Guarantee Matters Clause Samples
The "Guarantee Matters" clause defines the obligations and responsibilities related to any guarantees provided under the agreement. Typically, this clause outlines the scope of the guarantee, the parties involved, and the conditions under which the guarantee is triggered or enforced. For example, it may specify that a guarantor is responsible for fulfilling payment or performance obligations if the primary party defaults. The core function of this clause is to clarify the extent and limitations of guarantees, thereby allocating risk and ensuring all parties understand their potential liabilities.
Guarantee Matters. (a) Except with respect to the exercise of setoff rights in accordance with Section 10.04 or with respect to a Lender’s right to file a proof of claim in an insolvency proceeding, no Lender Party shall have any right individually to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Credit Documents may be exercised solely by the Administrative Agent on behalf of the Lender Parties in accordance with the terms thereof.
(b) [Reserved].
(c) The Lender Parties irrevocably authorize the Administrative Agent, in its discretion to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a direct or indirect OZ Subsidiary of the Issuer as a result of a transaction permitted under Section 6.05; and
(d) Upon request by the Administrative Agent at any time, the Requisite Lenders (or such greater number of Lenders as may be required pursuant to Section 10.05) will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to Section 9.10(c). In each case as specified in Section 9.10(c), the Administrative Agent will (and each Lender irrevocably authorizes the Administrative Agent to), at the Borrowers’ expense, execute and deliver to the applicable Credit Party such documents as such Credit Party may reasonably request to evidence the release of such Guarantor from its obligations under the Guaranty, in each case without recourse, representation or warranty and in accordance with the terms of the Credit Documents and Section 9.10(c) and subject to the Administrative Agent’s receipt of a certification by a Borrower and applicable Credit Party stating that such transaction is in compliance with this Agreement and the other Credit Documents and as to such other matters with respect thereto as the Administrative Agent may reasonably request (and the Lenders hereby authorize and direct the Administrative Agent to conclusively rely on such certificate as evidence that the applicable transaction is permitted under the Credit Documents in performing its obligations under this sentence).
Guarantee Matters. The Lenders and the Issuing Banks irrevocably authorize the Administrative Agent, at its option and in its discretion:
(a) to release any Lien on collateral (if any) granted to or held by the Administrative Agent under any Loan Document (i) upon the Maturity Date, (ii) that is disposed of or to be disposed of as part of or in connection with any transfer or sale permitted hereunder or under any other Loan Document, or (iii) subject to Section 9.02, if approved, authorized or ratified in writing by the Required Lenders or all Lenders, if so required; and
(b) if any Person that is a Guarantor ceases to be required to be a Guarantor as a result of a transaction permitted hereunder, to release such Guarantor from its obligations under the applicable Guarantee Agreement. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the authority of the Administrative Agent to release any Lien on collateral held by such Agent or any Guarantor from its obligations under the Loan Documents pursuant to this Section.
Guarantee Matters. Without limiting the provisions of Section 9.9, the Lenders irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Guarantor from its obligations under the Guarantee pursuant to Section 10.15. Upon request by the Administrative Agent at any time, the Required ▇▇▇▇▇▇▇ will confirm in writing the Administrative Agent’s authority to release any Guarantor from its obligations under the Guarantee pursuant to this Section 9.10.
Guarantee Matters. The Lenders and the Issuing Bank irrevocably authorize the Administrative Agent, at its option and in its discretion to release either or both of TRS or ROC from its obligations under the Guarantee Agreement if TRS or ROC, as the case may be, ceases to be a Subsidiary of Rayonier as a result of a transaction that is permitted under the Loan Documents. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release TRS or ROC, as the case may be, from its obligations under the Guarantee Agreement pursuant to this Section 7.10.
Guarantee Matters. Each of the Banks (including in its capacity as an Issuing Bank or a potential Issuing Bank, as applicable) irrevocably authorize the Administrative Agent, to release a Subsidiary Guarantor from its obligations under the Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by the Administrative Agent at any time, the Required Banks will confirm in writing the Administrative Agent’s authority to release any Subsidiary Guarantor from its obligations under the Guarantee pursuant to this Section 7.09. In each case as specified in this Section 7.09, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to release such Subsidiary Guarantor from its obligations under the Guarantee, in each case in accordance with the terms of the Loan Documents and this Section 7.09.
Guarantee Matters. (a) The Lenders irrevocably authorize the Administrative Agent to release any Subsidiary Guarantor from its obligations under the Obligations Guarantee if such Subsidiary Guarantor (i) after the Closing Date, ceases to be a Subsidiary of Ultimate Parent as a result of a transaction permitted hereunder, (ii) originally became a Subsidiary Guarantor on or after the Closing Date pursuant to Section 6.12 and is no longer required pursuant to the terms of such Section to be a Subsidiary Guarantor (after giving effect to any other releases of such Subsidiary Guarantor from its Guarantees of other Indebtedness to occur substantially simultaneously with the release of its obligations under the Obligations Guarantee) or (iii) was voluntarily designated by Ultimate Parent as a Subsidiary Guarantor and Ultimate Parent requests, in writing, that the Administrative Agent release it from the Obligations Guarantee and no Event of Default would immediately result from such a release. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release any Subsidiary Guarantor from its obligations under the Obligations Guarantee pursuant to this Section 10.10.
(b) The Lenders irrevocably authorize the Administrative Agent to determine, in connection with any Foreign Subsidiary becoming a Subsidiary Guarantor on or after the Effective Date, the terms and conditions of any limitations to be set forth in the Subsidiary Guarantor Counterpart to be executed by such Foreign Subsidiary if the Administrative Agent determines (or is advised by counsel) that such limitations are required by applicable Law or are otherwise customary and appropriate for Guarantees provided by Persons organized in the jurisdiction of organization of such Foreign Subsidiary.
Guarantee Matters. Promptly upon and, in any event, within 30 days of (a) any Subsidiary becoming a Subsidiary Guarantor under and as defined in the Incorporated Agreement or (b) any Foreign Subsidiary executing and delivering an accession agreement to the Foreign Designated Company Guarantee under and as defined in the Incorporated Agreement, the Borrower shall cause such Subsidiary to execute and deliver to the Bank an accession agreement in the form of Annex 1 to the Guarantee, appropriately completed, and deliver to the Bank documents of the type delivered under the Incorporated Agreement, all in the form, content and scope reasonably satisfactory to the Bank, provided, however, that no Foreign Subsidiary will be required to execute and deliver the Guarantee unless the Bank determines in its reasonable discretion and after consultation with the Borrower that there are (a) no legal restrictions that would make such execution and delivery not commercially feasible or (b) no “deemed dividend” or other tax issues that would result in income being attributable to Jacobs or any of its Subsidiaries as a result thereof.
Guarantee Matters. The Lenders hereby authorize the Administrative Agent at its option and in its discretion to release any Subsidiary Guarantor from its Obligations under any Loan Documents to which it is a party (a) if such Person ceases to be a Restricted Subsidiary or a Domestic Subsidiary of the Borrower or becomes an Excluded Subsidiary or (b) at the election of the Borrower (exercised in its sole discretion) in the case of any Subsidiary Guarantor that the Borrower caused to become a Subsidiary Guarantor pursuant to the last sentence of subsection 6.9 and that is not otherwise required to become a Subsidiary Guarantor pursuant to such subsection.
Guarantee Matters. The Lenders and each L/C Issuer irrevocably authorize the Administrative Agent, without any further authorization from any Lender or any L/C Issuer, to release any Guarantor from its obligations under the Guarantee if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder or is designated as an Unrestricted Subsidiary pursuant to the provisions of Section 10.25 hereof.
Guarantee Matters. The Lenders and the Issuing Bank irrevocably authorize the Administrative Agent, at its option and in its discretion to release any or all of TRS, ROC and/or RLP from its obligations under the Guarantee Agreement if TRS, ROC and/or RLP, as the case may be, ceases to be a Subsidiary of Rayonier as a result of a transaction that is permitted under the Loan Documents as in effect on the Closing Date. Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release TRS, ROC and/or RLP, as the case may be, from its obligations under the Guarantee Agreement pursuant to this Section 7.10.