Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. In addition, promptly following the Company’s written request to release a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver to the Company, at the Company’s expense, a release of such Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. 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.
Appears in 4 contracts
Samples: Credit Agreement (Vontier Corp), Credit Agreement (Fortive Corp), Credit Agreement (Vontier Corp)
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart Each of the Guaranty or such other document Lenders (including in its capacities as the Administrative Agent shall reasonably deem appropriate for such purpose, a potential Cash Management Bank and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iiia potential Hedge Bank) and (iv) each of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer Issuers irrevocably authorize the Administrative Agent, at its option and in its discretion, ,
(i) to release any Guarantor from its obligations under the Guaranty if (A) such Person ceases to be a Subsidiary or a Loan Party as a result of a transaction permitted under the Loan Documents. In addition, promptly following the Company’s written request Documents (including pursuant to Section 7.04) or (B) such Person is designated as an Unrestricted Subsidiary hereunder; and
(ii) to release a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver to the Company, at the Company’s expense, a release of such Guarantor any Designated Foreign Borrower from its obligations under the Guaranty, so long each Loan Document if such Person ceases to be a Designated Foreign Borrower as provided in Section 2.16(e).
(ib) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. 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 and/or any Designated Foreign Borrower from its obligations under the Loan Documents pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will promptly, at the Borrowers’ 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/or such Designated Foreign Borrower from its obligations under the Loan Documents, in each case, in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall have no liability whatsoever to any Credit Party as the result of effectuating or executing any document evidencing any release of any Loan Party by it as permitted (or which the Administrative Agent in good faith believes to be permitted) by this Section 9.10 and any execution and delivery of documents pursuant to this Section 9.10 shall be without recourse or warranty by the Administrative Agent.
Appears in 3 contracts
Samples: Credit Agreement (Vertex Pharmaceuticals Inc / Ma), Credit Agreement (Vertex Pharmaceuticals Inc / Ma), Credit Agreement (Vertex Pharmaceuticals Inc / Ma)
Guaranty Matters. At any such time as Each of the Company determines Lenders (including in its sole discretion, the Company may notify the Administrative Agent of capacities as a Subsidiary that shall become potential Cash Management Bank and a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (apotential Hedge Bank) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer Issuers irrevocably authorize the Administrative Agent:
(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon satisfaction of the Termination Conditions, at (ii) that is sold, disposed of or transferred or to be sold, disposed of or transferred as part of or in connection with any sale, disposition or transfer permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, (iii) that constitutes Excluded Assets, (iv) if the property subject to such Lien is owned by a Guarantor, upon the release of such Guarantor from its option and Guaranty otherwise in its discretionaccordance with the Loan Documents, (v) that constitutes Excluded Assets or (vi) if approved, authorized or ratified in writing in accordance with Section 11.01;
(b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary or Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. In addition, promptly following the Company’s written request to release a Guarantor, the Administrative Agent shall hereunder;
(and is hereby irrevocably authorized by each Lender and the L/C Issuer toc) execute and deliver to the Company, at the Company’s expense, a release of such Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. 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 if such Person ceases to be a Subsidiary that is a Material Subsidiary;
(d) to release any Guarantor, other than any Person that is a Pledgor (for so long as such Person is a Pledgor), from its obligations under the Guaranty if such Person is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries, at such time as its guaranty of such Material Indebtedness and any other Material Indebtedness is released;
(e) enter into subordination, intercreditor and/or similar agreements with respect to Indebtedness that is (i) required or permitted to be subordinated hereunder and/or (ii) secured by Liens, and which Indebtedness contemplates an intercreditor, subordination or collateral trust agreement;
(f) to release any Guarantor that is an Immaterial Subsidiary from its obligations under the Guaranty if such Person is a guarantor of any capital markets Indebtedness of the Borrowers or the Restricted Subsidiaries, at such time as its guaranty of such capital markets Indebtedness and any other capital markets Indebtedness is released;
(g) to release any Guarantor that is the owner or lessor of any Real Property in connection with any substantially contemporaneous transaction or series of related transactions (which transactions may, for the avoidance of doubt, be sequenced or structured in a similar manner to the transactions with respect to MGP to occur on or around the Closing Date) resulting in the transfer of such Real Property (or the Equity Interests of such Guarantor), directly or indirectly, as part of or in connection with any sale, disposition or transfer to MGP (or one of its Subsidiaries) permitted hereunder or under any other Loan Document; provided that the only assets owned by such Guarantor are the applicable Real Property and such other assets permitted to be sold, disposed of or transferred hereunder or under any other Loan Document in connection with such transactions; provided, further, that to the extent such sale, disposition or transfer has not been consummated on or prior to the date that is two Business Days after the date of such release (or such later date as reasonably agreed by the Administrative Agent), the Borrowers shall cause the applicable Restricted Subsidiary to restore its Guaranty to the extent required hereunder or under any other Loan Document; and
(h) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.04(d) and clauses (f) and (u) of the definition of “Permitted Encumbrances.” The Administrative Agent hereby agrees to use its commercially reasonable efforts to take any of the foregoing actions requested by the Company to facilitate any transaction permitted hereunder within ten Business Days following request by the Company (or such shorter period of time as Administrative Agent may agree to in its reasonable discretion), in a form reasonably requested by the Company. In each case as specified in this Section 9.1010.10, the Administrative Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.10. Notwithstanding anything herein to the contrary, the Company and its Restricted Subsidiaries may execute such maps, plats, records of survey, amendments to deed of trust and any other documentation as is necessary to give effect to any lot line adjustment or recording of a subdivision map to create a separate legal parcel, and the Administrative Agent will cooperate with and consent to the execution of such maps, plats, records of survey, amendments to deed of trust and other documentation by the Company and its Restricted Subsidiaries as is necessary to reflect the revised legal description for such land.
Appears in 2 contracts
Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Guaranty Matters. At any such time as Each of the Company determines Lenders (including in its sole discretion, the Company may notify the Administrative Agent of capacities as a Subsidiary that shall become potential Cash Management Bank and a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (apotential Hedge Bank) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer Issuers irrevocably authorize the Administrative Agent:
(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon satisfaction of the Termination Conditions, at (ii) that is sold, disposed of or transferred or to be sold, disposed of or transferred as part of or in connection with any sale, disposition or transfer permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, (iii) that constitutes Excluded Assets, (iv) if the property subject to such Lien is owned by a Guarantor, upon the release of such Guarantor from its option and Guaranty otherwise in its discretionaccordance with the Loan Documents, (v) that constitutes Excluded Assets or (vi) if approved, authorized or ratified in writing in accordance with Section 11.01;
(b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary or Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. In addition, promptly following the Company’s written request to release a Guarantor, the Administrative Agent shall hereunder;
(and is hereby irrevocably authorized by each Lender and the L/C Issuer toc) execute and deliver to the Company, at the Company’s expense, a release of such Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. 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 if such Person ceases to be a Subsidiary that is a Material Subsidiary;
(d) to release any Guarantor, other than following a Collateral Trigger Event any Person that is a Pledgor (for so long as such Person is a Pledgor), from its obligations under the Guaranty if such Person is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries, at such time as its guaranty of such Material Indebtedness and any other Material Indebtedness is released;
(e) enter into subordination, intercreditor and/or similar agreements with respect to Indebtedness that is (i) required or permitted to be subordinated hereunder and/or (ii) secured by Liens, and which Indebtedness contemplates an intercreditor, subordination or collateral trust agreement;
(f) to release any Guarantor that is an Immaterial Subsidiary from its obligations under the Guaranty if such Person is a guarantor of any capital markets Indebtedness of the Borrowers or the Restricted Subsidiaries, at such time as its guaranty of such capital markets Indebtedness and any other capital markets Indebtedness is released;
(g) to release any Guarantor that is the owner or lessor of any Real Property in connection with any substantially contemporaneous transaction or series of related transactions (which transactions may, for the avoidance of doubt, be sequenced or structured in a similar manner to the transactions with respect to MGP to occur on or around the Closing Date) resulting in the transfer of such Real Property (or the Equity Interests of such Guarantor), directly or indirectly, as part of or in connection with any sale, disposition or transfer to MGP (or one of its Subsidiaries) permitted hereunder or under any other Loan Document; provided that the only assets owned by such Guarantor are the applicable Real Property and such other assets permitted to be sold, disposed of or transferred hereunder or under any other Loan Document in connection with such transactions; provided, further, that to the extent such sale, disposition or transfer has not been consummated on or prior to the date that is two Business Days after the date of such release (or such later date as reasonably agreed by the Administrative Agent), the Borrowers shall cause the applicable Restricted Subsidiary to restore its Guaranty to the extent required hereunder or under any other Loan Document; and
(h) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.04(d) and clauses (f) and (u) of the definition of “Permitted Encumbrances.” The Administrative Agent hereby agrees to use its commercially reasonable efforts to take any of the foregoing actions requested by the Company to facilitate any transaction permitted hereunder within ten Business Days following request by the Company (or such shorter period of time as Administrative Agent may agree to in its reasonable discretion), in a form reasonably requested by the Company. In each case as specified in this Section 9.1010.10, the Administrative Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.10. Notwithstanding anything herein to the contrary, the Company and its Restricted Subsidiaries may execute such maps, plats, records of survey, amendments to deed of trust and any other documentation as is necessary to give effect to any lot line adjustment or recording of a subdivision map to create a separate legal parcel, and the Administrative Agent will cooperate with and consent to the execution of such maps, plats, records of survey, amendments to deed of trust and other documentation by the Company and its Restricted Subsidiaries as is necessary to reflect the revised legal description for such land.
Appears in 2 contracts
Samples: Credit Agreement (MGM Resorts International), Credit Agreement (MGM Resorts International)
Guaranty Matters. At any such time as Each of the Company determines Lenders (including in its sole discretion, the Company may notify the Administrative Agent of capacity as a Subsidiary that shall become potential Hedge Bank and a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (apotential Cash Management Bank) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer Issuers irrevocably authorize the Administrative Agent, at its option and in its discretion, ,
(a) [Reserved].
(b) [Reserved].
(c) to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty to which it is a party if (i) such Person ceases to be a Subsidiary as a result of a transaction permitted under hereunder or (ii) the Loan Documents. In addition, promptly following the Company’s written request Company shall have delivered to release a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver to the Company, at the Company’s expense, a release of such Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result satisfactory written evidence demonstrating that after giving effect to such release the Loan Party Threshold and the Opinion Loan Party Threshold would continue to be satisfied; provided that, in the case of this clause (ii), no such release shall be made (A) if a Default exists, (B) with respect to any Subsidiary that is a Designated Borrower unless such Subsidiary’s status as a Designated Borrower is permitted to be terminated by Section 2.14(e), (C) unless such release is for business planning purposes reasonably acceptable to the Administrative Agent and (iiD) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately if after giving effect to such release release, more than five (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has 5) releases shall have been incurred by such former Guarantor on such date). In connection with any release made pursuant to this paragraph, clause (ii) since the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative AgentClosing Date. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Company’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 Subsidiary Guarantor from its obligations under the Subsidiary Guaranty to which it is a party, in each case in accordance with the terms of the Loan Documents and this Section 9.10.
Appears in 2 contracts
Samples: Credit Agreement (Fresh Del Monte Produce Inc), Credit Agreement (Fresh Del Monte Produce Inc)
Guaranty Matters. At any such time The Lenders (including in their capacities as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, potential Cash Management Banks and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (apotential Hedge Banks) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer Issuers irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or upon satisfaction in full of all the Obligations (other than (x) Obligations under any Cash Management Agreement that are allowed by the Loan Documents. In additionapplicable Cash Management Bank to remain outstanding, promptly following the Company’s written request to release a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver or are not expressly required pursuant to the Company, at the Company’s expense, a release terms of such Guarantor from its obligations under Cash Management Agreement to be repaid or cash collateralized, upon repayment in full of the Guarantyother Obligations hereunder, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (iiy) Obligations under any Hedge Agreement that are allowed by the Indebtedness applicable Hedge Bank to remain outstanding, or are not expressly required pursuant to the terms of such Hedge Agreement to be repaid or cash collateralized, upon repayment in full of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such dateother Obligations hereunder). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. 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. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrowers’ expense, promptly execute and deliver to the applicable Borrower such documents as such Borrower may reasonably request to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.
Appears in 2 contracts
Samples: Credit Agreement (Unifirst Corp), Credit Agreement (Unifirst Corp)
Guaranty Matters. At any such time as the Company Borrower determines in its sole discretion, the Company Borrower may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. In addition, promptly following the CompanyBorrower’s written request to release a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver to the CompanyBorrower, at the CompanyBorrower’s expense, a release of such Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company Borrower deliver to it a certificate of a Responsible Officer of the Company Borrower to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. 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.
Appears in 1 contract
Samples: Term Loan Agreement (Vontier Corp)
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, Agent to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person (i) ceases to be a Subsidiary of Ultimate Parent as a result of a transaction permitted under hereunder, (ii) originally became a Subsidiary Guarantor after the Loan Documents. In addition, promptly following the Company’s written request Second Restatement Effective Date pursuant to release a Guarantor, the Administrative Agent shall (Section 6.12 and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver no longer required pursuant to the Company, at terms of such Section to be a Subsidiary Guarantor (after giving effect to any other releases of such Subsidiary from its Guarantees of other Indebtedness to occur substantially simultaneously with the Company’s expense, a release of such Guarantor from its obligations under the Guaranty) or (iii) was voluntarily designated by Ultimate Parent as a Subsidiary Guarantor and Ultimate Parent requests, so long as (i) in writing, that the Administrative Agent release it from the Guaranty and no Event of Default has occurred and is continuing or would immediately result after giving effect to from such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agentrelease. 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 Guaranty pursuant to this Section 9.1010.10.
(b) The Lenders irrevocably authorize the Administrative Agent to determine, in connection with any Foreign Subsidiary becoming a Subsidiary Guarantor on or after the Second Restatement 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.
Appears in 1 contract
Samples: Amended and Restated Wc Term Loan Credit and Guaranty Agreement (Actavis PLC)
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretionthe written request of Xxxxxxxx, to release any Subsidiary Guarantor from its obligations under the any Subsidiary Guaranty if (a)(i) such Person ceases Subsidiary Guarantor no longer owns or leases an Unencumbered Property (or owns any of the Equity Interest in any Subsidiary of Borrower that owns or leases an Unencumbered Property) or (ii) Borrower or Parent attains an Investment Grade Rating, in which case the released Subsidiary Guarantors shall not guarantee any other Unsecured Indebtedness; (b) no Default exists before and after giving effect thereto; (c) all representations and warranties of Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects (without duplication of any materiality qualifiers therein) on and as of the date of such requested release after giving effect thereto, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be a Subsidiary true and correct as a result of a transaction permitted under such earlier date; and (d) the Loan DocumentsParties, immediately following such removal, are in covenant compliance with all relevant financial covenants as of the most-recent fiscal quarter calculated on a pro forma basis assuming that such Property is no longer an Unencumbered Property, as evidenced by a Compliance Certificate duly completed and delivered by a Responsible Officer. In additionUpon Xxxxxxxx’s request and satisfaction of the conditions set forth above, promptly following the Company’s written request to release a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) agrees to execute and deliver to the CompanyBorrower, at the Companywithin ten (10) Business Days of Administrative Agent’s expensereceipt of Xxxxxxxx’s request, a release of such the applicable Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. 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 Subsidiary Guarantor from its obligations under the Subsidiary Guaranty executed by such Subsidiary Guarantor pursuant to this Section 9.1010.10.
Appears in 1 contract
Guaranty Matters. At any such time as Each of the Company determines Lenders (including in its sole discretion, the Company may notify the Administrative Agent of capacities as a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (apotential Hedge Bank) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer Issuers irrevocably authorize the Administrative Agent, at its option and in its discretion,
(a) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than (A) contingent indemnification obligations and (B) obligations and liabilities under Hedge Agreements as to which arrangements reasonably satisfactory to the applicable Hedge Bank shall have been made) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements reasonably satisfactory to the Administrative Agent and the L/C Issuer shall have been made), or (ii) if approved, authorized or ratified in writing in accordance with Section 11.01; and
(b) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. In addition, promptly following the Company’s written request to release a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver to the Company, at the Company’s expense, a release of such Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as 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 any Liens on any property granted to or held by the Administrative Agent or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Cash Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Cash Collateral.
Appears in 1 contract
Guaranty Matters. At any such time as Each of the Company determines Lenders (including in its sole discretion, the Company may notify the Administrative Agent of capacities as a Subsidiary that shall become potential Cash Management Bank and a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (apotential Hedge Bank) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer Issuers irrevocably authorize the Administrative Agent: to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon satisfaction of the Termination Conditions, at (ii) that is sold, disposed of or transferred or to be sold, disposed of or transferred as part of or in connection with any sale, disposition or transfer permitted hereunder or under any other Loan Document to a Person that is not a Loan Party, (iii) that constitutes Excluded Assets, (iv) if the property subject to such Lien is owned by a Guarantor, upon the release of such Guarantor from its option and Guaranty otherwise in its discretionaccordance with the Loan Documents, (v) that constitutes Excluded Assets or (vi) if approved, authorized or ratified in writing in accordance with Section 11.01; to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary or Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. In addition, promptly following the Company’s written request to release a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver to the Company, at the Company’s expense, a release of such Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority hereunder; to release any Guarantor from its obligations under the Guaranty pursuant if such Person ceases to be a Subsidiary that is a Material Subsidiary; to release any Guarantor, other than following a Collateral Trigger Event any Person that is a Pledgor (for so long as such Person is a Pledgor), from its obligations under the Guaranty if such Person is a guarantor of any Material Indebtedness of the Borrowers or the Restricted Subsidiaries, at such time as its guaranty of such Material Indebtedness and any other Material Indebtedness is released; enter into subordination, intercreditor and/or similar agreements with respect to Indebtedness that is (i) required or permitted to be subordinated hereunder and/or (ii) secured by Liens, and which Indebtedness contemplates an intercreditor, subordination or collateral trust agreement; to release any Guarantor that is an Immaterial Subsidiary from its obligations under the Guaranty if such Person is a guarantor of any capital markets Indebtedness of the Borrowers or the Restricted Subsidiaries, at such time as its guaranty of such capital markets Indebtedness and any other capital markets Indebtedness is released; to release any Guarantor that is the owner or lessor of any Real Property in connection with any substantially contemporaneous transaction or series of related transactions (which transactions may, for the avoidance of doubt, be sequenced or structured in a similar manner to the transactions with respect to MGP to occur on or around the Closing Date) resulting in the transfer of such Real Property (or the Equity Interests of such Guarantor), directly or indirectly, as part of or in connection with any sale, disposition or transfer to MGP (or one of its Subsidiaries) permitted hereunder or under any other Loan Document; provided that the only assets owned by such Guarantor are the applicable Real Property and such other assets permitted to be sold, disposed of or transferred hereunder or under any other Loan Document in connection with such transactions; provided, further, that to the extent such sale, disposition or transfer has not been consummated on or prior to the date that is two Business Days after the date of such release (or such later date as reasonably agreed by the Administrative Agent), the Borrowers shall cause the applicable Restricted Subsidiary to restore its Guaranty to the extent required hereunder or under any other Loan Document; and to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 8.04(d) and clauses (f) and (u) of the definition of “Permitted Encumbrances.” The Administrative Agent hereby agrees to use its commercially reasonable efforts to take any of the foregoing actions requested by the Company to facilitate any transaction permitted hereunder within ten Business Days following request by the Company (or such shorter period of time as Administrative Agent may agree to in its reasonable discretion), in a form reasonably requested by the Company. In each case as specified in this Section 9.1010.10, the Administrative Agent will, at the Borrowers’ expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 10.10. Notwithstanding anything herein to the contrary, the Company and its Restricted Subsidiaries may execute such maps, plats, records of survey, amendments to deed of trust and any other documentation as is necessary to give effect to any lot line adjustment or recording of a subdivision map to create a separate legal parcel, and the Administrative Agent will cooperate with and consent to the execution of such maps, plats, records of survey, amendments to deed of trust and other documentation by the Company and its Restricted Subsidiaries as is necessary to reflect the revised legal description for such land.
Appears in 1 contract
Guaranty Matters. At The Lenders irrevocably agree that any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that Guarantor shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor be automatically released from its obligations under the Guaranty if such Person ceases to be a Restricted Subsidiary or becomes an Excluded Subsidiary as a result of a transaction or designation permitted under hereunder; provided, however, that the Loan Documents. In addition, promptly following the Company’s written request to release a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver to the Company, at the Company’s expense, a release of such any Guarantor from its obligations under the Guaranty, so long as Guaranty if such Guarantor becomes an Excluded Subsidiary of the type described in clause (ia) of the definition thereof shall only be permitted if at the time such Guarantor becomes an Excluded Subsidiary of such type (1) no Default or Event of Default has shall have occurred and is continuing or would result be continuing, (2) after giving pro forma effect to such release and (ii) the Indebtedness consummation of the Subsidiaries transaction that are not Guarantors shall causes such Person to be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness an Excluded Subsidiary of such former Guarantor outstanding on the date type, Holdings is deemed to have made a new Investment in such Person for purposes of the effectiveness of Section 7.02 (as if such release has been incurred by Person were then newly acquired) and such former Guarantor on such date). In connection with any release Investment is permitted pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of Section 7.02 at such time and (3) a Responsible Officer of the Company Holdings certifies to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely oncompliance with preceding clauses (1) and (2); provided, and further, that no such release shall incur no liability for relying uponoccur if such Guarantor continues to be a guarantor in respect of the First Lien Credit Facilities Obligations, the Exchange Notes, any statements made in Takeout Debt, any such certificate. Any execution First Lien Credit Agreement Refinancing Indebtedness or any Junior Financing; and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. 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 9.109.11. In each case as specified in this Section 9.11, the Administrative Agent will promptly (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as the Borrower may reasonably request to evidence the release of such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.11.
Appears in 1 contract
Samples: Loan Agreement (Travelport LTD)
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. In addition, promptly following the Company’s written request to release a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver to the Company, at the Company’s expense, a release of such 118711003_9 Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. 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.
Appears in 1 contract
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretiondiscretion and provided that no Default exists or would result therefrom, to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. In addition, promptly following the Company’s written request to release a Guarantorhereunder.
(b) The Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender Lenders and the L/C Issuer to) execute hereby agree that, upon request of the Borrower and deliver only so long as no Default exists or would result therefrom, if the Debt Rating is greater than or equal to BBB- by S&P or greater than or equal to Baa3 by Xxxxx’x, any Guarantor that is not at such time a guarantor of the Company, at obligations of the Company’s expense, a Borrower under the Senior Indenture or any series of Senior Notes issued thereunder will be released from its obligations under the Guaranty. The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent to release of such any Guarantor from its obligations under the Guaranty, so long as Guaranty in accordance with the provisions of this subsection (i) no Event of Default has occurred and is continuing or would result after giving effect to b). Any such release and (ii) shall not impair the Indebtedness obligation of any Subsidiary of the Subsidiaries that are not Guarantors shall be permitted under Borrower to become a Guarantor pursuant to Section 7.03 immediately 6.12 at any time after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date)release. In connection with the event that at any release pursuant time the Debt Rating is greater than or equal to BBB- by S&P and greater than or equal to Baa3 by Xxxxx’x, this paragraphSection 9.10(b) shall then and at all times thereafter cease to be in effect, regardless of any subsequent change in the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. Debt Rating.
(c) 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 any provision of this Section 9.10.
Appears in 1 contract
Guaranty Matters. At On the date hereof, a guaranty in the form of Annex 1 hereto shall be executed by Xxxxxx and certain of its Subsidiaries and delivered to the Lender. From and after the date hereof, upon (a) any such time Subsidiary (excluding the Company) becoming a Subsidiary Guarantor under and as defined in the Company determines Incorporated Agreement, or (b) any Foreign Subsidiary (excluding the Company) executing and delivering an accession agreement to the Foreign Designated Borrower Guaranty under and as defined in its sole discretionthe Incorporated Agreement, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantorpromptly, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart days of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents occurrence of the types referred to in clauses (iiiapplicable event(s) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a))) or (b) above, cause such Subsidiary to execute and deliver to the Lender an accession agreement in the form of Annex 1 to the Guaranty, appropriately completed, and deliver to the Lender documents of the type delivered under the Incorporated Agreement, all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting Lender; provided, however, that no Foreign Subsidiary will be required to execute and deliver the provisions of Section 9.09, Guaranty unless the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and Lender determines in its discretionreasonable discretion and after consultation with the Company 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 Xxxxxx or any of its Subsidiaries as a result thereof. The Lender has agreed not to require that a guaranty be provided on the date hereof by Xxxxxx Canada Inc. or Xxxxxx France S.A.S. (each, to release any Guarantor from its obligations under an “Excluded Subsidiary”). In the Guaranty if such Person ceases to be event that an Excluded Subsidiary shall constitute 15% or more of the value of Xxxxxx on a Subsidiary consolidated basis (as a result of a transaction permitted under the Loan Documents. In additionamount of such Excluded Subsidiary’s assets or its production of revenue), promptly following then the Company’s written request to release a Guarantor, Company shall provide the Administrative Agent shall Lender with an Accession Agreement (and is hereby irrevocably authorized by each Lender and in the L/C Issuer to) execute and deliver form of Annex 1 to the Company, at the Company’s expense, a release of such Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred fully executed by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. 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 9.10Excluded Subsidiary.
Appears in 1 contract
Samples: Senior Term Loan Facility (Jacobs Engineering Group Inc /De/)
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, Agent to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person (i) ceases to be a Subsidiary of Ultimate Parent as a result of a transaction permitted under hereunder, (ii) originally became a Subsidiary Guarantor after the Loan Documents. In addition, promptly following the Company’s written request Third Restatement Effective Date pursuant to release a Guarantor, the Administrative Agent shall (Section 6.12 and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver no longer required pursuant to the Company, at terms of such Section to be a Subsidiary Guarantor (after giving effect to any other releases of such Subsidiary from its Guarantees of other Indebtedness to occur substantially simultaneously with the Company’s expense, a release of such Guarantor from its obligations under the Guaranty) or (iii) was voluntarily designated by Ultimate Parent as a Subsidiary Guarantor and Ultimate Parent requests, so long as (i) in writing, that the Administrative Agent release it from the Guaranty and no Event of Default has occurred and is continuing or would immediately result after giving effect to from such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agentrelease. 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 Guaranty pursuant to this Section 9.1010.10.
(b) The Lenders irrevocably authorize the Administrative Agent to determine, in connection with any Foreign Subsidiary becoming a Subsidiary Guarantor on or after the Third Restatement 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.
Appears in 1 contract
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretionthe written request of Borrower, to release any Subsidiary Guarantor from its obligations under the any Subsidiary Guaranty if (a)(i) such Person ceases Subsidiary Guarantor no longer owns or leases an Unencumbered Property (or owns any of the Equity Interest in any Subsidiary of Borrower that owns or leases an Unencumbered Property) or (ii) Borrower or Parent attains an Investment Grade Rating, in which case the released Subsidiary Guarantors shall not guarantee any other Unsecured Indebtedness; (b) no Default exists before and after giving effect thereto; (c) all representations and warranties of Borrower and each other Loan Party contained in Article VI or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct on and as of the date of such requested release after giving effect thereto, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be a Subsidiary true and correct as a result of a transaction permitted under such earlier date; and (d) the Loan DocumentsParties, immediately following such removal, are in covenant compliance with all relevant financial covenants as of the most-recent fiscal quarter calculated on a pro forma basis assuming that such Property is no longer an Unencumbered Property, as evidenced by a Compliance Certificate duly completed and delivered by a Responsible Officer. In additionUpon Borrower’s request and satisfaction of the conditions set forth above, promptly following the Company’s written request to release a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) agrees to execute and deliver to the CompanyBorrower, at the Companywithin ten (10) Business Days of Administrative Agent’s expensereceipt of Borrower’s request, a release of such the applicable Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. 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 Subsidiary Guaranty executed by such Subsidiary Guarantor pursuant to this Section 9.1010.10.
Appears in 1 contract
Guaranty Matters. At any such time The Lenders (including in their capacities as a potential Hedge Bank and a potential Cash Management Bank) and the Company determines in its sole discretion, the Company may notify LC Issuer hereby irrevocably appoint and authorize the Administrative Agent to act for the benefit of the lenders under the Guaranty. Guarantors that cease to be required to be Guarantors under the Loan Documents as a result of any transaction otherwise permitted (or not prohibited, as applicable) hereunder shall automatically be released from their obligations under the applicable Guaranty; provided that, with respect to any Subsidiary that ceases to be a Material Subsidiary or that is an Elective Subsidiary Guarantor that the Borrower no longer elects to cause to provide a Guaranty, such automatic release shall be effective upon delivery by the Borrower of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering certificate to the Administrative Agent certifying that (i) such Subsidiary is not a counterpart of the Guaranty Material Subsidiary and (ii) such Subsidiary is not, or concurrently upon such other document as the release will not be, an obligor on any Indebtedness permitted under Section 7.01(a)(vii)(B), (C), (D) or (E), Section 7.01(a)(xi), Section 7.01(a)(xvi), Section 7.01(b)(vi)(B), (C), (D) or (E), Section 7.01(b)(xii), or Section 7.01(b)(xiv). The Administrative Agent shall reasonably deem appropriate for such purpose, (and the Lenders (b) deliver to the Administrative Agent documents of the types referred to including in clauses (iiitheir capacities as a potential Cash Management Bank and a potential Hedge Bank) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C LC Issuer irrevocably authorize the Administrative Agent) to execute, at its option and in its discretiondeliver or acknowledge any necessary or proper instruments of termination, satisfaction or release as are requested by the Borrower to release any Guarantor from its obligations under the Guaranty if such Person ceases to be required to be a Subsidiary Guarantor under the Loan Documents as a result of a transaction permitted under the Loan Documents. In addition, promptly following the Company’s written request to release a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver to the Company, at the Company’s expense, a release of such Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. 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 9.10hereunder.
Appears in 1 contract
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the The Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, (a) to release any Subsidiary Guarantor from its obligations under the any Subsidiary Guaranty if there occurs a Release Date (as defined in the applicable Subsidiary Guaranty) as to such Person ceases Person, (b) to be release any Subsidiary Guarantor which is a Significant Subsidiary (but not a Material Subsidiary) from any Subsidiary Guaranty upon, and in exchange for, the Company causing any other Significant Subsidiary or Significant Subsidiaries not already party thereto to enter into a Subsidiary as a result Guaranty (and comply with the documentary requirements of a transaction permitted under the Loan Documents. In addition, promptly following the Company’s written request Section 6.10(a)(ii) applicable to release a Guarantor, Eligible Material Subsidiaries) if the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver determines in its sole discretion that such exchange of Subsidiary Guarantors will not be disadvantageous to the CompanyLenders in any material respect, at (c) to release the CompanySubsidiary Guarantors upon the occurrence of any Subsidiary Guarantor Termination, (d) to release any Subsidiary Guarantor in accordance with Section 6.10(b)(ii), and (e) to release the Company from any Company Guaranty upon the termination by the Company of any Designated Borrower’s expense, a release of status as such Guarantor from its obligations under the Guaranty, pursuant to Section 2.14(d) so long as (i) no Event of Default has occurred and is continuing or would result as, after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that termination, there are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative AgentDesignated Borrowers hereunder. 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 any Subsidiary Guaranty or the Guaranty Company from its obligations under any Company Guaranty, in each case, pursuant to this Section 9.10.
Appears in 1 contract
Samples: Credit Agreement (Flex Ltd.)
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart Each of the Guaranty Lenders (including in its or such other document any of its Affiliate’s capacities as the Administrative Agent shall reasonably deem appropriate for such purpose, and (ba Holder of Obligations) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty any Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents, as certified by the Borrower. In additionFurther, promptly following the Company’s written request to release a Guarantor, the Administrative Agent shall may (and is hereby irrevocably authorized by each Lender and to), upon the L/C Issuer to) execute and deliver to the Companyrequest of Borrower, at the Company’s expense, a release of such any Guarantor from its obligations under the Guaranty, so long as (i) its Guaranty if such Guarantor is no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it longer a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative AgentMaterial Subsidiary. 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 9.1010.9. In each case as specified in this Section 10.9, 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, in each case in accordance with the terms of the Loan Documents and this Section 10.9 as certified by the Borrower.
(b) At such time as all Obligations (other than (1) contingent indemnification obligations not then due and (2) Guaranteed Cash Management Obligations or Guaranteed Hedge Obligations as to which arrangements satisfactory to the applicable holders thereof shall have been made) arising hereunder or under any other Loan Document shall have been paid and satisfied in full in cash, all Letters of Credit have been terminated or expired (or Cash Collateralized) and the Revolving Loan Commitments have been terminated, each Guaranty and all obligations (other than those expressly stated to survive such termination) of each Guarantor thereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any Person.
(c) Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent.
Appears in 1 contract
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the any Guaranty to which it is a party if such Person ceases to be a Subsidiary or is no longer required to be a Guarantor, in each case, as a result of a transaction permitted under the Loan Documentshereunder or as otherwise permitted hereunder. In addition, promptly following the Company’s written request to release a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver to the Company, at the Company’s expense, a release of such Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In 145501075_6 connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. 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 any Guaranty pursuant to this Section 9.10.
Appears in 1 contract
Guaranty Matters. At any such time as the Company determines in its sole discretion(a) Each Lender hereby irrevocably (subject to Section 10.06) appoints, the Company may notify designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of a Subsidiary that shall become a Guarantorthis Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Loan Document, and promptly thereafter (and together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any event within 30 days)other Loan Document, shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purposenot have any duties or responsibilities, and (b) deliver to except those expressly set forth herein, nor shall the Administrative Agent documents of the types referred have or be deemed to in clauses (iii) have any fiduciary relationship with any Lender or participant, and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which no implied covenants, functions, responsibilities, duties, obligations or liabilities shall cover, among be read into this Agreement or any other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to Loan Document or otherwise exist against the Administrative Agent. Without limiting the provisions generality of Section 9.09the foregoing sentence, the use of the term "agent" in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.
(b) The Administrative Agent is authorized on behalf of all the Lenders, without the necessity of any notice to or further consent from the Lenders, from time to time to enter into agreements whereby the Facility Guaranty is amended to better conform the terms thereof to any form attached to this Agreement or to make administrative or housekeeping corrections to any such agreement.
(c) The Lenders and the L/C Issuer irrevocably authorize authorizes the Administrative Agent, at its option and in its discretion, ,
(i) to release any Guarantor from its obligations under the Facility Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. In addition, promptly following the Company’s written request to release a Guarantor, hereunder and no Default is then existing; and
(ii) upon receipt by the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver of information satisfactory to the CompanyAdministrative Agent that any Domestic Subsidiary has ceased to be a Significant Subsidiary as a result of a transaction or decline in business permitted hereunder and no Default is then existing, at the Company’s expense, a to release of such Guarantor Subsidiary from its obligations under the Guaranty, so Facility Guaranty as long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) thereto the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Borrower is in compliance with Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date7.12(b). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. 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 Facility Guaranty pursuant to this Section 9.1010.10. Notwithstanding the release of any Subsidiary from its obligations under the Facility Guaranty, if such Subsidiary is thereafter a Significant Subsidiary that is a Domestic Subsidiary, the requirements of Section 7.12 shall again apply to such Subsidiary.
Appears in 1 contract
Samples: Credit Agreement (Tech Data Corp)
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart Each of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretionthe Administrative Agent shall hereby have the obligation, upon request by the applicable Loan Party, to release any Guarantor (other than the Parent Guarantor, except in the case of clause (a)(v) below) from its obligations under the Guaranty: (i) upon the Subsidiary Guaranty Release Date; (ii) if such Person Guarantor ceases to be a Subsidiary of the Parent Guarantor as a result of a transaction permitted under the Loan Documents. In addition; (iii) if approved, promptly following authorized or ratified in writing by the Company’s written request Requisite Lenders in accordance with Section 11.01; (iv) upon such Guarantor becoming an Excluded Subsidiary by operation of clause (a), clause (b) (solely with respect to release a Guarantorprohibition by applicable Law and not as a result of a contractual obligation) clause (g), or clause (h) of the definition of “Excluded Subsidiary”; provided, that, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver to the Company, at the Company’s expense, a release of a Guarantor upon such Guarantor from its obligations under Person becoming an Excluded Subsidiary pursuant to clause (h) of the Guaranty, definition thereof shall be subject to no Event of Default having occurred and continuing at such time; (v) so long as (i) no Event of Default has occurred and is continuing continuing, upon the release of any Guarantor from its obligations under the Guaranty (as defined in the Secured Credit Agreement) under the Secured Credit Agreement, or would result after giving effect to such release and (iivi) the Indebtedness upon payment in full of the Subsidiaries Obligations (other than contingent indemnification obligations under the Loan Documents that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (then due or claimed) and assuming that all the termination of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. Commitments.
(b) Upon request by the Administrative Agent at any timeAgent, the Required Requisite Lenders will confirm in writing the Administrative Agent’s authority to release any Guarantor (other than the Parent Guarantor) from its obligations under the Guaranty pursuant to this Section 9.1010.10, it being understood that no such confirmation is required in order for the Administrative Agent to take such action.
(c) In connection with the foregoing provisions of this Section 10.10, the Administrative Agent will execute and deliver to all applicable Persons such documents as the Loan Parties may reasonably request to evidence, and to give effect to, the release from the Guaranty of all Guarantors (other than the Parent Guarantor) in accordance with the terms of the Loan Documents and this Section 10.10 and at the Borrower’s sole expense.
Appears in 1 contract
Samples: Delayed Draw Term Loan Credit Agreement (Spirit AeroSystems Holdings, Inc.)
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, Each Lending Party and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to Bank Product Provider hereby (a) become a Guarantor by executing and delivering to the irrevocably authorizes Administrative Agent a counterpart to execute and deliver all documentation reasonably requested to evidence the release of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the a Guaranty if such Person ceases to be a Subsidiary Material Subsidiary, whether as a result of a transaction permitted hereunder or otherwise by operation of the definition of “Material Subsidiary” or is or becomes an Excluded Subsidiary, and (b) irrevocably authorizes Administrative Agent to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (i) upon termination of the Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements with respect thereto reasonably satisfactory to the Administrative Agent (to the extent the Administrative Agent is a party to such arrangements) and the applicable L/C Issuers shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents. In addition, promptly following the Company’s written request to release (iii) that is property of a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver to the Company, at the Company’s expense, a release of such Guarantor released from its obligations under a Guaranty in accordance with the GuarantyLoan Documents, so long as or (iiv) no Event of Default has occurred and is continuing subject to Section 10.01, if approved, authorized or would result after giving effect ratified in writing by the Required Lenders, (c) irrevocably authorizes Administrative Agent to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect subordinate any Lien on any property granted to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred or held by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company under any Loan Document to the effect holder of any Lien on such property that the requirements for such release set forth in this paragraph have been satisfiedis permitted by Section 7.01(l) and (d) agrees that, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. Upon upon request by the Administrative Agent at any time, the Required Lenders it will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty execute and deliver such documentation pursuant to this Section 9.10.
Appears in 1 contract
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the The Lenders and the L/C Issuer Issuers, and, by their acceptance of the benefits of the Guaranty Agreements and the Lender Swap Providers, irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor (other than the MLP and Opco) from its obligations under the its Guaranty Agreement if such Person ceases to be a Restricted Subsidiary as a result of a transaction permitted under the Loan Documents. In addition, promptly following the Company’s written request to release a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver to the Company, at the Company’s expense, a release of such Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agenthereunder. Upon request by the Administrative Agent at any time, the Required Lenders will each Lender agrees to confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the its Guaranty Agreement pursuant to this Section 9.109.10(a).
(b) The benefit of the Guaranty Agreements shall also extend to and be available to Lender Swap Providers on a pro rata basis as set forth in Section 8.03 in respect of any obligations of the Loan Parties or any of their Restricted Subsidiaries which arise under any Lender Swap Contract. No Lender Swap Provider shall have any voting rights under this Agreement or any other Loan Document as a result of the existence of obligations owed to it under any such Lender Swap Agreements. The Administrative Agent shall not be deemed to have knowledge of any Lender Swap Contract unless it receives written notice from the Loan Parties or the Lender Swap Provider that is a party thereto, such notice to specify, as applicable, that such Lender Swap Provider is a “Lender Swap Provider” as herein defined and that such Lender Swap Contract is a “Lender Swap Contract” as herein defined.
Appears in 1 contract
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify (a) The Lenders irrevocably authorize and direct the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter without any consent or action by any Lender:
(and in any event within 30 days), shall cause such Subsidiary to (ai) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, 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 under hereunder; and
(ii) in the Loan Documents. In additioncase of the Guaranty of RockTenn, promptly following the Company’s written request 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 Borrower); and
(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 Borrower).
(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 Guarantorrelease pursuant to this Section 8.10, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) promptly execute and deliver to the Companyapplicable Credit Party, at the CompanyParent Borrower’s expense, a release of such Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request documents that the Company deliver applicable Credit Party shall reasonably request to it a certificate of a Responsible Officer of the Company to the effect that the requirements for evidence such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agentrelease. 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 9.108.10; provided, however, that the Administrative Agent may not decline to release any guarantee pursuant to this Section 8.10 due to the absence of any such confirmation.
Appears in 1 contract
Samples: Credit Agreement (WestRock Co)
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart Each of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer irrevocably authorize authorizes the Administrative Agent, at its option and in its discretiondiscretion to (i) accept any Subsidiary Guaranty Agreement or joinder thereto executed by a Subsidiary of the Borrower, and to determine such documentation as shall be required in connection therewith in accordance with Section 6.22(a), and (ii) release any Subsidiary Guarantor from its obligations under the Guaranty any Credit Documents if either (1) such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. In addition, promptly following the Company’s written request Credit Documents or (2) such Person is permitted to release a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver to the Company, at the Company’s expense, a release of such Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release released pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. Section 6.22(b).
(b) 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 Subsidiary Guaranty pursuant to this Section 9.108.12. In each case as specified in this Section 8.12, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Subsidiary Guarantor such documents as such Subsidiary Guarantor may reasonably request to release such Subsidiary Guarantor from its obligations under the Subsidiary Guaranty, in each case in accordance with the terms of the Credit Documents and this Section 8.12.
(ee) Section 9.1 is amended by (i) inserting “or any Subsidiary Guarantor” immediately following the first reference to “Borrower” therein and (ii) inserting “or the applicable Subsidiary Guarantors” immediately following the second reference to “Borrower” therein.
(ff) Section 9.1 is further amended by (i) deleting “or” at the end of clause (e) therein, (ii) inserting “or” at the end of clause (f) therein and (iii) inserting the following new clause (g) immediately following clause (f) therein:
Appears in 1 contract
Samples: Credit Agreement (Aptargroup Inc)
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the any Guaranty to which it is a party if such Person ceases to be a Subsidiary or is no longer required to be a Guarantor, in each case, as a result of a transaction permitted under the Loan Documentshereunder or as otherwise permitted hereunder. In addition, promptly following the Company’s written request to release a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver to the Company, at the Company’s expense, a release of such Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. 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 any Guaranty pursuant to this Section 9.10.
Appears in 1 contract
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. In addition, promptly following the Company’s written request to release a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver to the Company, at the Company’s expense, a release of such Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. 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.
Appears in 1 contract
Samples: Term Loan Agreement (Vontier Corp)
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify (a) The Lenders irrevocably authorize and direct the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter without any consent or action by any Lender:
(and in any event within 30 days), shall cause such Subsidiary to (ai) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, 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 under hereunder; and
(ii) in the Loan Documents. In additioncase of the Guaranty of RockTenn, promptly following the Company’s written request 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 Borrower); and
(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 Borrower).
(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 Guarantorrelease pursuant to this Section 8.10, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) promptly execute and deliver to the Companyapplicable Credit Party, at the CompanyParent Borrower’s expense, a release of such Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request documents that the Company deliver applicable Credit Party shall reasonably request to it a certificate of a Responsible Officer of the Company to the effect that the requirements for evidence such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agentrelease. 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 9.108.10; provided, however, that the Administrative Agent may not decline to release any guarantee pursuant to this Section 8.10 due to the absence of any such confirmation.
Appears in 1 contract
Samples: Credit Agreement (WestRock Co)
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, Each Lending Party and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to Bank Product Provider hereby (a) become a Guarantor by executing and delivering to the irrevocably authorizes Administrative Agent a counterpart to execute and deliver all documentation reasonably requested to evidence the release of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the a Guaranty if such Person ceases to be a Subsidiary Material Subsidiary, whether as a result of a transaction permitted hereunder or otherwise by operation of the definition of “Material Subsidiary” or is or becomes an Excluded Subsidiary, (b) irrevocably authorizes Administrative Agent to release any Lien on any Collateral granted to or held by the Administrative Agent under any Credit Document (i) upon termination of the Commitments and payment in full of all Secured Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of Credit as to which other arrangements with respect thereto reasonably satisfactory to the Administrative Agent (to the extent the Administrative Agent is a party to such arrangements) and the applicable L/C Issuers shall have been made), (ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted under the Loan Documents. In addition, promptly following the Company’s written request to release (iii) that is property of a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver to the Company, at the Company’s expense, a release of such Guarantor released from its obligations under a Guaranty in accordance with the GuarantyLoan Documents, so long as or (iiv) no Event of Default has occurred and is continuing subject to Section 10.01, if approved, authorized or would result after giving effect ratified in writing by the Required Lenders, (c) irrevocably authorizes Administrative Agent to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect subordinate any Lien on any property granted to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred or held by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company under any Loan Document to the effect holder of any Lien on such property that the requirements for such release set forth in this paragraph have been satisfiedis permitted by Section 7.01(l) and (d) agrees that, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agent. Upon upon request by the Administrative Agent at any time, the Required Lenders it will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty execute and deliver such documentation pursuant to this Section 9.10. Without limiting the generality of the foregoing, each Lending Party and Bank Product Provider hereby (x) agrees that with respect to the Liens on any Collateral referenced in clause (b)(ii) above, such Liens shall be automatically released at the time of a Disposition of such Collateral permitted under any Loan Document, and (y) irrevocably authorizes Administrative Agent to execute and deliver all documentation reasonably requested to effect the release of any such Liens granted to or held by the Administrative Agent under any Loan Document.
Appears in 1 contract
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter (and in any event within 30 days), shall cause such Subsidiary to (a) become a Guarantor by executing and delivering to the Administrative Agent a counterpart Each of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Subsidiary Guarantor from its obligations under the Subsidiary Guaranty (i) if such Person ceases to be a Subsidiary, (ii) in the case of each Subsidiary Guarantor that is a guarantor of obligations under any Indenture but would otherwise qualify as an “Excluded Subsidiary”, if such Person ceases to be a guarantor of the obligations under such Indenture so that such Person qualifies as an “Excluded Subsidiary”, (iii) if such Subsidiary Guarantor is designated and certified as an “Excluded Subsidiary” in accordance with the requirements set forth in clause (e) of such definition after the date hereof, (iv) if such Subsidiary Guarantor ceases to be a Material Subsidiary as a result of a Disposition permitted by Section 7.05, or (v) in the case of each Subsidiary Guarantor that is a guarantor of obligations under the 2012 Credit Agreement but would otherwise qualify as an “Excluded Subsidiary”, if such Person ceases to be a guarantor of the obligations under the 2012 Credit Agreement so that such Person qualifies as an “Excluded Subsidiary”, in each case (with respect to the foregoing clauses (i), (ii), (iii) and (v)), as a result of a transaction permitted under hereunder or otherwise in accordance with the Loan Documents. In addition, promptly following the Company’s written request to release a Guarantor, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) execute and deliver to the Company, at the Company’s expense, a release of such Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request that the Company deliver to it a certificate of a Responsible Officer of the Company to the effect that the requirements for such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agentterms hereof. 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 Subsidiary Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, (i) the Borrower shall notify the Administrative Agent and the Lenders in writing of any request for the release of any Subsidiary Guaranty, such writing to set forth in reasonable detail a description of such Subsidiary Guaranty requested to be released and (ii) 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 Subsidiary Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.
Appears in 1 contract
Guaranty Matters. At any such time as the Company determines in its sole discretion, the Company may notify (a) The Lenders irrevocably authorize and direct the Administrative Agent of a Subsidiary that shall become a Guarantor, and promptly thereafter without any consent or action by any Lender:
(and in any event within 30 days), shall cause such Subsidiary to (ai) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall reasonably deem appropriate for such purpose, and (b) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and Section 4.01(b) and favorable opinions of counsel to such Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Without limiting the provisions of Section 9.09, the Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at its option and in its discretion, 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 under hereunder; and
(ii) in the Loan Documents. In additioncase of the Guaranty of RockTenn, promptly following the Company’s written request 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 Holdco); and
(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 Holdco).
(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 Guarantorrelease pursuant to this Section 8.10, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer to) promptly execute and deliver to the Companyapplicable Credit Party, at the CompanyBorrower’s expense, a release of such Guarantor from its obligations under the Guaranty, so long as (i) no Event of Default has occurred and is continuing or would result after giving effect to such release and (ii) the Indebtedness of the Subsidiaries that are not Guarantors shall be permitted under Section 7.03 immediately after giving effect to such release (and assuming that all of the Indebtedness of such former Guarantor outstanding on the date of the effectiveness of such release has been incurred by such former Guarantor on such date). In connection with any release pursuant to this paragraph, the Administrative Agent may request documents that the Company deliver applicable Credit Party shall reasonably request to it a certificate of a Responsible Officer of the Company to the effect that the requirements for evidence such release set forth in this paragraph have been satisfied, and the Administrative Agent may rely on, and shall incur no liability for relying upon, any statements made in any such certificate. Any execution and delivery of documents pursuant to this paragraph shall be without recourse to or warranty by the Administrative Agentrelease. 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 9.108.10; provided, however, that the Administrative Agent may not decline to release any guarantee pursuant to this Section 8.10 due to the absence of any such confirmation.
Appears in 1 contract
Samples: Credit Agreement (WestRock Co)
