Lien Release Event definition

Lien Release Event has the meaning specified in Section 10.11(a)(i).

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Lien Release Event means the occurrence of both of the following: (i) the Ratings with respect to the Company are BBB-/Baa3 (or the equivalent) with a stable outlook or better from two or more of S&P, ▇▇▇▇▇’▇ and Fitch and (ii) all Advances under the Term Loan B Facility shall have been repaid in full and all Term Loan B Commitments shall have been terminated.

Lien Release Event has the meaning specified in Section 9.11(b). “Loan” means an extension of credit by a Lender to the Borrowers under Article II in the form of a Term Loan, a Revolving Credit Loan or a Specified Refinancing Revolving Loan. “Loan Documents” means, collectively, (i) this Agreement, (ii) the Notes, (iii) the Guaranty, (iv) the Collateral Documents, (v) the Intercompany Subordination Agreement, (vi) any intercreditor agreement entered into pursuant to the terms of this Agreement, (vii) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.16 of this Agreement, and (viii) any Refinancing Amendment (including the Second Amendment), and (ix) the Third Amendment. “Loan Parties” means, collectively, the Borrowers and each Guarantor. “Majority Lenders” of any Tranche shall mean those Non-Defaulting Lenders which would constitute the Required Lenders under, and as defined in, this Agreement if all outstanding Obligations of the other Tranches under this Agreement were repaid in full and all Commitments with respect thereto were terminated. “Management Agreement” means that certain Second Amended and Restated Advisory Agreement dated as of September 15, 2016 between GTCR Management XI LP, a Delaware limited liability partnership, Vector Laboratories, Inc. and TriLink, as the same may be amended, restated, modified or replaced, from time to time, to the extent such amendment, modification or replacement is not less advantageous to the Lenders in any material respect than such Management Agreement. “Margin Stock” has the meaning assigned to such term in Regulation U of the Board as from time to time in effect. “Material Adverse Effect” means (a) a material adverse effect on the business, assets, property, liabilities (actual or contingent), financial condition or results of operations of the Borrowers and the Subsidiaries, taken as a whole, (b) a material adverse effect on the ability of the Loan Parties (taken as a whole) to perform their respective payment obligations under the Loan Documents or (c) a material adverse effect on the rights or remedies (taken as a whole) of the Agents or the Lenders under the Loan Documents, taken as a whole. “Material Intellectual Property” means intellectual property owned by any Loan Party or any Restricted Subsidiary that is material to the business of the Loan Parties or the Restricted Subsidiaries, taken as a whole. “Material Real Property” means any parcel of real property (other t...

Examples of Lien 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.

• From and after a Lien Release Event and prior to any subsequent Ratings Trigger Event, any provision set forth herein or in any other Loan Document requiring the consent of the Collateral Agent or actions required in connection with Collateral (including delivery of opinions with respect thereto) shall be disregarded.

• 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.

• 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.

• Any notice provided to the Trustee or Notes Collateral Agent in connection with a Lien Release Event or a Guarantee Release Event shall be deemed an authenticated demand from a debtor duly delivered under Section 9-513(c) of the UCC, and the Issuer and the Guarantors shall have the rights provided by Section 9-509 of the UCC with respect to any such demand; provided that the applicable time period set forth in Section 9-513(c) of the UCC shall be deemed to be three Business Days.

• 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 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.

• Each Agent 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 and subject to receipt of a Release Certificate, in connection with a Lien Release Event or Guarantee 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.

• No Lien Release Event shall in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents.

More Definitions of Lien Release Event

Lien Release Event means each occurrence, if any, at any time following the Second Amendment Restatement Date, of each of the following: (i) the Corporate Rating with respect to Holdings and the Subsidiaries on a consolidated basis shall be equal to (or better than) BBB-/Baa3 (or the equivalent) with a stable outlook or better from at least two of S&P, ▇▇▇▇▇’▇ and Fitch, (ii) no B Term Loans or B Term [[NYCORP:3664832v12::08/15/2017--08:07 PM]] Loan Commitments shall be outstanding, (iii) no Default or Event of Default shall have occurred and be continuing and (iv) the Borrower shall have delivered to the Administrative Agent written notice confirming the foregoing requirements have been met and stating its intention that a Lien Suspension Period commence; provided, however, a Lien Release Event shall not occur unless, substantially simultaneously therewith, a “Lien Release Event” as defined in the Leidos Credit Agreement (or a comparable successor provision in the case of a refinancing or other replacement thereof) has occurred. For purposes of determining if a Lien Release Event has occurred, if any of Moody’s, S&P or Fitch shall not have in effect a Corporate Rating of Holdings and the Subsidiaries on a consolidated basis, then the Borrower and the Lenders shall negotiate in good faith to agree upon another rating agency to be substituted by an amendment to this Agreement for the rating agency which shall not have a Corporate Rating in effect, and pending the effectiveness of such amendment, the occurrence of a Lien Release Event shall be determined by reference to the two available Corporate Ratings. If the Corporate Rating established or deemed to have been established by Moody’s, S&P or Fitch shall be changed (other than as a result of a change in the rating system of Moody’s, S&P or Fitch), such change shall be effective as of the date on which it is first announced by the applicable rating agency. If the rating system of Moody’s, S&P or Fitch shall change, or if any such rating agency shall cease to be in the business of rating corporate debt obligations, the Borrower and the Lenders shall negotiate in good faith to amend the definition of “Lien Release Event” to reflect such changed rating system or the unavailability of ratings from such rating agency.

Lien Release Event has the meaning set forth in Section 2.17(a) hereof.

Lien Release Event has the meaning assigned to such term in Article 8. Mar 12, 2024 7:55 PM EDT

Lien Release Event means each occurrence, if any, at any time following the First Amendment Restatement Date, of each of the following: (i) the Corporate Rating with respect to Holdings and the Subsidiaries on a consolidated basis shall be equal to (or better than) BBB-/Baa3 (or the equivalent) with a stable outlook or better from at least two of S&P, Moody’s and Fitch, (ii) no “B Term Loans” or “B Term Loan Commitments” (each as defined in the Spinco Credit Agreement) shall be outstanding under the Spinco Credit Agreement (or in the event of a refinancing or other replacement thereof, no loans or commitments equivalent to the foregoing shall be outstanding), (iii) no Default or Event of Default shall have occurred and be continuing and (iv) the Borrower shall have delivered to the Administrative Agent written notice confirming the foregoing requirements have been met and stating its intention that a Lien Suspension Period commence; provided, however, a Lien Release Event shall not occur unless, substantially simultaneously therewith, a “Lien Release Event” as defined in the Spinco Credit Agreement (or a comparable successor provision in the case of a refinancing or other replacement thereof) has occurred.

Lien Release Event has the meaning specified in Section 9.11(a)(i). “Liquidity” means unrestricted (as determined under GAAP), available cash and cash equivalents of the Borrower and its Subsidiaries (other than Insurance Companies), plus, if the conditions specified in Sections 4.02 have been satisfied, the amount by which the Aggregate Commitments exceed the Outstanding Amount. “Loan” has the meaning specified in Section 2.01.