Guaranty Release Event definition

Guaranty Release Event has the meaning specified in Section 9.11(a)(ii).
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Guaranty Release Event means the occurrence of either of the following events: (a) the Borrower's Debt Rating by S&P is equal to or greater than BBB+ or (b) the Borrower's Debt Rating by Xxxxx'x is equal to or greater than Baa1.
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Guaranty Release Event has the meaning specified in Section 9.11(b). “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, materials or wastes, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, toxic mold, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other toxic substances, materials or wastes regulated pursuant to any Environmental Law. “Hedge Bank” means any Person that (i) at the time it enters into a Swap Contract, is a Lender or an Agent or an Affiliate of a Lender or an Agent, (ii) within 30 days after the time it enters into a Swap Contract, becomes a Lender or an Agent or an Affiliate of a Lender or an Agent, (iii) with respect to Swap Contracts in effect as of the Closing Date, is, as of the Closing Date or within 30 days after the Closing Date, a Lender or an Agent or an Affiliate of a Lender or an Agent, in each case, in its capacity as a party to such Swap Contract or (iv)(A) is a party to a Swap Contract with a Loan Party and (B) at the Parent Borrower’s request, delivers to the Administrative Agent a written notice (1) appointing the Administrative Agent as its agent under the applicable Loan Documents and (2) agreeing to be bound by Article IX and Sections 10.05, 10.15 and 10.17 as if such Person were a Lender; provided that the designation of any Hedge Bank pursuant to this clause (iv) shall not create in favor of such Hedge Bank any rights in connection with management or release of Collateral or the obligations of any Loan Party under the Loan Documents. “Holdings” has the meaning specified in the introductory paragraph to this Agreement. “Holdings Guaranty” means the Holdings Guaranty made by Holdings in favor of the Administrative Agent on behalf of the Secured Parties, substantially in the form of Exhibit F-1, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof. “Honor Date” has the meaning specified in Section 2.03(d)(i). “IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board. “Immaterial Subsidiary” means any Subsidiary of any Borrower that, as of the date of the most recent financial statements required to be delivered pursuant to Section 6.01(a) or (b), does not have (a) assets (when combined with the assets of all other Immaterial Subsidiaries, after eliminating intercompany obligations) in excess of 5.0% of Con...
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Examples of Guaranty Release Event in a sentence

  • Each Agent, each Lender and each other Secured Party agrees that it will promptly take such action and execute any such documents as may be reasonably requested by the Borrower (such actions and such execution, the “Release Actions”), at the Borrower’s sole cost and expense, in connection with a Lien Release Event, Release/ Subordination Event or Guaranty Release Event and that such actions are not discretionary.

  • Each of the Administrative Agent and the Collateral Agent agrees that it will take such commercially reasonable action and execute any such customary documents as may be reasonably requested by the Borrower (such actions and such execution, the “Release Actions”), at the Borrower’s sole cost and expense, in connection with a Lien Release Event, Release/Subordination Event or Guaranty Release Event and that such actions are not discretionary.

  • She quick- ly set out to work to change that injus- tice and win the franchise for women in every State in the territory.

  • It is agreed that regardless of the occurrence of any Guaranty Release Event or otherwise, each Domestic Borrower shall be a Domestic Guarantor, and each Foreign Borrower shall be a Foreign Guarantor, in each case under the applicable Guaranty and at all times such Person is a Borrower under this Agreement.

  • Each Agent, each Lender and each other Secured Party agrees that it will promptly take such action and execute any such documents as may be reasonably requested by a Borrower (such actions and such execution, the “Release Actions”), at the Borrowers’ sole cost and expense, in connection with a Lien Release Event, Release/Subordination Event or Guaranty Release Event and that such actions are not discretionary.

  • Each of the Administrative Agent and the Collateral Agent, as applicable, agrees that it will promptly take such action and execute any such documents as may be reasonably requested by the Borrower (such actions and such execution, the “Release Actions”), at the Borrower’s reasonable cost and expense, in connection with a Lien Release Event or Guaranty Release Event and that such actions are not discretionary.

  • If, at any time after the Closing Date, a Guaranty Release Event shall occur, the Administrative Agent shall, at the expense of the Borrower, release the Subsidiary Guaranty and shall take all actions reasonably necessary to evidence such release.

  • Each Agent, each Lender and each other Secured Party agrees that it will promptly take such action and execute any such documents as may be reasonably requested by the Borrower (such actions and such execution, the “Release Actions”), at the Borrower’s sole cost and expense, in connection with a Lien Release Event, Subordination/Release Event or Guaranty Release Event and that such actions are not discretionary.

  • Following any such Subsidiary Guaranty Release Event and without the requirement for any consent or approval under Section 9.5 of the Credit Agreement, the Administrative Agent shall promptly execute and deliver such documents and agreements reasonably requested by the Borrower confirming the termination and release of the Subsidiary Guaranty, all at the sole expense of the Borrower.


More Definitions of Guaranty Release Event

Guaranty Release Event means the satisfaction of each of the following conditions: (a) both (i) the Xxxxx’x Rating is Baa3 or better (with a stable outlook or better) and (ii) the S&P Rating is BBB- or better (with a stable outlook or better), (b) no Default exists, and (c) the Administrative Agent’s receipt of a certificate from the Company certifying to the foregoing.
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Guaranty Release Event shall have the meaning assigned thereto in Section 2.2.
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Guaranty Release Event means the satisfaction of each of the following conditions: (a) both (i) the Moody’s Rating is Baa3 or better (with a stable outlook or better) and (ii) the S&P Rating is BBB- or better (with a stable outlook or better), (b) no Default exists, and (c) the Administrative Agent’s receipt of a certificate from the Company certifying to the foregoing.
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Guaranty Release Event has the meaning specified in Section 9.11(a)(ii). “Hybrid Securities” means, at any time, trust preferred securities, deferrable interest subordinated debt securities, mandatory convertible debt or other hybrid securities issued by the Borrower or any Subsidiary. “Immaterial Subsidiary” means any Subsidiary designated by the Borrower as an Immaterial Subsidiary if and for so long as such Immaterial Subsidiary does not have, as of the last day of the most recent Fiscal Quarter for which financial statements are available, (a)(i) total assets exceeding 5.0% of the consolidated assets or (ii) total revenues for the most recent four Fiscal Quarter period then ended exceeding 5.0% of the total revenues for such period of the Borrower and its Subsidiaries, and (b) together with all other Immaterial Subsidiaries so designated as Immaterial Subsidiaries, (i) total assets at such time exceeding 10.0% of the consolidated assets or (ii) total revenues for the most recent four Fiscal Quarter period then ended exceeding 10.0% of the total revenues for such period of the Borrower and its Subsidiaries, in the case of each of clauses (a) and (b) on a Consolidated basis. The Borrower may, at any time, by written notice to the Administrative Agent, designate any Immaterial Subsidiary as a Material Subsidiary. “Indemnified Taxes” means (i) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of the Borrower under any Loan Document and (ii) to the extent not otherwise described in clause (i), Other Taxes. “Indemnitee” has the meaning specified in Section 10.04(b).
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Related to Guaranty Release Event

  • Release Event has the meaning set forth in Section 6(b).

  • Collateral Release Date has the meaning given that term in Section 8.10.(b).

  • Collateral Release Period means each period commencing with the occurrence of a Collateral Release Event and continuing until the occurrence of the next Collateral Reinstatement Event, if any, immediately following such Collateral Release Event.

  • Collateral Event means that no Relevant Entity has credit ratings at least equal to the Approved Ratings Threshold.

  • Collateral Event of Default has the meaning set forth in Section 13.01(b).

  • Forbearance Default means (A) the occurrence of any Default (as defined in the GE Loan Agreement) or any Event of Default (as defined in the TCFC Loan Agreement) other than the Specified Defaults, (B) the failure of any Borrower or any other Loan Party to comply timely with any term, condition, or covenant set forth in this Agreement, (C) the failure of any representation or warranty made by any Borrower or any other Loan Party under or in connection with this Agreement to be true and complete in all material respects as of the date when made or any other breach of any such representation or warranty in any material respect, (D) any occurrence, event or change in facts or circumstances occurring on or after the Effective Date that would have a Material Adverse Change (as defined in either Loan Agreement) on any Borrower or any other Loan Party or any of their respective financial conditions, businesses, prospects or assets, (E) (I) any breach by Travis or any other Loan Party of any provision of the Merxxx Xgreement or any other agreement, instrument or document executed in connection therewith, (II) any failure by Travis or TRMC to satisfy any condition precedent to txx xxxectiveness of the Merger Agreement or any other agreement, instrument or document executed in connection therewith, (III) any termination or purported termination by any party thereto of the Merger Agreement, or (IV) any other failure of the Merger Agreement to remain in full force and effect at any time, (F) any breach by Tracker of any of the provisions of that certain letter agreement dated on or about the date hereof between Tracker and Lender (the "Tracker Letter Agreement"), including, without limitation, any failure by Tracker to fund any working capital shortfall of Travis pursuant to Section 7 of the Tracker Letter Agreement, ox (X) any determination made by Lender in its sole discretion at any time that Lender, Travis and Tracker (or its affiliate, TMRC) have failed or arx xxxble to reach agreement on the terms for restructuring the credit facilities under the Loan Documents or on any other matters referenced in Section 6.03(g) of the Merger Agreement. Any Forbearance Default shall constitute an immediate Default under the GE Loan Agreement and an immediate Event of Default under the TCFC Loan Agreement.

  • Actionable Default means (i) an Event of Default under and as defined by the Credit Facility Agreement or (ii) an event of default under the Public Indenture.

  • Guarantee Event of Default means a default by the Guarantor on any of its payment or other obligations under this Guarantee.

  • First Lien/Second Lien Intercreditor Agreement means an intercreditor agreement substantially in the form of Exhibit H hereto, or such other customary form reasonably acceptable to the Administrative Agent and the Borrower, in each case, as such document may be amended, restated, supplemented or otherwise modified from time to time.

  • Counterparty Downgrade Collateral Account means an interest-bearing account of the Issuer with the Custodian into which all Counterparty Downgrade Collateral is to be deposited.

  • Lease Event of Default shall have the meaning specified in Section 17.1 of the Lease.

  • Event of Servicing Termination means an event specified in Section 8.1 of the Sale and Servicing Agreement.

  • Release Effective Date means the date the Release becomes effective and irrevocable.

  • Guarantor Event of Default means the occurrence of any “Event of Default” under and as defined in the Performance Guaranty.

  • Forbearance Termination Date means the earlier to occur of (i) the closing of a Transaction; (ii) October 31, 2001, or (iii) the date upon which the Forbearance Default occurs.

  • Forbearance Termination Event has the meaning set forth in Section 3(a) hereto.

  • Mortgage Loan Event of Default means an “Event of Default” under and as defined in the Mortgage Loan Agreement.

  • Escrow Release Date has the meaning set forth in the Escrow Agreement.

  • Servicing Default The meaning assigned in Section 6.01 of the Servicing Agreement.

  • Escrow Release Conditions has the meaning ascribed to that term in the Subscription Receipt Agreement;

  • First Lien Intercreditor Agreement means an Intercreditor Agreement substantially in the form of Exhibit L among the Administrative Agent, the Collateral Agent and the representatives for purposes thereof for any other First Lien Secured Parties, with such changes thereto as may be reasonably acceptable to the Administrative Agent; provided that such changes are not materially adverse to the Lenders.

  • Investment Property Control Agreement means an agreement in writing, in form and substance satisfactory to Agent, by and among Agent, any Borrower or Guarantor (as the case may be) and any securities intermediary, commodity intermediary or other person who has custody, control or possession of any investment property of such Borrower or Guarantor acknowledging that such securities intermediary, commodity intermediary or other person has custody, control or possession of such investment property on behalf of Agent, that it will comply with entitlement orders originated by Agent with respect to such investment property, or other instructions of Agent, and has such other terms and conditions as Agent may require.

  • Second Lien Intercreditor Agreement means the Intercreditor Agreement, substantially in the form of Exhibit D-2, with any changes thereto implemented in accordance with the definition of an Acceptable Intercreditor Agreement or otherwise reasonably agreed by the Administrative Agent and the Required Lenders.

  • Servicer Event of Default One or more of the events described in Section 7.01.

  • Master Servicer Event of Default One or more of the events described in Section 7.01.

  • Note Event of Default means any “Event of Default” specified in Section 5.1 of the Indenture.