Guaranty Release Event definition

Guaranty Release Event has the meaning specified in Section 10.11(a)(iii).

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 Moody's is equal to or greater than Baa1.

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).

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.

• 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.

• 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.

• 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.

• 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.

• 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, Permitted Consent Event or Guaranty Release Event and that such actions are not discretionary.

• 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.

More Definitions of Guaranty Release Event

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...

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.

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.

Guaranty Release Event shall have the meaning assigned thereto in Section 2.2.