.10.11. LA\4060806.14

Guaranty Matters. (a) The Lenders irrevocably authorize the Administrative Agent Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty if (a) the Guaranty Release Date occurs or (bi) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents. Upon delivery of a certificate of a Responsible Officer to the Administrative Agent certifying that (x)(i) the Guaranty Release Date has occurred hereunder or (ii) such Person ceases to be a Material Domestic Subsidiary as a result of in connection with a transaction permitted under the Loan Documents, as applicable, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person pursuant to this Section 9.107.04. (b) In addition, the Lenders irrevocably authorize the Administrative Agent shall (to to, and the extent applicable) deliver to the BorrowerAdministrative Agent shall, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release of such Person any Material Subsidiary that is a Guarantor from its obligations under the Guaranty upon receipt by Administrative Agent of (i) a certification from the Parent Guarantor that none of the Material Subsidiaries of the Parent Guarantor to be released from the Guaranty have created, incurred, assumed or suffered to exist or are otherwise liable with respect to (whether as a borrower, co-borrower, guarantor or otherwise) any Indebtedness (including without limitation under any Swap Contract), other than the Indebtedness under the Loan Documents and the Revolving Credit Documents, and (ii) evidence that such Material Subsidiaries shall be simultaneously released from the guaranty under the Revolving Credit Agreement. For the avoidance of doubt, this Section 9.10(b) shall not permit or result in any release of Parent Guarantor from the Guaranty, or limit the provisions of Section 6.12. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's ’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent to release any Guarantor from its obligations under the Guaranty if (a) the Guaranty Release Date occurs or (b) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents. Upon delivery of a certificate of a Responsible Officer to the Administrative Agent certifying that (x)(i) the Guaranty Release Date has occurred or (ii) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents, as applicable, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person pursuant to this Section 9.10, the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release of such Person from its obligations 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 any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

Guaranty Matters. The Lenders, the Swing Line Lenders and the L/C Issuers irrevocably authorize the Administrative Agent to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty if (a) the Guaranty Release Date occurs or (b) if such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan DocumentsDocuments or (b) if such Subsidiary ceases to, or substantially contemporaneously with the release of its Subsidiary Guaranty hereunder will cease to, or at such time does not, Guarantee any Existing Notes or other Material Indebtedness of Holdings or the Company. Upon delivery of a The Administrative Agent shall effect any such release permitted by the immediately preceding sentence at the Company’s request (and shall, at the Company’s expense execute and deliver such documentations as the Company may reasonably request to effect, evidence or acknowledge such release); provided that the Company shall deliver an certificate of a Responsible Officer to the Administrative Agent certifying Agent, representing and warranting that (x)(ii) the Guaranty Release Date no Default has occurred and is continuing or would result from such release and (ii) such the Person ceases to be released is not required to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents, as applicable, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person pursuant to this Section 9.10, the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release terms of such Person from its obligations under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders Lxxxxxx will confirm in writing the Administrative Agent's ’s authority to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion to release any Guarantor (but not the REIT Guarantor) from its obligations under the Guaranty if such Person (a) ceases to be a Subsidiary as a result of a transaction permitted hereunder, (b) no longer is required to be a Guarantor pursuant to Section 6.14(c) or (c) has been designated as an Unrestricted Subsidiary or is otherwise released pursuant to Section 11.08 (in each case, a “Release”). Notwithstanding the foregoing, to the extent that following any such Release, any Real Property Asset owned by an otherwise to be released Guarantor that is obligated in respect of outstanding recourse debt for Funded Debt shall not be deemed an Unencumbered Property hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the authority of the Administrative Agent to release any Guarantor from its obligations under the Guaranty if (a) the Guaranty Release Date occurs or (b) such Person ceases hereunder pursuant to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documentsthis Section 9.10. Upon delivery of a certificate of a Responsible Officer to the Administrative Agent certifying that (x)(i) the Guaranty Release Date has occurred or (ii) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents, as applicable, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person Guarantor pursuant to this Section 9.10, the Administrative Agent shall (to the extent applicable) deliver to the BorrowerCredit Parties, upon the Borrower's Credit Parties’ request and at the Borrower's reasonable Credit Parties’ expense, such documents documentation as may be is reasonably necessary to evidence the release of such Person from its obligations 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 any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10Credit Documents.

Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent Agent, at its option and in its discretion: (a) to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person (a) the Guaranty Release Date occurs or (b) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents. Upon delivery of a certificate of a Responsible Officer to the Administrative Agent certifying that hereunder, (x)(ib) the Guaranty Release Date has occurred or (ii) such Person ceases no longer is required to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents, as applicable, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person pursuant to this Section 9.106.15, or (c) has been designated as an Excluded Subsidiary (in each case, a “Release”). Notwithstanding the Administrative Agent shall (foregoing, to the extent applicable) deliver that following any such Release, any Real Property Asset owned by an otherwise to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release released Subsidiary Guarantor that is obligated in respect of such Person from its obligations under the Loan Documentsoutstanding recourse debt for Indebtedness shall not be deemed an Unencumbered Property hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the authority of the Administrative Agent's authority Agent to release any Subsidiary Guarantor from its obligations hereunder pursuant to this Section 9.11. Upon the release of any Subsidiary Guarantor pursuant to this Section 9.11, the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of such Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.10Credit Documents.

Guaranty Matters. The Lenders Each Bank acknowledges and irrevocably authorize consents to the Administrative Agent to release and discharge of any Guarantor Subsidiary from its obligations under the Subsidiary Guaranty if (a) by the Guaranty Release Date occurs Administrative Agent, without any further consent or (b) such Person ceases to be a Material Domestic Subsidiary authorization by the Banks, as a result of a transaction permitted under the Loan Documents. Upon delivery Change in Status of a certificate of a Responsible Officer to Guarantor Subsidiary. The Borrower may notify the Administrative Agent certifying that (x)(i) the Guaranty Release Date has occurred or (ii) such Person ceases to be a Material Domestic Subsidiary as a result of any Change in Status of a transaction permitted under the Loan DocumentsGuarantor Subsidiary by delivering an Officer’s Certificate, as applicable, which shall include a reasonably detailed description of such Change in Status and (y) a certification that no Default or Event of Default exists and is continuing, such Guarantor shall be automatically released or would result from the Guaranty. Upon release of any Person pursuant to this Section 9.10, the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release of such Person Guarantor Subsidiary from its obligations under the Loan DocumentsSubsidiary Guaranty. Such Officer’s Certificate shall be delivered no later than simultaneously with the delivery of a Compliance Certificate pursuant to Section 7.2 with respect to the fiscal quarter during which such Change in Status occurs. Upon acceptance of such Officer’s Certificate by the Administrative Agent, such Guarantor Subsidiary will be released and discharged from its obligations under the Subsidiary Guaranty, automatically, without any further action by the Administrative Agent or any Bank, and the Subsidiary that is subject to such Change in Status shall no longer be a Guarantor Subsidiary. Upon request by the Administrative Agent at any time, the Required Lenders Banks will confirm in writing the Administrative Agent's ’s authority to take any steps to effect the release of any Guarantor Subsidiary from its obligations under the Subsidiary Guaranty pursuant to this Section 9.10.10.11. 92

Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person (a) the Guaranty Release Date occurs or (b) such Person ceases to be a Material Domestic Subsidiary of Ultimate Parent as a result of a transaction permitted under the Loan Documents. Upon delivery of a certificate of a Responsible Officer to the Administrative Agent certifying that hereunder, (x)(ib) the Guaranty Release Date has occurred or (ii) such Person ceases to be a Material Domestic Subsidiary guarantor under all other Indebtedness (other than the Obligations) of the Borrower owing to any Person other than Ultimate Parent or its Subsidiaries in an aggregate principal amount exceeding $350,000,000 or (c) was voluntarily designated by Ultimate Parent as a result of a transaction permitted under the Loan DocumentsSubsidiary Guarantor and Ultimate Parent requests, as applicablein writing, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person pursuant to this Section 9.10, that the Administrative Agent release it from the Guaranty and no Event of Default would immediately result from such a release; provided, that so long as Actavis is an obligor in respect of the Existing Notes (as defined in the definition of “Post-Closing Restructuring”), Actavis shall (to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may not be reasonably necessary to evidence the release of such Person released from its obligations under the Loan DocumentsGuaranty pursuant to this clause (c). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's ’s authority to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.1010.10.

Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent to release any Guarantor from its obligations under the Guaranty if (a) the Guaranty Release Date occurs or (b) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents. Upon delivery of a certificate of a Responsible Officer to the Administrative Agent certifying that (x)(i) the Guaranty Release Date has occurred or (ii) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents, as applicable, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person pursuant to this Section 9.10, the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's ’s request and at the Borrower's ’s reasonable expense, such documents as may be reasonably necessary to evidence the release of such Person from its obligations under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders Xxxxxxx will confirm in writing the Administrative Agent's ’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

Guaranty Matters. The Lenders irrevocably authorize the Administrative Agent Agent, at its option and in its discretion to release any Guarantor from its obligations under the Guaranty if such Person (a) the Guaranty Release Date occurs or (b) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents. Upon delivery of a certificate of a Responsible Officer to the Administrative Agent certifying that hereunder, (x)(ib) the Guaranty Release Date has occurred or (ii) such Person ceases no longer is required to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents, as applicable, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person pursuant to this Section 9.106.15, or (c) has been designated as an Excluded Subsidiary (in each case, a “Release”). Notwithstanding the Administrative Agent shall (foregoing, to the extent applicable) deliver that following any such Release, any Real Property Asset owned by an otherwise to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release released Guarantor that is obligated in respect of such Person from its obligations under the Loan Documentsoutstanding recourse debt for Indebtedness shall not be deemed a Borrowing Base Property hereunder. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the authority of the Administrative Agent's authority Agent to release any Guarantor from its obligations under the Guaranty hereunder pursuant to this Section 9.109.11. Upon the release of any Guarantor pursuant to this Section 9.11, the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of such Guarantor from its obligations under the Credit Documents.

Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent to release any Guarantor from its obligations under the Guaranty if (a) the Guaranty Release Date occurs or (b) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents. Upon delivery of a certificate of a Responsible Officer to the Administrative Agent certifying that (x)(i) the Guaranty Release Date has occurred or (ii) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents, as applicable, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person pursuant to this Section 9.10, the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release of such Person from its obligations 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 any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.

Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person (a) the Guaranty Release Date occurs or (b) such Person ceases to be a Material Domestic Subsidiary of Parent as a result of a transaction permitted under the Loan Documents. Upon delivery of a certificate of a Responsible Officer to the Administrative Agent certifying that hereunder, (x)(ib) the Guaranty Release Date has occurred or (ii) such Person ceases to be a Material Domestic Subsidiary guarantor under all other Indebtedness (other than the Obligations) of the Borrower owing to any Person other than Parent or its Subsidiaries in an aggregate principal amount exceeding $200,000,000 or (c) was voluntarily designated by Parent as a result of a transaction permitted under the Loan DocumentsSubsidiary Guarantor and Parent requests, as applicablein writing, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person pursuant to this Section 9.10, that the Administrative Agent release it from the Guaranty and no Event of Default would immediately result from such a release; provided, that so long as Actavis is an obligor in respect of the Existing Notes (as defined in the definition of “Post-Closing Restructuring”), Actavis shall (to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may not be reasonably necessary to evidence the release of such Person released from its obligations under the Loan DocumentsGuaranty pursuant to this clause (c). Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent's ’s authority to release any Subsidiary Guarantor from its obligations under the Guaranty pursuant to this Section 9.1010.10.

Guaranty Matters. The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent to release any Guarantor from its obligations under the Guaranty if (a) the Guaranty Release Date occurs or (b) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents. Upon delivery of a certificate of a Responsible Officer to the Administrative Agent certifying that (x)(i) the Guaranty Release Date has occurred or (ii) such Person ceases to be a Material Domestic Subsidiary as a result of a transaction permitted under the Loan Documents, as applicable, and (y) no Default exists and is continuing, such Guarantor shall be automatically released from the Guaranty. Upon release of any Person pursuant to this Section 9.10, the Administrative Agent shall (to the extent applicable) deliver to the Borrower, upon the Borrower's request and at the Borrower's reasonable expense, such documents as may be reasonably necessary to evidence the release of such Person from its obligations under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders Xxxxxxx will confirm in writing the Administrative Agent's authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10.