Common use of Release of First Lien Collateral Clause in Contracts

Release of First Lien Collateral. (a) The Liens securing the Notes will automatically and without the need for any further action by any Person be released, and the First Lien Trustee (subject to its receipt of an Officers’ Certificate and Opinion of Counsel as provided in Section 13.02(b)) shall execute documents evidencing such release, or instruct the First Lien Collateral Agent to execute, as applicable, the same at the Issuer’s sole cost and expense, under one or more of the following circumstances: (i) in whole, as to all property subject to such Liens, upon: (A) payment in full of the principal of, accrued and unpaid interest and premium, if any, on the Notes; or (B) satisfaction and discharge of this Indenture in accordance with its terms; or (C) legal defeasance or covenant defeasance of this Indenture under Article VIII hereof; (ii) in part, as to any property that (a) is sold, transferred or otherwise disposed of by an Issuer or a Guarantor (other than to an Issuer or a Guarantor) in a transaction not prohibited by this Indenture or (b) is owned or at any time acquired by a Guarantor that has been released from its Guarantee, concurrently with the release of such Guarantee; (iii) as to property that constitutes all or substantially all of the First Lien Collateral securing the Notes, with the consent of the holders of at least 75% in aggregate principal amount of the Notes then outstanding; (iv) as to property that constitutes less than all or substantially all of the First Lien Collateral securing the Notes, with the consent of the holders of a majority of the aggregate principal amount of the Notes then outstanding; (v) if such property becomes Excluded Property or Excluded Securities, as applicable; or (vi) in accordance with the applicable provisions of the First Lien Collateral Documents and the Intercreditor Agreements. (b) With respect to any release of First Lien Collateral, upon receipt of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture to such release have been met and that it is proper for the First Lien Trustee or the First Lien Collateral Agent, as applicable, to execute and deliver the documents requested by the Issuer in connection with such release, and any necessary or proper instruments of termination, satisfaction, discharge or release prepared by the Issuer, the First Lien Trustee shall, or shall cause the First Lien Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any First Lien Collateral permitted to be released pursuant to this Indenture and such documents shall be without recourse to or warranty by the First Lien Collateral Agent. Neither the First Lien Trustee nor the First Lien Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officers’ Certificate or Opinion of Counsel.

Release of First Lien Collateral. (a) The Liens securing the Notes will automatically and without the need for any further action by any Person be released, and the First Lien Trustee (subject to its receipt of an Officers’ Officer’s Certificate and Opinion of Counsel as provided in Section 13.02(b)) shall execute documents evidencing such release, or instruct the First Lien Collateral Agent to execute, as applicable, the same at the Issuer’s sole cost and expense, under one or more of the following circumstances: (i) in whole, as to all property subject to such Liens, upon: (A) payment in full of the principal of, accrued and unpaid interest and premium, if any, on the Notes; or (B) satisfaction and discharge of this Indenture in accordance with its terms; or (C) legal defeasance or covenant defeasance of this Indenture under Article VIII hereof; (ii) in part, as to any property that (a) is sold, transferred or otherwise disposed of (other than any lease or license) by an Issuer, the US Co-Issuer or a Guarantor (other than to an Issuer, the US Co-Issuer or a Guarantor) in a transaction not prohibited permitted by this Indenture or (b) is owned or at any time acquired by a Guarantor that has been released from its Guarantee, concurrently with the release of such Guarantee; (iii) as to property that constitutes all or substantially all of the First Lien Collateral securing the Notes, with the consent of the holders of at least 75% in aggregate principal amount each holder of the Notes then outstandingNotes; (iv) as to property that constitutes less than all or substantially all of the First Lien Collateral securing the Notes, with the consent of the holders of at least a majority of the in aggregate principal amount of the Notes then outstanding; (v) if such property becomes Excluded Property or Excluded Securities, as applicable; or (vi) in accordance with the applicable provisions of the First Lien Collateral Documents and the Intercreditor Agreements. (b) With respect to any release of First Lien Collateral, upon receipt of an Officers’ Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture to such release have been met and that it is proper for the First Lien Trustee or the First Lien Collateral Agent, as applicable, to execute and deliver the documents requested by the Issuer in connection with such release, and any necessary or proper instruments of termination, satisfaction, discharge or release prepared by the Issuer, the First Lien Trustee shall, or shall cause the First Lien Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any First Lien Collateral permitted to be released pursuant to this Indenture and such documents shall be without recourse to or warranty by the First Lien Collateral Agent. Neither the First Lien Trustee nor the First Lien Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officers’ Officer’s Certificate or Opinion of Counsel.

Release of First Lien Collateral. (a) The Liens securing the Notes will automatically and without the need for any further action by any Person be released, and the First Lien Trustee (subject to its receipt of an Officers’ Certificate and Opinion of Counsel as provided in Section 13.02(b)) shall execute documents evidencing such release, or instruct the First Lien Collateral Agent to execute, as applicable, the same at the Issuer’s sole cost and expense, under one or more of the following circumstances: (i) in whole, as to all property subject to such Liens, upon: (A) payment in full of the principal of, accrued and unpaid interest and premium, if any, on the Notes; or (B) satisfaction and discharge of this Indenture in accordance with its terms; or (C) legal defeasance or covenant defeasance of this Indenture under Article VIII hereof; (ii) in part, as to any property that (a) is sold, transferred or otherwise disposed of by an Issuer or a Guarantor (other than to an Issuer or a Guarantor) in a transaction not prohibited by this Indenture or (b) is owned or at any time acquired by a Guarantor that has been released from its Guarantee, concurrently with the release of such Guarantee; (iii) as to property that constitutes all or substantially all of the First Lien Collateral securing the Notes, with the consent of the holders of at least 75% in aggregate principal amount of the Notes then outstanding; (iv) as to property that constitutes less than all or substantially all of the First Lien Collateral securing the Notes, with the consent of the holders of a majority of the at least 66 2/3% in aggregate principal amount of the Notes then outstanding; (v) if such property becomes Excluded Property or Excluded Securities, as applicable; or (vi) in accordance with the applicable provisions of the First Lien Collateral Documents and the Intercreditor Agreements. (b) With respect to any release of First Lien Collateral, upon receipt of an Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture to such release have been met and that it is proper for the First Lien Trustee or the First Lien Collateral Agent, as applicable, to execute and deliver the documents requested by the Issuer in connection with such release, and any necessary or proper instruments of termination, satisfaction, discharge or release prepared by the Issuer, the First Lien Trustee shall, or shall cause the First Lien Collateral Agent to, execute, deliver or acknowledge (at the Issuer’s expense) such instruments or releases to evidence the release and discharge of any First Lien Collateral permitted to be released pursuant to this Indenture and such documents shall be without recourse to or warranty by the First Lien Collateral Agent. Neither the First Lien Trustee nor the First Lien Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officers’ Certificate or Opinion of Counsel.