Common use of Release Upon Termination of the Issuer’s Obligations Clause in Contracts

Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the First Lien Trustee and the First Lien Collateral Agent an Officers’ Certificate certifying that (i) payment in full of the principal of, premium (if any), together with accrued and unpaid interest on, the Notes and all other First Priority Notes Obligations that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid or (ii) the Issuers shall have exercised their legal defeasance option or their covenant defeasance option, in each case in compliance with the provisions of Article VIII, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Lien Trustee have been satisfied, the First Lien Trustee shall deliver to the Issuers and the First Lien Collateral Agent a notice stating that the First Lien Trustee, on behalf of the holders of the Notes, disclaims and gives up any and all rights it has in or to the First Lien Collateral (other than with respect to funds held by the First Lien Trustee pursuant to Article VIII), and any rights it has under the First Lien Collateral Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a Lien in the First Lien Collateral on behalf of the First Lien Trustee or the holders of the Notes and shall do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agent.

Appears in 3 contracts

Samples: Supplemental Indenture (Mallinckrodt PLC), Indenture (Mallinckrodt PLC), Exchange Agreement (Mallinckrodt PLC)

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Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the First Lien Trustee and the First Lien Collateral Agent an Officers’ Certificate certifying that (i) the Issuers deliver to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the payment in full of the principal ofIssuers’ obligations under the Offered Securities, premium (if any), together with accrued and unpaid interest on, the Notes and all other First Priority Notes such Obligations that are due and payable at or prior to the time such principalhave been so satisfied, together with accrued and unpaid interest, are paid or (ii) the Issuers shall have exercised their a discharge, legal defeasance option or their covenant defeasance option, in each case in compliance occurs under Article XV of this Indenture with the provisions of Article VIII, and an Opinion of Counsel stating that all conditions precedent respect to the execution and delivery of such notice by the First Lien Trustee have been satisfiedOffered Securities, the First Lien Trustee shall deliver to the Issuers and the First Lien Collateral Agent a notice stating that the First Lien Trustee, on behalf of the holders Holders of the NotesOffered Securities, disclaims and gives up any and all rights it has in or to the First Lien Collateral (other than with respect to funds held by the First Lien Trustee pursuant to Article VIII)Offered Securities, and any rights it has under the First Lien Collateral DocumentsOffered Securities, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a Lien lien in the Collateral with respect to the Offered Securities on behalf of the Trustee and shall (or shall direct the First Lien Collateral on behalf of the First Lien Trustee or the holders of the Notes and shall Agent to) do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer necessary to release and discharge such Lien lien, with respect to the Offered Securities, as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agentpracticable.

Appears in 3 contracts

Samples: Prime Security Services (ADT Inc.), Prime Security Services (ADT Inc.), Indenture (ADT Inc.)

Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the First Lien Trustee and the First Lien Collateral Agent an Officers’ Officer’s Certificate certifying that (i) payment in full of the principal of, premium (if any), together with accrued and unpaid interest on, the Notes and all other First Priority Notes Obligations that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid or (ii) the Issuers Issuer shall have exercised their its legal defeasance option or their its covenant defeasance option, in each case in compliance accordance with the provisions of Article VIIISection 8.01 and 8.02 hereof, as applicable, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Lien Trustee have been satisfied, the First Lien Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice notice, in form reasonably satisfactory to the Collateral Agent, stating that the First Lien Trustee, on behalf of the holders of the NotesHolders, disclaims and gives up any and all rights it has in or to the First Lien Collateral solely on behalf of the Holders of the Notes without representation, warranty or recourse (other than with respect to funds held by the First Lien Trustee pursuant to Article VIIISection 8.03 hereof, as applicable), and any rights it has under the First Lien Collateral Documents, Security Documents solely on behalf of the Holders of the Notes and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a Lien in the First Lien Collateral on behalf of the First Lien Trustee or the holders of the Notes and shall execute and deliver all documents and do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agentpracticable.

Appears in 2 contracts

Samples: Acceptable Intercreditor Agreement (Dave & Buster's Entertainment, Inc.), Indenture (At Home Group Inc.)

Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the First Second Lien Trustee and the First Second Lien Collateral Agent an Officers’ Certificate certifying that (i) payment in full of the principal of, premium (if any), together with accrued and unpaid interest on, the Notes and all other First Second Priority Notes Obligations that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid or (ii) the Issuers shall have exercised their legal defeasance option or their covenant defeasance option, in each case in compliance with the provisions of Article VIII, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Second Lien Trustee have been satisfied, the First Second Lien Trustee shall deliver to the Issuers and the First Second Lien Collateral Agent a notice stating that the First Second Lien Trustee, on behalf of the holders of the Notes, disclaims and gives up any and all rights it has in or to the First Second Lien Collateral (other than with respect to funds held by the First Second Lien Trustee pursuant to Article VIII), and any rights it has under the First Second Lien Collateral Documents, and upon receipt by the First Second Lien Collateral Agent of such notice, the First Second Lien Collateral Agent shall be deemed not to hold a Lien in the First Second Lien Collateral on behalf of the First Second Lien Trustee or the holders of the Notes and shall do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Second Lien Collateral Agent.

Appears in 2 contracts

Samples: Supplemental Indenture (Mallinckrodt PLC), Supplemental Indenture (Mallinckrodt PLC)

Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the First Lien Trustee and the First Lien Collateral Agent an Officers’ Officer’s Certificate certifying that (i) payment in full of the principal of, premium (if any), together with accrued and unpaid interest on, any Series of the Notes and all other First Priority Notes Obligations that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid or (ii) the Issuers Issuer shall have exercised their legal defeasance its Legal Defeasance option or their covenant defeasance Covenant Defeasance option, in each case in compliance with the provisions of Article VIIISection 8.02 or 8.03 of the Base Indenture, as applicable, and an Opinion of Counsel Officer’s Certificate stating that all conditions precedent to the execution and delivery of such notice by the First Lien Trustee have been satisfied, the First Lien Trustee shall deliver to the Issuers Issuer and the First Lien Notes Collateral Agent a notice notice, in form reasonably satisfactory to the Notes Collateral Agent, stating that the First Lien Trustee, on behalf of the holders Holders of the such Series of Notes, disclaims and gives up any and all rights it has in or to the First Lien Collateral solely on behalf of the Holders of such Series the Notes without representation, warranty or recourse (other than with respect to funds held by the First Lien Trustee pursuant to Article VIIISection 8.02 or 8.03 of the Base Indenture, as applicable), and any rights it has under the First Lien Collateral Documents, Documents solely on behalf of the Holders of the Notes and upon receipt by the First Lien Notes Collateral Agent of such notice, the First Lien Notes Collateral Agent shall be deemed not to hold a Lien in the First Lien Collateral on behalf of the First Lien Trustee or the holders of the Notes and shall execute and deliver all documents and do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agentpracticable.

Appears in 1 contract

Samples: First Supplemental Indenture (Icon PLC)

Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the First Lien Trustee and the First Lien Collateral Agent an Officers’ Officer’s Certificate certifying that (i) payment in full of the principal of, premium (if any), together with accrued and unpaid interest on, the Notes Securities and all other First Priority Notes Obligations that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid or (ii) the Issuers Issuer shall have exercised their its legal defeasance option or their its covenant defeasance option, in each case in compliance accordance with the provisions of Article VIIISection 8.01 and 8.02 hereof, as applicable, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Lien Trustee have been satisfied, the First Lien Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice notice, in form reasonably satisfactory to the Collateral Agent, stating that the First Lien Trustee, on behalf of the holders of the NotesHolders, disclaims and gives up any and all rights it has in or to the First Lien Collateral solely on behalf of the Holders of the Securities without representation, warranty or recourse (other than with respect to funds held by the First Lien Trustee pursuant to Article VIIISection 8.03 hereof, as applicable), and any rights it has under the First Lien Collateral Documents, Security Documents solely on behalf of the Holders of the Securities and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a Lien in the First Lien Collateral on behalf of the First Lien Trustee or the holders of the Notes and shall execute and deliver all documents and do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agentpracticable.

Appears in 1 contract

Samples: Indenture (Clarivate Analytics PLC)

Release Upon Termination of the Issuer’s Obligations. In the event (i) that the Issuer delivers to the First Lien Trustee Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under this Eighth Supplemental Indenture, the Notes and the First Lien Collateral Agent an Officers’ Certificate certifying that (i) Security Documents have been satisfied and discharged by the payment in full of the principal ofIssuer’s obligations under the Notes, premium (if any)this Eighth Supplemental Indenture and the Security Documents, together with accrued and unpaid interest on, the Notes and all other First Priority Notes such Obligations that are due and payable at or prior to the time such principalhave been so satisfied, together with accrued and unpaid interest, are paid or (ii) the Issuers shall have exercised their a discharge, legal defeasance option or their covenant defeasance option, in each case in compliance with the provisions of this Eighth Supplemental Indenture occurs under Article VIII, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Lien Trustee have been satisfied8 or 13, the First Lien Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the First Lien Trustee, on behalf of the holders of the NotesHolders, disclaims and gives up any and all rights it has in or to the First Lien Collateral (other than with respect to funds held by the First Lien Trustee pursuant to Article VIII)Collateral, and any rights it has under the First Lien Collateral Security Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a Lien in the First Lien Collateral on behalf of the Trustee, and the Trustee shall (and direct the First Lien Trustee or the holders of the Notes and shall Collateral Agent to) do or cause to be done (done, at the expense of the Issuer) ’s sole cost and expense, all acts reasonably requested by the Issuer necessary to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agentpracticable.

Appears in 1 contract

Samples: HCA Holdings, Inc.

Release Upon Termination of the Issuer’s Obligations. In the event (i) that the Issuer delivers to the First Lien Trustee Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under this Eighteenth Supplemental Indenture, the Notes and the First Lien Collateral Agent an Officers’ Certificate certifying that (i) Security Documents have been satisfied and discharged by the payment in full of the principal ofIssuer’s obligations under the Notes, premium (if any)this Eighteenth Supplemental Indenture and the Security Documents, together with accrued and unpaid interest on, the Notes and all other First Priority Notes such Obligations that are due and payable at or prior to the time such principalhave been so satisfied, together with accrued and unpaid interest, are paid or (ii) the Issuers shall have exercised their a discharge, legal defeasance option or their covenant defeasance option, in each case in compliance with the provisions of this Eighteenth Supplemental Indenture occurs under Article VIII, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Lien Trustee have been satisfied8 or 13, the First Lien Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the First Lien Trustee, on behalf of the holders of the NotesHolders, disclaims and gives up any and all rights it has in or to the First Lien Collateral (other than with respect to funds held by the First Lien Trustee pursuant to Article VIII)Collateral, and any rights it has under the First Lien Collateral Security Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a Lien in the First Lien Collateral on behalf of the Trustee, and the Trustee shall (and direct the First Lien Trustee or the holders of the Notes and shall Collateral Agent to) do or cause to be done (done, at the expense of the Issuer) ’s sole cost and expense, all acts reasonably requested by the Issuer necessary to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agentpracticable.

Appears in 1 contract

Samples: HCA Healthcare, Inc.

Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the First Lien Trustee and the First Lien Collateral Agent an Officers’ Certificate certifying that (i) payment in full of the principal of, premium (if any), together with accrued and unpaid interest on, the Notes and all other First Priority Notes Indenture Obligations that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid or (ii) the Issuers Issuer shall have exercised their legal defeasance its Legal Defeasance option or their covenant defeasance its Covenant Defeasance option, in each case in compliance with the provisions of Article VIIISection 1302 or 1303 hereof, as applicable, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Lien Trustee have been satisfied, the First Lien Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice notice, in form reasonably satisfactory to the Collateral Agent, stating that the First Lien Trustee, on behalf of the holders of the NotesHolders, disclaims and gives up any and all rights it has in or to the First Lien Collateral solely on behalf of the Holders of the Notes without representation, warranty or recourse (other than with respect to funds held by the First Lien Trustee pursuant to Article VIIISection 1302 or 1033 hereof, as applicable), and any rights it has under the First Lien Collateral Documents, Documents solely on behalf of the Holders of the Notes and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a Lien in the First Lien Collateral on behalf of the First Lien Trustee or the holders of the Notes and shall execute and deliver all documents and do or cause to be done (at the expense of the IssuerIssuer and upon receipt of the Officers’ Certificate and Opinion of Counsel described in Section 1502(c)) all acts reasonably requested by the Issuer to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agentpracticable.

Appears in 1 contract

Samples: Weatherford International PLC

Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers Issuers deliver to the First Lien Trustee and the First Lien Collateral Agent an Officers’ Officer’s Certificate certifying that (i) payment in full of the principal of, premium (if any), together with accrued and unpaid interest on, the Notes and all other First Priority Notes Obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid paid, (ii) this Indenture shall have been satisfied and discharged in compliance with the provisions of Article XI or (iiiii) the Issuers shall have exercised their legal defeasance Legal Defeasance option or their covenant defeasance Covenant Defeasance option, in each case in compliance with the provisions of Article VIII, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Lien Trustee have been satisfied, the First Lien Trustee shall deliver to the Issuers and the First Lien Collateral Agent a notice notice, in form reasonably satisfactory to the Collateral Agent, stating that the First Lien Trustee, on behalf of the holders of the NotesHolders, disclaims and gives up any and all rights it has in or to the First Lien Collateral (other than with respect to funds held by the First Lien Trustee pursuant to Article VIII), and any rights it has under the First Lien Collateral Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a Lien in the First Lien Collateral on behalf of the First Lien Trustee or the holders of the Notes and shall do or cause to be done (at the expense of the IssuerIssuers) all acts reasonably requested by the Issuer Issuers to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agentpracticable.

Appears in 1 contract

Samples: Indenture (Foundation Building Materials, Inc.)

Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the First Second Lien Trustee and the First Lien Collateral Agent an Officers’ Certificate certifying that (i) payment in full of the principal of, premium (if any), together with accrued and unpaid interest on, the Notes and all other First Second Priority Notes Obligations that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid or (ii) the Issuers shall have exercised their legal defeasance option or their covenant defeasance option, in each case in compliance with the provisions of Article VIII, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Second Lien Trustee have been satisfied, the First Second Lien Trustee shall deliver to the Issuers and the First Second Lien Collateral Agent a notice stating that the First Second Lien Trustee, on behalf of the holders of the Notes, disclaims and gives up any and all rights it has in or to the First Second Lien Collateral (other than with respect to funds held by the First Second Lien Trustee pursuant to Article VIII), and any rights it has under the First Second Lien Collateral Documents, and upon receipt by the First Second Lien Collateral Agent of such notice, the First Second Lien Collateral Agent shall be deemed not to hold a Lien in the First Second Lien Collateral on behalf of the First Second Lien Trustee or the holders of the Notes and shall do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agentpracticable.

Appears in 1 contract

Samples: Supplemental Indenture (Mallinckrodt PLC)

Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the First Lien Trustee and the First Lien Collateral Agent an Officers’ Certificate certifying that (i) payment in full of the principal of, premium (if any), together with accrued and unpaid interest on, the Notes and all other First Priority Notes Indenture Obligations that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid or (ii) the Issuers Issuer shall have exercised their legal defeasance its Legal Defeasance option or their covenant defeasance its Covenant Defeasance option, in each case in compliance with the provisions of Article VIIISection 1302 or 1303 hereof, as applicable, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Lien Trustee have been 133 satisfied, the First Lien Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice notice, in form reasonably satisfactory to the Collateral Agent, stating that the First Lien Trustee, on behalf of the holders of the NotesHolders, disclaims and gives up any and all rights it has in or to the First Lien Collateral solely on behalf of the Holders of the Notes without representation, warranty or recourse (other than with respect to funds held by the First Lien Trustee pursuant to Article VIIISection 1302 or 1033 hereof, as applicable), and any rights it has under the First Lien Collateral Documents, Documents solely on behalf of the Holders of the Notes and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a Lien in the First Lien Collateral on behalf of the First Lien Trustee or the holders of the Notes and shall execute and deliver all documents and do or cause to be done (at the expense of the IssuerIssuer and upon receipt of the Officers’ Certificate and Opinion of Counsel described in Section 1502(c)) all acts reasonably requested by the Issuer to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agentpracticable.

Appears in 1 contract

Samples: Indenture (Weatherford International PLC)

Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers Issuers deliver to the First Lien Trustee and the First Lien Collateral Agent an Officers’ Officer’s Certificate certifying that (i) payment in full of the principal of, premium (if any), together with accrued and unpaid interest on, the Notes and all other First Priority Notes Obligations that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid paid, (ii) this Indenture shall have been satisfied and discharged with respect to the Notes as set forth in Section 8.05 or (iiiii) the Issuers shall have exercised their legal defeasance its Legal Defeasance option or their covenant defeasance Covenant Defeasance option, in each case in compliance with the provisions of Article VIIISection 8.02 or 8.03, as applicable, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Lien Trustee have been satisfied, the First Lien Trustee shall deliver to the Issuers and the First Lien Collateral Agent a notice notice, in form reasonably satisfactory to the Collateral Agent, stating that the First Lien Trustee, on behalf of the holders of the NotesHolders, disclaims and gives up any and all rights it has in or to the First Lien Collateral without representation, warranty or recourse (other than with respect to funds held by the First Lien Trustee pursuant to Article VIIISection 8.02 or 8.03, as applicable), and any rights it has under the First Lien Collateral Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a Lien in the First Lien Collateral on behalf of the First Lien Trustee or and the holders of the Notes Holders and shall execute and deliver all documents and do or cause to be done (at the expense of the IssuerIssuers) all acts reasonably requested by the Issuer Issuers to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agentpracticable.

Appears in 1 contract

Samples: Indenture (Transact LTD)

Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers Issuers deliver to the First Lien Trustee and the First Lien Collateral Agent an Officers’ Officer’s Certificate certifying that (i) payment in full of the principal of, premium (premium, if any), together with accrued and unpaid interest on, the Notes and all other First Priority Notes Obligations under this Indenture, the Notes, the Guarantees and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid or (ii) the Issuers shall have exercised their legal defeasance Legal Defeasance option or their covenant defeasance Covenant Defeasance option, in each case in compliance with the provisions of Article VIII8, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Lien Trustee have been satisfied, the First Lien Trustee shall deliver to the Issuers and the First Lien Collateral Agent a notice stating that the First Lien Trustee, on behalf of the holders of the NotesHolders, disclaims and gives up any and all rights it has in or to the First Lien Collateral (other than with respect to funds held by the First Lien Trustee pursuant to Article VIII)8), and any rights it has under the First Lien Collateral Security Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a Lien in the First Lien Collateral on behalf of the First Lien Trustee or the holders of the Notes and shall do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer Issuers to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by in accordance with the First Lien Collateral Agentterms of the Intercreditor Agreement and the Security Documents.

Appears in 1 contract

Samples: Indenture (Diamond Offshore Drilling, Inc.)

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Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the First Lien Trustee and the First Lien Collateral Agent an Officers’ Officer’s Certificate certifying that (i) payment in full of the principal of, premium (if any), together with accrued and unpaid interest on, the Notes and all other First Priority Notes Obligations under this Indenture, the Notes, the Guarantees and the Security Documents (including any Other Pari Passu Lien Obligations that have been designated as “Additional Obligations” under the Collateral Agreement) that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid or (ii) the Issuers Issuer shall have exercised their legal defeasance its Legal Defeasance option or their covenant defeasance its Covenant Defeasance option, in each case in compliance with the provisions of Article VIII8, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Lien Trustee have been satisfiedsatisfied and that no other “Additional Obligations” under the Collateral Agreement are entitled to the benefits of the collateral provided for thereunder, the First Lien Trustee shall deliver to the Issuers Issuer and the First Lien Notes Collateral Agent a notice stating that the First Lien Trustee, on behalf of the holders of the NotesHolders, disclaims and gives up any and all rights it has in or to the First Lien Collateral (other than with respect to funds held by the First Lien Trustee pursuant to Article VIII)8), and any rights it has under the First Lien Collateral Security Documents, and upon receipt by the First Lien Notes Collateral Agent of such notice, the First Lien Notes Collateral Agent shall be deemed not to hold a Lien in the First Lien Collateral on behalf of the First Lien Trustee or the holders of the Notes and shall do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agentpracticable.

Appears in 1 contract

Samples: Passu Intercreditor Agreement (Builders FirstSource, Inc.)

Release Upon Termination of the Issuer’s Obligations. In the event (i) that the Issuer delivers to the First Lien Trustee Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under this Fifteenth Supplemental Indenture, the Notes and the First Lien Collateral Agent an Officers’ Certificate certifying that (i) Security Documents have been satisfied and discharged by the payment in full of the principal ofIssuer’s obligations under the Notes, premium (if any)this Fifteenth Supplemental Indenture and the Security Documents, together with accrued and unpaid interest on, the Notes and all other First Priority Notes such Obligations that are due and payable at or prior to the time such principalhave been so satisfied, together with accrued and unpaid interest, are paid or (ii) the Issuers shall have exercised their a discharge, legal defeasance option or their covenant defeasance option, in each case in compliance with the provisions of this Fifteenth Supplemental Indenture occurs under Article VIII, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Lien Trustee have been satisfied8 or 13, the First Lien Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the First Lien Trustee, on behalf of the holders of the NotesHolders, disclaims and gives up any and all rights it has in or to the First Lien Collateral (other than with respect to funds held by the First Lien Trustee pursuant to Article VIII)Collateral, and any rights it has under the First Lien Collateral Security Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a Lien in the First Lien Collateral on behalf of the Trustee, and the Trustee shall (and direct the First Lien Trustee or the holders of the Notes and shall Collateral Agent to) do or cause to be done (done, at the expense of the Issuer) ’s sole cost and expense, all acts reasonably requested by the Issuer necessary to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agentpracticable.

Appears in 1 contract

Samples: HCA Holdings, Inc.

Release Upon Termination of the Issuer’s Obligations. In the event (i) that the Issuer delivers to the First Lien Trustee Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under this Sixteenth Supplemental Indenture, the Notes and the First Lien Collateral Agent an Officers’ Certificate certifying that (i) Security Documents have been satisfied and discharged by the payment in full of the principal ofIssuer’s obligations under the Notes, premium (if any)this Sixteenth Supplemental Indenture and the Security Documents, together with accrued and unpaid interest on, the Notes and all other First Priority Notes such Obligations that are due and payable at or prior to the time such principalhave been so satisfied, together with accrued and unpaid interest, are paid or (ii) the Issuers shall have exercised their a discharge, legal defeasance option or their covenant defeasance option, in each case in compliance with the provisions of this Sixteenth Supplemental Indenture occurs under Article VIII, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Lien Trustee have been satisfied8 or 13, the First Lien Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the First Lien Trustee, on behalf of the holders of the NotesHolders, disclaims and gives up any and all rights it has in or to the First Lien Collateral (other than with respect to funds held by the First Lien Trustee pursuant to Article VIII)Collateral, and any rights it has under the First Lien Collateral Security Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a Lien in the First Lien Collateral on behalf of the Trustee, and the Trustee shall (and direct the First Lien Trustee or the holders of the Notes and shall Collateral Agent to) do or cause to be done (done, at the expense of the Issuer) ’s sole cost and expense, all acts reasonably requested by the Issuer necessary to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agentpracticable.

Appears in 1 contract

Samples: HCA Holdings, Inc.

Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuer delivers to the First Lien Trustee Trustee, in form and the First Lien Collateral Agent substance acceptable to it, an Officers’ Officer’s Certificate and Opinion of Counsel certifying that (i) all the Obligations under the Offered Securities have been satisfied and discharged by the payment in full of the principal ofIssuer’s obligations under the Offered Securities, premium (if any), together with accrued and unpaid interest on, the Notes and all other First Priority Notes such Obligations that are due and payable at or prior to the time such principalhave been so satisfied, together with accrued and unpaid interest, are paid or (ii) the Issuers shall have exercised their a discharge, legal defeasance option or their covenant defeasance option, in each case in compliance occurs under Article XV of this Indenture with the provisions of Article VIII, and an Opinion of Counsel stating that all conditions precedent respect to the execution and delivery of such notice by the First Lien Trustee have been satisfiedOffered Securities, the First Lien Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the First Lien Trustee, on behalf of the holders Holders of the NotesOffered Securities, disclaims and gives up any and all rights it has in or to the First Lien Collateral (other than with respect to funds held by the First Lien Trustee pursuant to Article VIII)Offered Securities, and any rights it has under the First Lien Collateral DocumentsOffered Securities, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a Lien lien in the Collateral with respect to the Offered Securities on behalf of the Trustee and shall (or shall direct the First Lien Collateral on behalf of the First Lien Trustee or the holders of the Notes and shall Agent to) do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer necessary to release and discharge such Lien lien, with respect to the Offered Securities, as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agentpracticable.

Appears in 1 contract

Samples: Intercreditor Agreement (ADT Inc.)

Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the First Lien Trustee and the First Lien Collateral Agent an Officers’ Officer’s Certificate certifying that (i) payment in full of the principal of, premium (if any), together with accrued and unpaid interest on, the Notes and all other First Priority Notes Obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid or (ii) the Issuers Issuer shall have exercised their legal defeasance Legal Defeasance option or their covenant defeasance Covenant Defeasance option, in each case in compliance with the provisions of Article VIII, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Lien Trustee have been satisfied, the First Lien Trustee shall deliver to the Issuers Issuer and the First Lien Notes Collateral Agent a notice notice, in form reasonably satisfactory to the Notes Collateral Agent, stating that the First Lien Trustee, on behalf of the holders of the NotesHolders, disclaims and gives up any and all rights it has in or to the First Lien Collateral (other than with respect to funds held by the First Lien Trustee pursuant to Article VIII), and any rights it has under the First Lien Collateral Documents, and upon receipt by the First Lien Notes Collateral Agent of such notice, the First Lien Notes Collateral Agent shall be deemed not to hold a Lien in the First Lien Collateral on behalf of the First Lien Trustee or the holders of the Notes and shall do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agentpracticable.

Appears in 1 contract

Samples: Indenture (Infor, Inc.)

Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the First Lien Trustee and the First Lien Collateral Agent an Officers’ Officer’s Certificate certifying that (i) payment in full of the principal of, premium (if any), together with accrued and unpaid interest on, the Notes and all other First Priority Notes Obligations that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid or (ii) the Issuers Issuer shall have exercised their its legal defeasance option or their its covenant defeasance option, in each case in compliance accordance with the provisions of Article VIIISection 8.01 and 8.02 hereof, as applicable, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Lien Trustee have been satisfied, the First Lien Trustee shall deliver to the Issuers Issuer and the First Lien Notes Collateral Agent a notice notice, in form reasonably satisfactory to the Notes Collateral Agent, stating that the First Lien Trustee, on behalf of the holders of the Notesholders, disclaims and gives up any and all rights it has in or to the First Lien Collateral solely on behalf of the holders without representation, warranty or recourse (other than with respect to funds held by the First Lien Trustee pursuant to Article VIIISection 8.03 hereof, as applicable), and any rights it has under the First Lien Collateral Documents, Security Documents solely on behalf of the holders of the Notes and upon receipt by the First Lien Notes Collateral Agent of such notice, the First Lien Notes Collateral Agent shall be deemed not to hold a Lien in the First Lien Collateral on behalf of the First Lien Trustee or the holders of the Notes and shall execute and deliver all documents and do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agentpracticable.

Appears in 1 contract

Samples: Junior Intercreditor Agreement (Chart Industries Inc)

Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the First Lien Trustee and the First Lien Collateral Agent an Officers’ Certificate certifying that (i) payment in full of the principal of, premium (together with premium, if any), together with and accrued and unpaid interest on, the Notes Securities, the applicable Exit Fee and all other First Priority Notes Obligations with respect to the Securities under this Indenture, the Guarantees and the Security Documents that are due and payable at or prior to the time such principal, together with premium, if any, accrued and unpaid interest (including additional interest, if any) and the applicable Exit Fee, are paid or paid, (ii) all the Issuers Obligations under this Indenture, the Securities and the Security Documents have been satisfied and discharged by complying with the provisions of Article 8 or (iii) the Issuer shall have exercised their its legal defeasance option or their its covenant defeasance option, in each case in compliance with the provisions of Article VIII, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Lien Trustee have been satisfied8, the First Lien Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the First Lien Trustee, on behalf of the holders of the NotesHolders, disclaims and gives up any and all rights it has in or to the First Lien Notes Collateral (other than with respect to funds held by the First Lien Trustee pursuant to Article VIII)8), and any rights it has under the First Lien Collateral Security Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a Lien in the First Lien Notes Collateral on behalf of the First Lien Trustee or the holders of the Notes and shall do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agent.practicable. 105

Appears in 1 contract

Samples: Indenture (Aquestive Therapeutics, Inc.)

Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers Issuers deliver to the First Lien Trustee Second-Priority Trustee, in form and the First Lien Collateral Agent substance reasonably acceptable to it, an Officers’ Certificate certifying that (i) payment in full of the principal of, premium (if any), together with accrued and unpaid interest (including additional interest, if any) on, the Second-Priority Notes and all other First Obligations under this Second-Priority Notes Obligations Indenture, the Guarantees and the Second-Priority Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid or (ii) the Issuers shall have exercised their legal defeasance Legal Defeasance option or their covenant defeasance its Covenant Defeasance option, in each case in compliance with the provisions of Article VIII, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Lien Trustee have been satisfiedThirteen, the First Lien Second-Priority Trustee shall deliver to the Issuers and the First Lien Second-Priority Collateral Agent a notice stating that the First Lien Second-Priority Trustee, on behalf of the holders of the NotesHolders, disclaims and gives up any and all rights it has in or to the First Lien Collateral (other than with respect to funds held by the First Lien Second-Priority Trustee pursuant to Article VIIIThirteen), and any rights it has under the First Lien Collateral Second-Priority Security Documents, and upon receipt by the First Lien Second-Priority Collateral Agent of such notice, the First Lien Second-Priority Collateral Agent shall be deemed not to hold a Lien in the First Lien Collateral on behalf of the First Lien Second-Priority Trustee or the holders of the Notes and shall do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer necessary to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agentpracticable.

Appears in 1 contract

Samples: Subsidiary Guarantors (Clearwire Corp /DE)

Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the First Lien Trustee and the First Lien Collateral Agent an Officers’ Officer’s Certificate certifying that (i) payment in full of the principal of, premium (if any), together with accrued and unpaid interest on, the Notes and all other First Priority Notes Obligations that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid or (ii) the Issuers shall have exercised their legal defeasance option or their covenant defeasance option, in each case in compliance with the provisions of Article VIII, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the First Lien Trustee have been satisfied, the First Lien Trustee shall deliver to the Issuers and the First Lien Collateral Agent a notice stating that the First Lien Trustee, on behalf of the holders of the Notes, disclaims and gives up any and all rights it has in or to the First Lien Collateral (other than with respect to funds held by the First Lien Trustee pursuant to Article VIII), and any rights it has under the First Lien Collateral Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a Lien in the First Lien Collateral on behalf of the First Lien Trustee or the holders of the Notes and shall do or cause to be done (at the expense of the Issuer) all acts reasonably requested by the Issuer to release and discharge such Lien as soon as is reasonably practicable without recourse to or warranty by the First Lien Collateral Agent.

Appears in 1 contract

Samples: Indenture (Mallinckrodt PLC)

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