Required Subsidiary Guarantor means (a) at all times prior to an Investment Grade Release, each Owner with respect to any Property to be included as an Unencumbered Property, and (b) upon and at all times following an Investment Grade Release, each Owner with respect to any Property to be included as an Unencumbered Property (if any) that is a borrower or guarantor of, or is otherwise obligated in respect of, any Unsecured Indebtedness (other than Indebtedness under the Facilities), but only for so long as such Subsidiary remains obligated in respect of such Unsecured Indebtedness, in each case under clauses (a) and (b), together with their successors and permitted assigns, in each case, to the extent such Subsidiary has not been released from its obligations hereunder in accordance with Section 10.12.

Required Subsidiary Guarantor means, at any time, (a) if it is a Subsidiary at such time, each existing or subsequently acquired or organized subsidiary of PXP that is at such time a guarantor of the obligations of PXP under any PXP Indenture Debt and (b) each other Subsidiary (other than a Subsidiary that is a Borrower) that at such time is a guarantor of obligations of FCX under the Term Loan Agreement, any other bank credit facility of FCX, the MMR Bridge Facility, the PXP Bridge Facility, the Senior Notes or any Other Senior Debt; provided, however, that a Subsidiary will cease to be a Required Subsidiary Guarantor (and may thereafter be released from its obligations under the Guarantee Agreement in accordance with the provisions of Section 11.02) at such time, if any, as (and only for such periods as) such Subsidiary Guarantor no longer guarantees any obligations (i) of PXP under any PXP Indenture Debt or refinancing Indebtedness in respect thereof or (ii) of FCX in respect of the Term Loan Agreement, any other bank credit facility of FCX, the MMR Bridge Facility, the PXP Bridge Facility, the Senior Notes or any Other Senior Debt.

Required Subsidiary Guarantor means, at any time, (a) each Wholly-Owned Domestic Subsidiary (other than the Parent Borrower) that is not at such time an Excluded Subsidiary, (b) to the extent it is not an Excluded Subsidiary pursuant to clause (c) of such definition, KWE, (c) each Wholly-Owned Subsidiary of KWE that is a borrower or guarantor of, or otherwise has a payment obligation under, (i) Indebtedness evidenced by notes or bonds issued pursuant to any KWI Note Indenture and/or (ii) any Unsecured Indebtedness of the Parent or any Domestic Subsidiary (excluding Indebtedness evidenced by notes or bonds issued pursuant to any KWI Note Indenture and Indebtedness incurred under the Facilities), in the case of each of clause (i) and clause (ii), that is not at such time an Excluded Subsidiary.

Examples of Required Subsidiary Guarantor in a sentence

Without limiting the provisions of Section 9.09, the Lenders (including in its capacity as a potential Hedge Bank) and the L/C Issuers irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Subsidiary Guarantor from its obligations under the Guaranty if such Person becomes an Excluded Subsidiary, ceases to be a Required Subsidiary Guarantor or ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.
Without limiting the provisions of Section 9.09, each of the Lenders and each of the L/C 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 (i) ceases to be a Subsidiary or (ii) ceases to be a Required Subsidiary Guarantor, in each case under clauses (i) and (ii), as a result of a transaction permitted under the Loan Documents.
Without limiting the provisions of Section 9.09, each of the Lenders, the Swing Line Lender and each of the L/C 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 (i) ceases to be a Subsidiary or (ii) ceases to be a Required Subsidiary Guarantor, in each case under clauses (i) and (ii), as a result of a transaction permitted under the Loan Documents.
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 Guaranty if such Person becomes an Excluded Subsidiary, ceases to be a Required Subsidiary Guarantor or ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.
Without limiting the provisions of Section 9.09, each of the Lenders and each of the L/C 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 123 Person (i) ceases to be a Subsidiary or (ii) ceases to be a Required Subsidiary Guarantor, in each case under clauses (i) and (ii), as a result of a transaction permitted under the Loan Documents.

More Definitions of Required Subsidiary Guarantor

Required Subsidiary Guarantor means, as of any date of determination, each Domestic Subsidiary which, as of the most recent fiscal quarter of the Company, for the period of four consecutive fiscal quarters then ended for which financial statements have been delivered pursuant to Section 5.01(a) or Section 5.01(b), contributed greater than (a) ten percent of Consolidated EBITDA Ex-Canam for such period or (b) ten percent of Consolidated Total Assets Ex-Canam as of the last day of such period; provided that, if at any time the aggregate amount of Consolidated EBITDA Ex-Canam or Consolidated Total Assets Ex-Canam attributable to all Subsidiaries that are not Guarantors exceeds fifteen percent of Consolidated EBITDA Ex-Canam for any such period or fifteen percent of Consolidated Total Assets Ex-Canam as of the last day of any such fiscal quarter, then the Company shall, pursuant to Section 5.01(d), designate in the Compliance Certificate required to be delivered for such fiscal quarter or fiscal year, as applicable, sufficient Subsidiaries, whether Domestic Subsidiaries, Foreign Subsidiaries or a combination thereof, as “Required Subsidiary Guarantors” to eliminate such excess, and upon the delivery of such Compliance Certificate to the Administrative Agent, such designated Subsidiaries shall for all purposes of this Agreement constitute Required Subsidiary Guarantors and each shall be required to become a Guarantor pursuant to Section 5.12. In the event that the Company fails to designate sufficient additional Subsidiaries as “Required Subsidiary Guarantors” in the Compliance Certificate as aforesaid, the Administrative Agent may, by written notice to the Company, designate sufficient Subsidiaries, whether Domestic Subsidiaries, Foreign Subsidiaries or a combination thereof, as “Required Subsidiary Guarantors” on the Company’s behalf, to eliminate such excess, and upon delivery of such written notice to the Company, such designated Subsidiaries shall for all purposes of this Agreement constitute Required Subsidiary Guarantors and each shall be required to become a Guarantor pursuant to Section 5.12. Notwithstanding the foregoing, the Permitted JV shall not constitute a “Required Subsidiary Guarantor” for any purposes hereunder or any other Loan Documents.

Required Subsidiary Guarantor is hereby amended by (i) deleting the last sentence thereof in its entirety and (ii) adding the following as a new sentence at the end thereof: “Notwithstanding the foregoing, the Permitted JV shall not constitute a “Required Subsidiary Guarantor” for any purposes hereunder or any other Loan Documents.”

Required Subsidiary Guarantor means, at any time, each Subsidiary (other than a Subsidiary that is a Borrower) that at such time is a guarantor of obligations of FCX under any bank credit facility of FCX or any Other Senior Debt; provided, however, that a Subsidiary will cease to be a Required Subsidiary Guarantor (and may thereafter be released from its obligations under the Guarantee Agreement in accordance with the provisions of Section 11.02) at such time, if any, as (and only for such periods as) such Subsidiary Guarantor no longer guarantees any obligations of FCX in respect of any bank credit facility of FCX or any Other Senior Debt. Notwithstanding anything to the contrary in this Agreement, in no event will a CFC or CFC Holdco be a Required Subsidiary Guarantor unless such CFC or CFC Holdco is a guarantor of obligations of FCX under any bank credit facility of FCX or any Other Senior Debt in excess of $200,000,000 in the aggregate. For the avoidance of doubt, if a CFC or CFC Holdco guarantees only a portion of an obligation, it shall be considered a guarantor of only the portion it guarantees in determining the dollar amount of obligations guaranteed by a CFC or CFC Holdco for purposes of the preceding sentence.

Required Subsidiary Guarantor shall include any Domestic Subsidiary or Canadian Subsidiary that has or is required to xxxxx x Xxxx on its Oil and Gas Properties pursuant to Section 5.12.

Required Subsidiary Guarantor definition

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