Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns. (b) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and discharged: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 5.01 hereof; (2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof; (4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture; (5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder; (6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or (7) as described under Article 9 hereof. (c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee.
Appears in 6 contracts
Samples: Indenture (Melco Resorts & Entertainment LTD), Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Resorts & Entertainment LTD)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Guarantor that is a Subsidiary shall be automatically and unconditionally released:
(a) upon consummation of any transaction permitted hereunder if (x) resulting in such Guarantor ceasing to constitute a Subsidiary (including because such Subsidiary is designated an “Unrestricted Subsidiary”) or (y) in the case of any Guarantor that would not be required to be a Guarantor because it is, or has become, an Excluded Subsidiary as a result of a transaction following which it has become (or remains) a Subsidiary of the Issuer or a Guarantor, and upon notice to the Trustee (which failure to deliver such notice shall not effect the release without delivery of any instrument or any action by any party); provided that, any release pursuant to preceding clause (y) shall only be effective if:
(A) no Event of Default under Section 5.01(a), (b), (i) or (j) has occurred and is continuing or would result therefrom,
(B) at the time of such release (and after giving effect thereto), all outstanding Indebtedness of such Subsidiary would then be permitted to be made in accordance with the relevant provisions of Section 9.08 (for this purpose, with the Issuer being required to reclassify any such items made in reliance upon the respective Subsidiary being a Guarantor on another basis as would be permitted by such applicable Section) (and all items described above in this clause (B) shall thereafter be deemed recharacterized as provided above in this clause (B)),
(C) such Subsidiary shall not be (or shall be simultaneously released as) a guarantor (if applicable) with respect to the Notes will be automatically any First Lien Notes, Other First Lien Debt, Second Lien Notes, Other Second Lien Debt, Permitted Consolidated Cash Flow Debt, Existing Unsecured Notes, Subordinated Indebtedness, any other Indebtedness secured by a Second Lien or by a Junior Lien or any Permitted Refinancing Indebtedness (and unconditionally released and discharged:successive Permitted Refinancing Indebtedness) with respect to the foregoing; and
(1D) the transaction resulting in connection with any sale such release is a legitimate business transaction and not for a “liability management transaction” as reasonably determined by the Issuer;
(b) [reserved],
(c) [reserved],
(d) if such Guarantor is (or other disposition immediately after being released from its Note Guarantee of the Securities will be) released from its Guarantee of all First Lien Obligations, Second Lien Obligations and Junior Lien Obligations except any such release by or substantially all as a result of payment of such Guarantee and such Guarantor is not a guarantor under any of the assets of that Subsidiary Guarantor (including by way of merger or, consolidation) to a Person that Other Notes and is not otherwise required to Guarantee the Securities under this Indenture in accordance with Section 12.01,
(either before e) if the Issuer exercises the legal defeasance option or covenant defeasance option or effects a satisfaction and discharge of this Indenture, in each case in accordance with Article 11, or
(f) if such Guarantee was originally Incurred to permit such Guarantor to Incur or guarantee Indebtedness not otherwise permitted pursuant to Section 9.08 or Section 9.10 and the Indebtedness so Incurred or guaranteed (and any permitted refinancing Indebtedness thereof) has been repaid or discharged (provided that, after giving effect to such transaction) release, such Guarantor does not have any outstanding Indebtedness or guarantee that would violate Section 9.08 or Section 9.10 if such outstanding Indebtedness or guarantee would have been Incurred following the Company release of such Note Guarantee and such Guarantor is not a guarantor under any First Lien Obligation or Second Lien Obligation (other than the Securities)). Upon any occurrence giving rise to a Restricted Subsidiary release of a Guarantee as specified above, the Trustee, upon receipt of an Officers’ Certificate from the Issuer and an Opinion of Counsel each stating that all conditions precedent to such release have been satisfied, shall execute any documents reasonably required by the Issuer in order to evidence or effect such release, discharge and termination in respect of such Guarantee. None of the CompanyIssuer, if the sale any Guarantor or other disposition does not violate Section 5.01 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described under Article 9 hereof.
(c) Each Holder hereby authorizes the Trustee will be required to take all actions make a notation on the Securities to effectuate reflect any release in accordance with the provisions of this Section 11.08Guarantee or any such release, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trusteetermination or discharge.
Appears in 4 contracts
Samples: Indenture (Qwest Corp), Indenture (Qwest Corp), Indenture (Qwest Corp)
Release of Guarantees. (a) Subject Notwithstanding the provisions of Section 1302, a Guarantee will be subject to paragraphs (b) termination and (c), each Note discharge under the circumstances described in this Section 1303. A Guarantor will automatically and unconditionally be released from all obligations under its Guarantee, once it becomes dueand such Guarantee shall thereupon terminate and be discharged and of no further force or effect, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee case of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and discharged:
(1) in connection Guarantor, concurrently with any direct or indirect sale or other disposition (by merger or otherwise) of all or substantially all of the assets of that any Subsidiary Guarantor or any interest therein not prohibited by the terms of this Indenture (including Section 411 and Section 501) by way of merger or, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary or any other transaction, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 5.01 hereof;
(2ii) in connection with at any sale or other disposition time that such Guarantor is released from all of the Capital Stock its obligations under all of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) its Guarantees of payment by the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary any Indebtedness of the Company as under the Senior Credit Facilities (it being understood that a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that release subject to contingent reinstatement is still a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if anyrelease, and accrued and unpaid interest onthat if any such Guarantee is so reinstated, such Guarantee shall also be reinstated); provided that the Notes and all other Obligations that are then due and payable thereunder;
release of obligations described in this clause (6ii) shall not apply to the Indirect Parent, (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary another Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following or contemporaneously with the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor another Guarantor; provided that the release of obligations described in this clause (or a Wholly-Owned Restricted Subsidiary that becomes iii) shall not apply to the Indirect Parent, (iv) concurrently with a Subsidiary Guarantor concurrently with becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the transaction); or
(7) as described under Article 9 hereof.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions Company’s obligations, or satisfaction and discharge of this Section 11.08Indenture, or (vi) subject to customary and reasonably satisfactory protections and indemnifications provided Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding. In addition, the Company will have the right, upon 5 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Indebtedness of the Company under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this Section 1303, the TrusteeTrustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Guarantee.
Appears in 4 contracts
Samples: Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Loan Guarantee of a Subsidiary Guarantor with respect (other than Capricorn Holdings, except pursuant to the Notes will clause (c) below) shall be automatically and unconditionally released and dischargedreleased:
(1a) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger ormerger, consolidationconsolidation or amalgamation) to a Person that is not (either immediately before or after giving effect to such transaction) the Company a Borrower or a Restricted Subsidiary of the CompanyGuarantor, if the sale or other disposition does not violate Section 5.01 hereof7.22 and Section 7.14, as applicable, and complies with the Loan Documents;
(2b) in connection with any sale or other disposition of the Capital Stock of that Subsidiary such Guarantor to following which such Guarantor is no longer a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanySubsidiary, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof 7.22 and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of Section 7.14, as applicable, and complies with the Company as a result of such sale or other dispositionLoan Documents;
(3c) if when all the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment Secured Obligations have been paid in full of and the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets Lenders have no further commitment to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction)extend credit hereunder; or
(7d) as described under Article 9 hereof.
(c) Each Holder hereby authorizes unless an Event of Default has occurred and is continuing, upon the Trustee to take all actions to effectuate dissolution or liquidation of the Guarantor in compliance with Section 7.14. Upon any release in accordance with of the provisions Loan Guarantee of a Guarantor pursuant to this Section 11.0810.20, subject to customary any Lien encumbering any item of Collateral owned by such Guarantor shall automatically be released, any Lien encumbering any Capital Stock of such Guarantor shall automatically be released, and reasonably satisfactory protections and indemnifications provided the Administrative Agent or the Collateral Agent, as applicable, is authorized by the Company to Lenders to, and shall, upon the Trusteereasonable request, and at the sole expense, of the Borrowers, execute any documents or instruments necessary to, effect the release of such Loan Guarantee and the release of any Lien encumbering such item of Collateral.
Appears in 3 contracts
Samples: Credit Agreement (Seadrill Partners LLC), Credit Agreement (Seadrill Partners LLC), Credit Agreement (Seadrill Partners LLC)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Guarantor that is a Subsidiary shall be automatically and unconditionally released:
(a) upon consummation of any transaction permitted hereunder if (x) resulting in such Guarantor ceasing to constitute a Subsidiary (including because such Subsidiary is designated an “Unrestricted Subsidiary”) or (y) in the case of any Guarantor that would not be required to be a Guarantor because it is, or has become, an Excluded Subsidiary as a result of a transaction following which it has become (or remains) a Subsidiary of the Issuer or a Guarantor, and upon notice to the Trustee (which failure to deliver such notice shall not effect the release without delivery of any instrument or any action by any party); provided that, any release pursuant to preceding clause (y) shall only be effective if:
(A) no Event of Default under Section 5.01(a), (b), (i) or (j) has occurred and is continuing or would result therefrom,
(B) at the time of such release (and after giving effect thereto), all outstanding Indebtedness of, and Investments in, such Subsidiary would then be permitted to be made in accordance with the relevant provisions of Sections 9.08 and 9.11 (for this purpose, with the Issuer being required to reclassify any such items made in reliance upon the respective Subsidiary being a Guarantor on another basis as would be permitted by such applicable Section) (and all items described above in this clause (B) shall thereafter be deemed recharacterized as provided above in this clause (B)),
(C) such Subsidiary shall not be (or shall be simultaneously released as) a guarantor (if applicable) with respect to the Notes will be automatically any First Lien Notes, Other First Lien Debt, Second Lien Notes, Permitted Consolidated Cash Flow Debt, Existing Unsecured Notes, Subordinated Indebtedness, any other Indebtedness secured by a Junior Lien or any Permitted Refinancing Indebtedness (and unconditionally released and discharged:successive Permitted Refinancing Indebtedness) with respect to the foregoing; and
(1D) the transaction resulting in connection with any sale such release is a legitimate business transaction and not for a “liability management transaction” as reasonably determined by the Issuer;
(b) [reserved],
(c) [reserved],
(d) if such Guarantor is (or other disposition immediately after being released from its Note Guarantee of the Securities will be) released from its Guarantee of all First Lien Obligations and Junior Lien Obligations except any such release by or substantially all as a result of payment of such Guarantee and such Guarantor is not a guarantor under any of the assets of that Subsidiary Guarantor (including by way of merger or, consolidation) to a Person that Other Notes and is not otherwise required to Guarantee the Securities under this Indenture in accordance with Section 12.01,
(either before e) if the Issuer exercises the legal defeasance option or covenant defeasance option or effects a satisfaction and discharge of this Indenture, in each case in accordance with Article 11, or
(f) if such Guarantee was originally Incurred to permit such Guarantor to Incur or guarantee Indebtedness not otherwise permitted pursuant to Section 9.08 or Section 9.10 and the Indebtedness so Incurred or guaranteed (and any permitted refinancing Indebtedness thereof) has been repaid or discharged (provided that, after giving effect to such transaction) release, such Guarantor does not have any outstanding Indebtedness or guarantee that would violate Section 9.08 or Section 9.10 if such outstanding Indebtedness or guarantee would have been Incurred following the Company release of such Note Guarantee and such Guarantor is not a guarantor under any First Lien Obligation (other than the Securities)). Upon any occurrence giving rise to a release of a Guarantee as specified above, the Trustee, upon receipt of an Officers’ Certificate from the Issuer and an Opinion of Counsel each stating that all conditions precedent to such release have been satisfied, shall execute any documents reasonably required by the Issuer in order to evidence or a Restricted Subsidiary effect such release, discharge and termination in respect of such Guarantee. None of the CompanyIssuer, if the sale any Guarantor or other disposition does not violate Section 5.01 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described under Article 9 hereof.
(c) Each Holder hereby authorizes the Trustee will be required to take all actions make a notation on the Securities to effectuate reflect any release in accordance with the provisions of this Section 11.08Guarantee or any such release, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trusteetermination or discharge.
Appears in 3 contracts
Samples: Indenture (Qwest Corp), Indenture (Qwest Corp), Indenture (Qwest Corp)
Release of Guarantees. (a) Subject to paragraphs (b), (c) and (cd), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of the Parent Guarantor will be automatically and unconditionally released and discharged:
(1) if the Parent Guarantor is not the surviving entity in a sale of all or substantially all of the properties and assets of the Parent Guarantor in a transaction that complies with the provisions described under Section 5.01(a) (including, without limitation, compliance with the requirement that the surviving entity expressly assume, by a supplemental indenture, the Parent Guarantor’s obligations under this Indenture, the applicable Notes, the Intercreditor Agreement and the Security Documents);
(2) upon legal defeasance or satisfaction and discharge of this Indenture as provided in Article 8 and Article 12 hereof.
(3) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the applicable Notes and all other Obligations that are then due and payable thereunder;
(4) in connection with certain enforcement actions taken by the creditors under certain of our secured Indebtedness (including the Notes and the Senior Secured Credit Facilities) in accordance with the Intercreditor Agreement; or
(5) as described under Article 9 hereof.
(c) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and discharged:
(1) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Parent Guarantor or a Restricted Subsidiary of the CompanyParent Guarantor, if the sale or other disposition does not violate Section 5.01 Sections 3.09 or 4.15 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Parent Guarantor or a Restricted Subsidiary of the CompanyParent Guarantor, if the sale or other disposition does not violate Section 4.10 Sections 3.09 or 5.01 4.15 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company Parent Guarantor as a result of such sale or other disposition;
(3) if the Company Parent Guarantor designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles Article 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company Company, the Parent Guarantor or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Wholly- Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company Company, the Parent Guarantor or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction);
(7) in connection with certain enforcement actions taken by the creditors under certain of our secured Indebtedness (including the Notes and the Senior Secured Credit Facilities) in accordance with the Intercreditor Agreement; or
(7) 8) as described under Article 9 hereof.
(cd) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee.
Appears in 3 contracts
Samples: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Crown Entertainment LTD)
Release of Guarantees. (a) Subject to paragraphs (b), (c) and (cd), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of the Parent Guarantor will be automatically and unconditionally released and discharged:
(1) if the Parent Guarantor is not the surviving entity in a sale of all or substantially all of the properties and assets of the Parent Guarantor in a transaction that complies with the provisions described under Section 5.01(a) (including, without limitation, compliance with the requirement that the surviving entity expressly assume, by a supplemental indenture, the Parent Guarantor’s obligations under this Indenture, the applicable Notes, the Intercreditor Agreement and the Security Documents);
(2) upon legal defeasance or satisfaction and discharge of this Indenture as provided in Article 8 and Article 12 hereof.
(3) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the applicable Notes and all other Obligations that are then due and payable thereunder;
(4) in connection with certain enforcement actions taken by the creditors under certain of our secured Indebtedness (including the Notes and the Senior Secured Credit Facilities) in accordance with the Intercreditor Agreement; or
(5) as described under Article 9 hereof.
(c) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and discharged:
(1) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Parent Guarantor or a Restricted Subsidiary of the CompanyParent Guarantor, if the sale or other disposition does not violate Section 5.01 3.09 or 4.15 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Parent Guarantor or a Restricted Subsidiary of the CompanyParent Guarantor, if the sale or other disposition does not violate Section 4.10 3.09 or 5.01 4.15 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company Parent Guarantor as a result of such sale or other disposition;
(3) if the Company Parent Guarantor designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles Article 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company Company, the Parent Guarantor or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company Company, the Parent Guarantor or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction);
(7) in connection with certain enforcement actions taken by the creditors under certain of our secured Indebtedness (including the Notes and the Senior Secured Credit Facilities) in accordance with the Intercreditor Agreement; or
(7) 8) as described under Article 9 hereof.
(cd) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee.
Appears in 3 contracts
Samples: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Crown Entertainment LTD)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is The Guarantee by a continuing guarantee and Guarantor shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and dischargeddischarged under this Indenture upon:
(1i) in the case of a Subsidiary Guarantor, in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger ormerger, consolidation, amalgamation or combination) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Guarantor;
(ii) in the case of a Subsidiary Guarantor, any direct or indirect sale, exchange or other transfer (by merger, consolidation or otherwise) of the Capital Stock of such Guarantor (including any sale, exchange or transfer) after which the applicable Subsidiary Guarantor is no longer a Subsidiary of the Company, if the sale Carnival plc or other disposition does not violate Section 5.01 hereofanother Guarantor;
(2iii) in connection with any sale the case of a Subsidiary Guarantor, the release or other disposition discharge of the Capital Stock Guarantee by a subsidiary guarantor of the First Priority Secured Notes and any other indebtedness that requires or would require such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) guarantee the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction)Notes; or
(7iv) as described the discharge of the Company’s obligations under Article 9 hereof.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release this Indenture in accordance with the provisions terms of this Section 11.08Indenture.
(b) In the event that any released Subsidiary Guarantor (in the case of clause (iii) above) thereafter becomes an issuer, subject borrower, obligor or guarantor under the First Priority Secured Notes or any other indebtedness that requires or would require such Subsidiary Guarantor to customary and reasonably satisfactory protections and indemnifications provided by guarantee the Company to the TrusteeNotes, such former Subsidiary Guarantor will again provide a Guarantee.
Appears in 2 contracts
Release of Guarantees. (a) Subject Notwithstanding the provisions of Section 1302, a Guarantee will be subject to paragraphs (b) termination and (c), each Note discharge under the circumstances described in this Section 1303. A Guarantor will automatically and unconditionally be released from all obligations under its Guarantee, once it becomes dueand such Guarantee shall thereupon terminate and be discharged and of no further force or effect, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee case of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and discharged:
(1) in connection Guarantor, concurrently with any direct or indirect sale or other disposition (by merger or otherwise) of all or substantially all of the assets of that any Subsidiary Guarantor or any interest therein not prohibited by the terms of this Indenture (including Section 411 and Section 501) by way of merger or, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary or any other transaction, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 5.01 hereof;
(2ii) in connection with at any sale or other disposition time that such Guarantor is released from all of the Capital Stock its obligations under all of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) its Guarantees of payment by the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary any Indebtedness of the Company as under the Senior Credit Facilities (it being understood that a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that release subject to contingent reinstatement is still a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if anyrelease, and accrued and unpaid interest onthat if any such Guarantee is so reinstated, such Guarantee shall also be reinstated); provided that the Notes and all other Obligations that are then due and payable thereunder;
release of obligations described in this clause (6ii) shall not apply to the Indirect Parent, (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary another Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following or contemporaneously with the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor another Guarantor; provided that the release of obligations described in this clause (or a Wholly-Owned Restricted Subsidiary that becomes iii) shall not apply to the Indirect Parent, (iv) concurrently with a Subsidiary Guarantor concurrently with becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the transaction); or
(7) as described under Article 9 hereof.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions Company’s obligations, or satisfaction and discharge of this Section 11.08Indenture, or (vi) subject to customary and reasonably satisfactory protections and indemnifications provided Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding. In addition, the Company will have the right, upon five days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Indebtedness of the Company under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this Section 1303, the TrusteeTrustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Guarantee. Section 1304. [Reserved].
Appears in 2 contracts
Samples: Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Each Subsidiary Guarantor agrees and its successors each Holder of Notes by accepting a Note agrees, that the provisions of this Section 10.03 are for the benefit of and enforceable by the Holders of Senior Debt of such Subsidiary Guarantor. A Guarantee (iii) inure and any Guarantee provided pursuant to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(bprovisions of Section 4.13 hereof) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will shall be automatically and unconditionally released and dischargedthe Subsidiary Guarantor that granted such Subsidiary Guarantee shall be automatically and unconditionally released from its obligations and liabilities thereunder and hereunder:
(1a) upon the sale of all or substantially all of the Capital Stock of that Subsidiary Guarantor pursuant to an enforcement action as provided for in the Intercreditor Agreement;
(b) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or, or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if the sale or other disposition does not violate Section 5.01 hereof4.11;
(2c) in connection with any sale or other disposition of all of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition4.11;
(3d) if the Company Issuer designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 applicable provisions of this Indenture;
(5e) upon defeasance or satisfaction and discharge of this Indenture as provided in Section 8.02, Section 8.03 or Section 8.05;
(f) upon the payment in full of the principal of, premium, if any, and accrued and unpaid interest on, all amounts outstanding under the Notes and all other Obligations the Guarantees. In the event that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and enters into the Company a Guarantee or a Wholly-Owned any Subsidiary Guarantor (or is released from its obligations under its Guarantee at a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with time when the transaction) that is Notes are admitted to listing on the surviving Person in such merger or consolidationOfficial List of the Luxembourg Stock Exchange and admitted to trading on the Euro MTF and the rules and regulations of the Luxembourg Stock Exchange so require, or upon the liquidation publish notice of such Subsidiary Guarantor following Guarantee in a daily leading newspaper with general circulation in Luxembourg (expected to be the transfer Luxemburger Wort), send a copy of all or substantially all of its assets such notice to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described under Article 9 hereofLuxembourg Stock Exchange and file supplemental listing particulars.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee.
Appears in 2 contracts
Samples: Indenture (Invitel Holdings a/S), Indenture (Invitel Holdings a/S)
Release of Guarantees. (a) Subject to paragraphs (b), (c) and (cd), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of the Parent Guarantor will be automatically and unconditionally released and discharged:
(1) if the Parent Guarantor is not the surviving entity in a sale of all or substantially all of the properties and assets of the Parent Guarantor in a transaction that complies with the provisions described under Section 5.01(a) (including, without limitation, compliance with the requirement that the surviving entity expressly assume, by a supplemental indenture, the Parent Guarantor’s obligations under this Indenture, the applicable Notes, the Intercreditor Agreement and the Security Documents);
(2) upon legal defeasance or satisfaction and discharge of this Indenture as provided in Article 8 and Article 12 hereof.
(3) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder; or
(4) as described under Article 9 hereof.
(c) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and discharged:
(1) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Parent Guarantor or a Restricted Subsidiary of the CompanyParent Guarantor, if the sale or other disposition does not violate Section 5.01 Sections 3.09 or 4.16 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Parent Guarantor or a Restricted Subsidiary of the CompanyParent Guarantor, if the sale or other disposition does not violate Section 4.10 Sections 3.09 or 5.01 4.16 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company Parent Guarantor as a result of such sale or other disposition;
(3) if the Company Parent Guarantor designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 4.20 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the this Indenture as provided by Articles Article 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company Company, the Parent Guarantor or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company Company, the Parent Guarantor or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction);
(7) in connection with certain enforcement actions taken by the creditors under certain of our secured Indebtedness (including the Notes and the Senior Secured Credit Facilities) in accordance with the Intercreditor Agreement; or
(7) 8) as described under Article 9 hereof.
(cd) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee.
Appears in 2 contracts
Samples: Indenture (Melco Resorts & Entertainment LTD), Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Guarantor shall be automatically and unconditionally released, subject to the terms of this Indenture and the Security Documents and upon notice to the Trustee (which failure to deliver such notice shall not effect the release without delivery of any instrument or any action by any party),
(a) upon consummation of any transaction permitted hereunder if (x) resulting in such Guarantor ceasing to constitute a Subsidiary (including because such Subsidiary is designated an “Unrestricted Subsidiary”) or (y) in the case of any Guarantor that would not be required to be a Guarantor because it is, or has become, an Excluded Subsidiary as a result of a transaction following which it has become (or remains) a Subsidiary of the Issuer or a Guarantor; provided that, any release pursuant to preceding clause (y) shall only be effective if:
(A) no Event of Default under Section 5.01(a), (b), (i) or (j) has occurred and is continuing or would result therefrom,
(B) at the time of such release (and after giving effect thereto), all outstanding Indebtedness of, and Investments in, such Subsidiary would then be permitted to be made in accordance with the relevant provisions of Sections 9.07 and 9.09 (for this purpose, with the Issuer being required to reclassify any such items made in reliance upon the respective Subsidiary being a Guarantor on another basis as would be permitted by such applicable Section) (and all items described above in this clause (B) shall thereafter be deemed recharacterized as provided above in this clause (B));
(C) such Subsidiary shall not be (or shall be simultaneously released as) a guarantor (if applicable) with respect to any Secured Notes, Other First Lien Debt, Permitted Junior Debt, Existing Notes, Subordinated Indebtedness, any other Indebtedness secured by a Junior Lien, or any Permitted Refinancing Indebtedness (and successive Permitted Refinancing Indebtedness) with respect to the foregoing; and
(D) the transaction resulting in such release is a legitimate business transaction and not for a “liability management transaction” as reasonably determined by the Issuer;
(b) [reserved],
(c) [reserved],
(d) [reserved],
(e) if such Guarantor is (or immediately after being released from its Note Guarantee of the Notes will be automatically be) released from its Guarantee of all First Lien Obligations and unconditionally released Junior Lien Obligations except any such release by or as a result of payment of such Guarantee and discharged:such Guarantor is not a guarantor under any of the other First Lien Obligations and is not otherwise required to Guarantee the Notes under this Indenture in accordance with Section 12.01,
(1f) if the Issuer exercises the legal defeasance option or covenant defeasance option or effects a satisfaction and discharge of this Indenture, in connection each case, in accordance with Article 11, or
(g) if such Guarantee was originally Incurred to permit such Guarantor to Incur or guarantee Indebtedness not otherwise permitted pursuant to Section 9.07 or Section 9.08 and the Indebtedness so Incurred or guaranteed (and any sale permitted refinancing Indebtedness thereof) has been repaid or other disposition of all or substantially all of the assets of that Subsidiary Guarantor discharged (including by way of merger orprovided that, consolidation) to a Person that is not (either before or after giving effect to such transaction) release, such Guarantor does not have any outstanding Indebtedness or guarantee that would violate Section 9.07 or Section 9.08 if such outstanding Indebtedness or guarantee would have been Incurred following the Company release of such Note Guarantee and such Guarantor is not a guarantor under any First Lien Obligation (other than the Notes)). Upon any occurrence giving rise to a release of a Guarantee as specified above, the Trustee, upon receipt of an Officer’s Certificate from the Issuer and an Opinion of Counsel each stating that all conditions precedent to such release have been satisfied, shall execute any documents reasonably required by the Issuer in order to evidence or a Restricted Subsidiary effect such release, discharge and termination in respect of such Guarantee. None of the CompanyIssuer, if any Guarantor or the sale or other disposition does not violate Section 5.01 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor Trustee will be required to make a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, notation on the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger to reflect any Guarantee or consolidation of any Subsidiary Guarantor with and into the Company such release, termination or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described under Article 9 hereofdischarge.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee.
Appears in 2 contracts
Samples: Indenture (Qwest Corp), Indenture (Qwest Corp)
Release of Guarantees. (a) Subject to paragraphs (b), (c) and (cd), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Each Note Guarantee of by a Subsidiary Guarantor with respect to the Notes will shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor and its obligations under the Note Guarantee, this Indenture and the Security Documents shall be released and discharged:
(1) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 5.01 Sections 3.09 or 4.15 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 Sections 3.09 or 5.01 4.15 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described under Article 9 provided in Sections 9.01 or 9.02 hereof.
(c) In addition, upon an enforcement action under the Senior Secured Credit Facilities or any Credit Facility that refinances in whole or in part the Senior Secured Credit Facilities resulting in the sale or disposal, directly or indirectly, (a “Designated Subsidiary Guarantor Enforcement Sale”) of (x) all of the shares of Capital Stock of Studio City Entertainment Limited or Studio City Hotels Limited or (y) more than 50% of the voting power of the Capital Stock of (and at least 50% of the economic interests comprised in the Capital Stock of) Studio City Developments (each of Studio City Entertainment Limited, Studio City Hotels Limited and Studio City Developments, the “Designated Subsidiary Guarantors”), the Note Guarantees provided by the applicable Designated Subsidiary Guarantor (and the Note Guarantees provided by the direct parent company or companies of such Designated Subsidiary Guarantor, to the extent such disposal is of the shares of such parent company or companies, as well as the Note Guarantees provided by any Restricted Subsidiary of such Designated Subsidiary Guarantor) will be released by the Collateral Agent at the expense of the Company upon the written instruction of the security agent under the Senior Secured Credit Facilities or any Credit Facility that refinances in whole or in part the Senior Secured Credit Facilities with no further action or consent provided by or required from the Trustee or the Holders of the Notes if such sale or disposal is conducted:
(1) in accordance with applicable law and for a consideration all or substantially all of which is in the form of cash or Cash Equivalents;
(2) other than where the Sponsor Purchase Right is exercised, pursuant to a Best Price Auction (to the extent possible under applicable law) or a fair value opinion obtained from an internationally recognized investment bank or accounting firm selected by the security agent under the Senior Secured Credit Facilities or any Credit Facility that refinances in whole or in part the Senior Secured Credit Facilities that the amount received in connection with such sale is fair from a financial point of view; and
(3) such that concurrently with the completion of such sale or disposal of the Capital Stock of any of the Designated Subsidiary Guarantors (or any direct parent company or companies thereof or any subsidiary of such Designated Subsidiary Guarantors), all Obligations of the relevant company to the Senior Secured Credit Facilities Finance Parties or the analogous parties under any Credit Facility that refinances in whole or in part the Senior Secured Credit Facilities are discharged or released. All cash and Cash Equivalents not applied to the repayment and discharge of the Senior Secured Credit Facilities (and the payment of related costs) will be treated as “Excess Proceeds” for purposes of Sections 3.09 and 4.10 hereof.
(d) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee.
Appears in 2 contracts
Samples: Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD), Indenture (Melco Crown Entertainment LTD)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force All the Guarantees will automatically be discharged and effect until payment in full of released without any further action by the Administrative Agent or any other Guaranteed Party when all the Guaranteed ObligationsRelease Conditions are satisfied. If at any time any payment of an Obligation is rescinded or must be otherwise restored or returned, (ii) be binding in whole or in part, upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable byinsolvency or receivership of the Borrower or otherwise, the TrusteeGuarantees will be reinstated with respect thereto as though such payment, the Holders and their successorsor part thereof, transferees and assignshad been due but not made at such time.
(bi) The Note Guarantee If all the capital stock of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and discharged:
(1) in connection with any sale or other disposition of all or substantially all of the assets of that a Subsidiary Guarantor (including by way are disposed of merger or, consolidation) to a Person that is not other than the Borrower or one of its Subsidiaries in a transaction permitted by the Credit Agreement (either before or after giving effect to any such transaction) the Company or sale, a Restricted “Sale of Subsidiary of the Company, if the sale or other disposition does not violate Section 5.01 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest onGuarantor”), the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation Guarantee of such Subsidiary Guarantor following shall automatically be discharged and released without any further action by the transfer Administrative Agent or any other Guaranteed Party effective as of the time of such Sale of Subsidiary Guarantor. Such release shall not require the consent of any Guaranteed Party, and the Administrative Agent shall be fully protected in relying on a certificate of the Borrower as to whether any particular sale constitutes a Sale of Subsidiary Guarantor.
(ii) The Administrative Agent, at the request and expense of the Borrower, will execute and deliver all documents that the Borrower or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with may reasonably request to evidence the transaction); or
release and termination of the Guarantee pursuant to clause (7i) as described under Article 9 hereofor (ii) above.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee.
Appears in 2 contracts
Samples: Guarantee Agreement, Guarantee Agreement (Fidelity & Guaranty Life)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each The Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and dischargedreleased:
(1i) in connection with any sale sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger ormerger, consolidation) consolidation or otherwise), in one or more related transactions, to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if the sale or other disposition does not violate Section 5.01 hereof7.15;
(2ii) in connection with any sale or other disposition of the Capital Stock of that Subsidiary a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanyIssuer after which such Guarantor is no longer a Subsidiary of the Issuer, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other dispositionCapital Stock of that Guarantor complies with Section 7.15;
(3iii) if the Company Issuer properly designates any Restricted Subsidiary that is a Subsidiary Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.18 hereofunder this Indenture;
(4iv) if the Guarantor is released in full from its obligations under any other Indebtedness which resulted in the creation of such Subsidiary Guarantee pursuant to this covenant; or
(v) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the this Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described above under Article 9 hereof10.
(cb) Each Holder hereby authorizes The Trustee shall promptly execute and deliver a release together with all instruments and other documents reasonably requested by the Trustee Issuer or the applicable Restricted Subsidiary to take all actions evidence the release and termination of any Guarantee upon receipt of a request by the Issuer accompanied by an Officers’ Certificate certifying as to effectuate any release in accordance compliance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee15.2.
Appears in 2 contracts
Samples: Trust Indenture (Columbia Care Inc.), Trust Indenture (Columbia Care Inc.)
Release of Guarantees. (a) Subject Notwithstanding the provisions of Section 1302, a Guarantee will be subject to paragraphs (b) termination and (c), each Note discharge under the circumstances described in this Section 1303. A Guarantor will automatically and unconditionally be released from all obligations under its Guarantee, once it becomes dueand such Guarantee shall thereupon terminate and be discharged and of no further force or effect, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee case of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and discharged:
(1) in connection Guarantor, concurrently with any direct or indirect sale or other disposition (by merger or otherwise) of all or substantially all of the assets of that any Subsidiary Guarantor or any interest therein not prohibited by the terms of this Indenture (including Section 411 and Section 501) by way of merger or, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary or any other transaction, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 5.01 hereof;
(2ii) in connection with at any sale or other disposition time that such Guarantor is released from all of the Capital Stock its obligations under all of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) its Guarantees of payment by the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary any Indebtedness of the Company as under the Senior Credit Facilities (it being understood that a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that release subject to contingent reinstatement is still a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if anyrelease, and accrued and unpaid interest onthat if any such Guarantee is so reinstated, such Guarantee shall also be reinstated); provided that the Notes and all other Obligations that are then due and payable thereunder;
release of obligations described in this clause (6ii) shall not apply to the Indirect Parent, (iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary another Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following or contemporaneously with the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor another Guarantor; provided that the release of obligations described in this clause (or a Wholly-Owned Restricted Subsidiary that becomes iii) shall not apply to the Indirect Parent, (iv) concurrently with a Subsidiary Guarantor concurrently with becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the transaction); or
(7) as described under Article 9 hereof.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions Company’s obligations, or satisfaction and discharge of this Section 11.08Indenture, or (vi) subject to customary and reasonably satisfactory protections and indemnifications provided Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding. In addition, the Company will have the right, upon five days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Indebtedness of the Company under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this Section 1303, the TrusteeTrustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Guarantee.
Appears in 2 contracts
Samples: Indenture (Avis Budget Group, Inc.), Indenture (Avis Budget Group, Inc.)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and dischargedreleased:
(1i) in connection with any sale sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger ormerger, consolidation) consolidation or otherwise), in one or more related transactions, to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if the sale or other disposition does not violate Section 5.01 hereof6.16;
(2ii) in connection with any sale or other disposition of the Capital Stock of that Subsidiary a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanyIssuer after which such Guarantor is no longer a Subsidiary of the Issuer, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other dispositionCapital Stock of that Guarantor complies with Section 6.16;
(3iii) if the Company Issuer properly designates any Restricted Subsidiary that is a Subsidiary Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.18 hereofunder this Indenture;
(4iv) upon payment in full in cash of the principal of, accrued and unpaid interest and premium (if any) on, the Notes; or
(v) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the this Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described above under Article 9 hereof8.
(cb) Each Holder hereby authorizes the The Trustee to take all actions to effectuate any shall promptly execute and deliver a release in accordance the form attached hereto as Schedule “B” to Appendix B together with all instruments and other documents reasonably requested by the provisions Issuer or the applicable Restricted Subsidiary to evidence the release and termination of any Guarantee upon receipt of a request by the Issuer accompanied by an Officers’ Certificate certifying as to compliance with this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee13.2.
Appears in 2 contracts
Samples: Trust Indenture (Curaleaf Holdings, Inc.), Trust Indenture (Harvest Health & Recreation Inc.)
Release of Guarantees. (a) Subject The Borrower may request, at any time that no Default has occurred and is continuing and not in connection with the sale, transfer or other disposition of the Shares of the subject Guarantor, a release of any Guarantee provided that:
(i) the Borrower has provided evidence satisfactory to paragraphs the Administrative Agent, upon such release, the Borrower would be in pro forma compliance with the first sentence of Section 11.1(u) immediately after such release;
(ii) no Default would occur immediately following such release;
(iii) immediately following such release, the subject Guarantor shall not have provided any other guarantee in connection with any Permitted Indebtedness permitted under clause (b) and of the definition thereof; and
(c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (iiv) remain in full force and effect until payment connection with any release of any Guarantees as contemplated in full the last sentence of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary definition of “Guarantor and its successors and (iii) inure to the benefit of, and be enforceable byException”, the Trustee, the Holders and their successors, transferees and assignsrelevant Holding Company Subsidiary shall become a Guarantor pursuant to Section 11.1(u) contemporaneously with such release.
(b) The Note Guarantee of To the extent a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and discharged:
(1) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger orsale, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 5.01 hereof;
(2) in connection with any sale transfer or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary assets, property and undertaking of the CompanyBorrower and its Subsidiaries permitted pursuant to Section 11.2(d) includes the Shares of any Guarantor and provided that the Borrower has provided to the Administrative Agent a certificate, if in form and substance satisfactory to the Administrative Agent, certifying that (i) such sale or other disposition does is permitted pursuant to Section 11.2(d), (ii) no Default has occurred and is continuing, (iii) the Borrower would be in pro forma compliance with the financial covenants set forth in Section 11.1(o) — (q) and the first sentence of Section 11.1(u) immediately after such sale, transfer or other disposition (and the requested release of Guarantees) and (iv) immediately following such release, such Guarantor shall not violate Section 4.10 have provided any other guarantee in connection with any Permitted Indebtedness permitted under clause (b) of the definition thereof, the Finance Parties hereby authorize the Administrative Agent, at the cost and expense of the Borrower, to execute such releases and other instruments which are necessary for the purpose of releasing the relevant Guarantees (as it relates to such Guarantor). Subsequent to any such sale, transfer or 5.01 hereof other disposition that includes the Shares of any Guarantor and provided that the Borrower has provided to the Administrative Agent the aforesaid certificate, such Subsidiary Guarantor ceases shall forthwith cease to be a Restricted Subsidiary of the Company as a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described under Article 9 hereofCompany.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee.
Appears in 2 contracts
Samples: Loan Agreement (Yamana Gold Inc), Loan Agreement (Yamana Gold Inc)
Release of Guarantees. (a) Subject to paragraphs (b) the following paragraph and (c)the terms of the Intercreditor Agreement, each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Each Note Guarantee of by a Subsidiary Guarantor with respect to the Notes will shall be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Note Guarantee, this Indenture, the Security Documents and the Intercreditor Agreement shall be released and discharged:
(1) in connection with any the case of a Subsidiary Note Guarantee only, by a sale or other disposition (including by way of consolidation or merger) of Capital Stock of the relevant Guarantor or of a Parent thereof, such that such Guarantor ceases to be a Restricted Subsidiary, or the sale or disposition of all or substantially all of the assets of that Subsidiary the relevant Guarantor (including by way of merger or, consolidation) other than to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanySubsidiary), if the sale or other disposition does not violate Section 5.01 hereofin each case in a transaction otherwise permitted by this Indenture;
(2) in connection the case of a Subsidiary Note Guarantee only, by the designation in accordance with any sale or other disposition this Indenture of the Capital Stock of that Subsidiary relevant Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other dispositionan Unrestricted Subsidiary;
(3) if by defeasance or discharge of the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary Notes, as provided in accordance with Section 4.18 hereofArticle VIII or Article X;
(4) in the case of a Subsidiary Note Guarantee only (other than a Subsidiary Note Guarantee issued on the Issue Date), to the extent that the relevant Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon Legal Defeasance the relevant release of the guarantee or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this IndentureIndebtedness referred to in such clause;
(5) upon full payment in full of all obligations of the principal of, premium, if any, Issuer and accrued the Guarantors under this Indenture and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;Notes; or
(6) upon in connection with certain enforcement actions taken by the merger or consolidation creditors under certain of any Subsidiary Guarantor with and into our secured Indebtedness as provided under the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described under Article 9 hereofIntercreditor Agreement.
(c) Each Holder hereby authorizes the Trustee to take all actions actions, including the granting of releases or waivers under the Intercreditor Agreement, to effectuate any release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee.
Appears in 2 contracts
Samples: Indenture (Encore Capital Group Inc), Indenture (Encore Capital Group Inc)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and discharged:
(1) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 5.01 3.09 or 4.15 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 3.09 or 5.01 4.15 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described under Article 9 hereof.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee.
Appears in 2 contracts
Samples: Indenture (Melco Resorts & Entertainment LTD), Indenture (STUDIO CITY INTERNATIONAL HOLDINGS LTD)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Each Guarantee of by a Subsidiary Guarantor with respect to the Notes will shall be automatically and unconditionally released and dischargeddischarged without future action of the Issuers, the relevant Subsidiary Guarantor or the Trustee upon:
(1) in connection with any sale sale, exchange, issuance, disposition or other disposition of all or substantially all of the assets of that Subsidiary Guarantor transfer (including by way of merger ormerger, consolidationamalgamation, consolidation or otherwise) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 5.01 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that such Subsidiary Guarantor, after which the applicable Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or no longer a Restricted Subsidiary of the CompanySubsidiary, if the sale such sale, exchange, issuance, disposition or other disposition transfer does not violate Section 4.10 or 5.01 hereof 4.15 and such the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale, exchange, issuance, disposition or transfer;
(2) any sale, exchange, issuance, disposition or transfer (including by merger, amalgamation, consolidation or otherwise) of all or substantially all of the assets of such sale Subsidiary Guarantor (including to any of the Issuers or other dispositionanother Guarantor), if such sale, exchange, issuance, disposition or transfer does not violate Section 4.15;
(3) if the Company designates release or discharge of the guarantee that resulted in the creation of such Guarantee, except, in each case, a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement is still a release);
(4) the designation of any Restricted Subsidiary that is a Subsidiary Guarantor to be as an Unrestricted Subsidiary in accordance compliance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 applicable provisions of this Indenture;
(5) upon payment in full (a) the exercise by the Issuers of their legal defeasance option or covenant defeasance option as described under Article 8 or (b) the discharge of the principal of, premium, if any, and accrued and unpaid interest on, Issuers’ obligations under this Indenture in accordance with the Notes and all other Obligations that are then due and payable thereunderterms of this Indenture;
(6) upon the merger such Guarantor consolidating with, merging into or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially transferring all of its assets to the Company or another Guarantor, and as a Wholly-Owned Subsidiary result of, or in connection with, such transaction such Guarantor (dissolves or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); orotherwise ceases to exist;
(7) as described under Article 9 hereof9; or
(8) the occurrence of a Covenant Suspension Event. Notwithstanding the foregoing, any Guarantee by a Parent Company, if any, may be automatically and unconditionally released and discharged for any reason.
(b) In the event that any released Subsidiary Guarantor (in the case of clauses (3) and (4) of Section 10.06(a)) thereafter incurs or guarantees (or otherwise becomes liable for) (i) Obligations under the Revolving Credit Facility or (ii) Indebtedness under any Debt Facility in excess of the De Minimis Amount, such former Subsidiary Guarantor will again provide a Guarantee.
(c) Each Holder hereby authorizes Notwithstanding the Trustee to take all actions to effectuate foregoing, in no event shall any release in accordance with Subsidiary Guarantor be released from its Guarantee under this Indenture solely as a result of the provisions termination of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the TrusteeRevolving Credit Facility.
Appears in 2 contracts
Samples: Senior Secured Second Lien Notes Indenture (Talos Energy Inc.), Senior Secured Second Lien Notes Indenture (EnVen Energy Corp)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Guarantor shall be automatically and unconditionally released, subject to the terms of this Indenture and the Security Documents and upon notice to the Trustee (which failure to deliver such notice shall not affect the release without delivery of any instrument or any action by any party),
(a) upon consummation of any transaction permitted hereunder if (x) resulting in such Guarantor ceasing to constitute a Subsidiary (including because such Subsidiary is designated an “Unrestricted Subsidiary”) or (y) in the case of any Guarantor that would not be required to be a Guarantor because it is, or has become, an Excluded Subsidiary as a result of a transaction following which it has become (or remains) a Subsidiary of the Issuer or a Guarantor; provided that, any release pursuant to the preceding clause (y) shall only be effective if:
(A) no Event of Default under Section 5.01(a), (b), (i) or (j) has occurred and is continuing or would result therefrom,
(B) at the time of such release (and after giving effect thereto), all outstanding Indebtedness of, and Investments in, such Subsidiary would then be permitted to be made in accordance with the relevant provisions of Sections 9.07 and 9.09 (for this purpose, with the Issuer being required to reclassify any such items made in reliance upon the respective Subsidiary being a Guarantor on another basis as would be permitted by such applicable Section) (and all items described above in this clause (B) shall thereafter be deemed recharacterized as provided above in this clause (B));
(C) such Subsidiary shall not be (or shall be simultaneously released as) a guarantor (if applicable) with respect to any Existing Lumen Secured Notes, Other First Lien Debt, Permitted Junior Debt, Existing Lumen Unsecured Notes, Subordinated Indebtedness, any other Indebtedness secured by a Junior Lien, or any Permitted Refinancing Indebtedness (and successive Permitted Refinancing Indebtedness) with respect to the foregoing; and
(D) the transaction resulting in such release is a legitimate business transaction and not for a “liability management transaction” as reasonably determined by the Issuer;
(b) [reserved],
(c) [reserved],
(d) [reserved],
(e) if such Guarantor is (or immediately after being released from its Note Guarantee of the Notes will be automatically be) released from its Guarantee of all First Lien Obligations and unconditionally released Junior Lien Obligations except any such release by or as a result of payment of such Guarantee and discharged:such Guarantor is not a guarantor under any of the other First Lien Obligations and is not otherwise required to Guarantee the Notes under this Indenture in accordance with Section 12.01,
(1f) if the Issuer exercises the legal defeasance option or covenant defeasance option or effects a satisfaction and discharge of this Indenture, in connection each case, in accordance with Article 11 or Article 4, or
(g) if such Guarantee was originally incurred to permit such Guarantor to incur or guarantee Indebtedness not otherwise permitted pursuant to Section 9.07 or Section 9.08 and the Indebtedness so incurred or guaranteed (and any sale permitted refinancing Indebtedness thereof) has been repaid or other disposition of all or substantially all of the assets of that Subsidiary Guarantor discharged (including by way of merger orprovided that, consolidation) to a Person that is not (either before or after giving effect to such transaction) release, such Guarantor does not have any outstanding Indebtedness or guarantee that would violate Section 9.07 or Section 9.08 if such outstanding Indebtedness or guarantee would have been incurred following the Company release of such Note Guarantee and such Guarantor is not a guarantor under any First Lien Obligation (other than the Notes)). Upon any occurrence giving rise to a release of a Guarantee as specified above, the Trustee, upon receipt of an Officer’s Certificate from the Issuer and an Opinion of Counsel each stating that all conditions precedent to such release have been satisfied, shall execute any documents reasonably required by the Issuer in order to evidence or a Restricted Subsidiary effect such release, discharge and termination in respect of such Guarantee. None of the CompanyIssuer, if any Guarantor or the sale or other disposition does not violate Section 5.01 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor Trustee will be required to make a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, notation on the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger to reflect any Guarantee or consolidation of any Subsidiary Guarantor with and into the Company such release, termination or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described under Article 9 hereofdischarge.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee.
Appears in 1 contract
Samples: Indenture (Qwest Corp)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note A Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and dischargedno further action is required for the release of such Guarantor’s Guarantee, upon:
(1) in connection with any sale the sale, disposition or other transfer (including through merger or consolidation) of the Capital Stock (including any sale, disposition of or other transfer following which the applicable Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the assets of that Subsidiary applicable Guarantor (including by way of merger orif such sale, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale disposition or other disposition does not violate Section 5.01 hereoftransfer is made in compliance with this Indenture;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transactionA) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and Issuer designating such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof4.07 hereof and the definition of “Unrestricted Subsidiary;” and
(4B) upon in the case of any Restricted Subsidiary which after the Issue Date is required to guarantee the Notes pursuant to this Section 4.17, the release or discharge of the guarantee by such Restricted Subsidiary of Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to guarantee the Notes; and
(2) in the case of clause (1)(A) above, such Guarantor is released from its guarantees, if any, of, and all pledges and security, if any, granted in connection with, the Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer. A Guarantee also will be automatically released if such Subsidiary is released from its guarantees of the Credit Agreement and any other Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer, which results in the obligation to guarantee the Notes. Upon Legal Defeasance in accordance with Article 8 hereof or satisfaction and discharge of the this Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described under Article 9 hereof.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions Article 12 hereof; each Guarantor will be released and relieved of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trusteeany obligations under its Guarantee.
Appears in 1 contract
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is Any Guarantee by a continuing guarantee and Guarantor shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee is required for the release of such Guarantor’s Guarantee, upon:
(1i) in connection with any sale sale, exchange, transfer or other disposition (by merger, consolidation, amalgamation, dividend, distribution or otherwise) of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger orsuch Guarantor, consolidation) to a Person that in each case, if such sale, exchange, transfer or other disposition is not prohibited by the applicable provisions of this Indenture and, (either before or after giving effect to such transactiona) in the case the transferee Person is not the Company or a Restricted Subsidiary of Subsidiary, such sale, exchange, transfer or other disposition is in compliance with Section 3.10 or (b) unless such sale, exchange, transfer or other disposition is with or to the Company, if the sale surviving or other disposition does not violate Section 5.01 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a transferee Person that is not (either before or after giving effect to expressly assumes such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary Guarantor’s obligations in accordance with Section 4.18 hereof9.04;
(4ii) upon Legal Defeasance the merger, consolidation or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation amalgamation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidationCompany, or upon the liquidation of such Subsidiary a Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction)Company; or
(7iii) as described under Article 9 hereof.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate merger, consolidation or amalgamation of any release Guarantor with and into a Subsidiary of the Company where such Subsidiary is the surviving Person , if such merger, consolidation or amalgamation is not prohibited by the applicable provisions of this Indenture and such Subsidiary expressly assumes such Guarantor’s obligations in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by 9.04; and
(B) the Company and such Guarantor delivering to the TrusteeTrustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction and release have been complied with.
Appears in 1 contract
Samples: Convertible Note Subscription Agreement (Starry Holdings, Inc.)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure Notwithstanding anything to the benefit ofcontrary, and be enforceable byin this Article 9, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically released, and unconditionally such Guarantor’s obligations under such Guarantee will be automatically released and discharged:
(1) , and, in connection with each case, be of no future force and effect, upon the occurrence of any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor following events: (including by way of merger or, consolidation) to a Person that is not (either before or after giving effect to such transactionA) the Company or a Restricted Subsidiary of Company’s obligations under the Company, if the sale or other disposition does not violate Section 5.01 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary Indenture are discharged in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge the terms of the Indenture as provided by Articles 8 and 12 of this Indenture;
; (5B) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary such Guarantor with and into the Company Company; (C) all remaining obligations to make payments or deliver other Exchange Consideration with respect all Notes are discharged in full after the same has become due; (D) such Guarantor no longer guarantees any Covered Debt Securities; or (E) no Covered Debt Securities are outstanding; provided, however, that preceding clauses (D) and (E) will apply only to the Guarantees of the Subsidiary Guarantors, and the Parent Guarantor’s Guarantee will not be automatically released pursuant to such clauses. For the avoidance of doubt, the preceding paragraph will not limit the operation of Section 5.09. Accordingly, if a Wholly-Owned Subsidiary Parent Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes Business Combination Event, a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such Business Combination Event or any other merger or consolidationconsolidation involving a Guarantor constitutes a Common Stock Change Event whose Reference Property includes any securities of any Person (whether such Guarantor or another Person), or upon the liquidation of then such Subsidiary Guarantor following the transfer of all or substantially all of its assets Person will be required to the Company or execute a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described under Article 9 hereof.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release supplemental indenture in accordance with the provisions final paragraph of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee5.09(A).
Appears in 1 contract
Samples: First Supplemental Indenture (Centennial Resource Development, Inc.)
Release of Guarantees. (a) Subject Notwithstanding the provisions of Section 1302, a Guarantee will be subject to paragraphs (b) termination and (c), each Note discharge under the circumstances described in this Section 1303. A Guarantor will automatically and unconditionally be released from all obligations under its Guarantee, once it becomes dueand such Guarantee shall thereupon terminate and be discharged and of no further force or effect, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee case of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and discharged:
(1) in connection Guarantor, concurrently with any direct or indirect sale or other disposition (by merger or otherwise) of all or substantially all of the assets of that any Subsidiary Guarantor or any interest therein not prohibited by the terms of this Indenture (including Section 411 and Section 501) by way of merger or, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary or any other transaction, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, if (ii) at any time that such Guarantor is released from all of its obligations under all of its Guarantees of payment by the sale or other disposition does not violate Section 5.01 hereof;
(2) in connection with Company of any sale or other disposition Indebtedness of the Capital Stock Company under the Senior Credit Facilities (it being understood that a release subject to contingent reinstatement is still a release, and that if any such Guarantee is so reinstated, such Guarantee shall also be reinstated); provided that the release of that Subsidiary Guarantor obligations described in this clause (ii) shall not apply to a Person that is not (either before the Indirect Parent or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Issuer, the Company or a Wholly-Owned Subsidiary another Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following or contemporaneously with the transfer of all or substantially all of its assets to the Issuer, the Company or a Wholly-Owned Subsidiary Guarantor another Guarantor; provided that the release of obligations described in this clause (iii) shall not apply to the Indirect Parent or a Wholly-Owned Restricted Subsidiary that becomes the Company, (iv) concurrently with a Subsidiary Guarantor concurrently with becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the transaction); or
(7) as described under Article 9 hereof.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions Issuer’s obligations, or satisfaction and discharge of this Section 11.08Indenture, or (vi) subject to customary and reasonably satisfactory protections and indemnifications provided Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding. In addition, the Issuer will have the right, upon 5 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Indebtedness of the Company under the Senior Credit Facilities to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this Section 1303, the TrusteeTrustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Guarantee.
Appears in 1 contract
Samples: Indenture (Avis Budget Group, Inc.)
Release of Guarantees. (a) Subject to paragraphs (b) the following paragraph and (c)the terms of the Intercreditor Agreement, each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Each Note Guarantee of by a Subsidiary Guarantor with respect to the Notes will shall be automatically and unconditionally released and discharged, and each Guarantor and its obligations under the Note Guarantee, this Indenture, the Security Documents and the Intercreditor Agreement shall be released and discharged:
(1) in connection with any the case of a Subsidiary Note Guarantee only, by a sale or other disposition (including by way of consolidation, merger, amalgamation or combination) of Capital Stock of the relevant Guarantor or of a Parent thereof, such that such Guarantor ceases to be a Restricted Subsidiary, or the sale or disposition of all or substantially all of the assets of that Subsidiary the relevant Guarantor (including by way of merger or, consolidation) other than to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanySubsidiary), if the sale or other disposition does not violate Section 5.01 hereofin each case in a transaction otherwise permitted by this Indenture;
(2) in connection the case of a Subsidiary Note Guarantee only, by the designation in accordance with any sale or other disposition this Indenture of the Capital Stock of that Subsidiary relevant Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other dispositionan Unrestricted Subsidiary;
(3) if by defeasance or discharge of the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary Notes, as provided in accordance with Section 4.18 hereofArticle VIII or Article X;
(4) in the case of a Subsidiary Note Guarantee only (other than a Subsidiary Note Guarantee issued on the Issue Date), to the extent that the relevant Guarantor is not an Immaterial Subsidiary solely due to the operation of clause (i) of the definition of “Immaterial Subsidiary,” upon Legal Defeasance the relevant release of the guarantee or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this IndentureIndebtedness referred to in such clause;
(5) upon full payment in full of all obligations of the principal of, premium, if any, Issuer and accrued the Guarantors under this Indenture and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunderNotes;
(6) upon in connection with certain enforcement actions taken by the merger or consolidation creditors under certain of any Subsidiary Guarantor with and into our secured Indebtedness as provided under the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction)Intercreditor Agreement; or
(7) as described under provided in Article 9 hereofIX.
(c) Each Holder hereby authorizes Upon any occurrence giving rise to a release of a Note Guarantee, as specified above, the Trustee to take all actions to effectuate any release in accordance with the provisions of this Section 11.08Trustee, subject to customary receipt of certain documents from the Issuer and/or Guarantor, will execute any documents reasonably required in order to evidence or effect such release, discharge and reasonably satisfactory protections and indemnifications provided by termination in respect of such Note Guarantee. Neither the Company Issuer, the Trustee nor any Guarantor will be required to make a notation on the TrusteeNotes to reflect any such release, discharge or termination.
Appears in 1 contract
Samples: Indenture (Encore Capital Group Inc)
Release of Guarantees. (a) Subject to paragraphs (b) the following paragraph and (c)the terms of the Intercreditor Deeds, each Note Guarantee, once it becomes due, is a continuing guarantee and shall (ia) remain in full force and effect until payment in full of all the Guaranteed Obligations, (iib) be binding upon each Subsidiary Note Guarantor and its successors and (iiic) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Each Note Guarantee of by a Subsidiary Note Guarantor with respect to the Notes will be automatically and unconditionally released and discharged, and each Note Guarantor and its obligations under the Note Guarantee, this Indenture, the Collateral Documents and the Intercreditor Deeds will be released and discharged:
(1) upon the defeasance or discharge of the Notes as provided in connection Article 8 or Article 10, in each case in accordance with the terms of this Indenture;
(2) upon an enforcement action, pursuant to the terms of the Group Intercreditor Deed;
(3) with respect to an Additional Subsidiary Guarantee given under Section 4.19, upon release of the guarantee that gave rise to the requirement to issue such Additional Subsidiary Guarantee so long as no Event of Default would arise as a result and no other Indebtedness that would give rise to an obligation to give an Additional Subsidiary Guarantee is at that time guaranteed by the relevant Subsidiary Guarantor; and
(4) with respect to Subsidiary Guarantors only, upon:
(A) any sale, exchange, transfer or disposition of (whether by merger, consolidation or the sale of) the Capital Stock of such Subsidiary Guarantor after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or other disposition the sale of all or substantially all of the assets (other than by lease) of that such Subsidiary Guarantor, whether or not such Subsidiary Guarantor (including by way of merger or, consolidation) is the surviving corporation in such transaction to a Person that which is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary Subsidiary; provided that such sale, exchange, transfer or disposition is made in compliance with this Indenture, including Section 4.10 (it being understood that only such portion, if any, of the Company, if Net Available Cash as is required to be applied on or before the sale or other disposition does not violate date of such release in accordance with the terms of this Indenture needs to be applied in accordance therewith at such time) and Section 5.01 hereof5.01;
(2B) in connection with any sale the release or other disposition discharge of such Subsidiary Guarantor from its Guarantee of Indebtedness of the Capital Stock Company and the Subsidiary Guarantors under the Existing Credit Facility or any Pari Passu Lien Obligation (including by reason of the termination of the Existing Credit Facility or any Pari Passu Lien Obligation) and/or the Guarantee that resulted in the obligation of such Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) guarantee the Company or a Restricted Subsidiary of the CompanyNotes, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases would not then otherwise be required to be guarantee the Notes pursuant to this Indenture (and treating any Guarantees of such Subsidiary Guarantor that remain outstanding as Incurred at least 30 days prior to such release or discharge), except a Restricted Subsidiary of the Company discharge or release by or as a result of payment under such sale Guarantee; provided that if such Person has Incurred any Indebtedness or issued any Preferred Stock or Disqualified Stock in reliance on its status as a Subsidiary Guarantor under Section 4.09, such Subsidiary Guarantor’s obligations under such Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, so Incurred are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other disposition;than a Subsidiary Guarantor) under Section 4.09; or
(3C) if the Company designates proper designation of any Restricted Subsidiary that is a Subsidiary Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this IndentureSubsidiary;
(5) upon payment in full the case of the principal ofclause (4)(A) above only, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets delivering to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described under Article 9 hereofall conditions precedent provided for in this Indenture relating to such transaction have been complied with.
(c) Each Holder hereby authorizes the Trustee to take all actions actions, including the granting of releases or waivers under the Intercreditor Deeds, to effectuate any release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee.
Appears in 1 contract
Samples: Indenture (Virgin Media Inc.)
Release of Guarantees. (a) Subject A Guarantee (including any Guarantee provided pursuant to paragraphs (bSection 4.21) shall be automatically and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit ofunconditionally released, and the Guarantor that granted such Guarantee shall be enforceable byautomatically and unconditionally released from its obligations and liabilities thereunder and hereunder upon legal defeasance as provided in Section 8.02 or covenant defeasance as provided in Section 8.03 or if all obligations under this Indenture are discharged in accordance with the terms of this Indenture, in each case, in accordance with the terms and conditions in this Indenture, the Trustee, the Holders Intercreditor Agreement and their successors, transferees and assignsany Additional Intercreditor Agreement.
(b) The Note In addition, the Subsidiary Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and dischargedreleased:
(1i) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 5.01 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Parent Guarantor or a Restricted Subsidiary of the CompanyGroup Member, if the sale or other disposition does not violate the provisions of the covenant set forth in Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases 4.11 to be a Restricted Subsidiary of satisfied at the Company as a result time of such sale or other disposition;
(3ii) in connection with any direct or indirect sale, issuance or other disposition of the Capital Stock of that Subsidiary Guarantor (including by way of merger or consolidation) upon which such Subsidiary Guarantor is no longer a Restricted Group Member, if the sale or other disposition does not violate the covenant set forth in Section 4.11;
(iii) if the Company Parent Guarantor designates any Restricted Subsidiary Group Member that is a Subsidiary Guarantor to be an Unrestricted Subsidiary Group Member in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 applicable provisions of this Indenture;
(5iv) upon payment in full legal defeasance or satisfaction and discharge of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunderthis Indenture under Article Eight of this Indenture;
(6v) as provided in Article Nine of this Indenture;
(vi) in the case of Guarantees granted pursuant to Section 4.21, upon the discharge of the Debt or the release and discharge of the guarantee or security that gave rise to the obligation to guarantee the Notes;
(vii) in connection with the solvent liquidation or dissolution of such Subsidiary Guarantor;
(viii) automatically without any action by the Trustee or the Security Agent, pursuant to or in connection with any Permitted Reorganization; or
(ix) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation release of such Subsidiary Guarantor following from its guarantee of Debt under the transfer Revolving Credit Facility (other than a release by or as a result of the payment of such Debt), so long as such Subsidiary Guarantor would not then otherwise be required to guarantee the Notes pursuant to Section 4.21. In all or substantially all of its assets cases the Issuer and such Guarantors that are to be released from their Guarantees shall deliver to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently Trustee an Officer’s Certificate and an opinion of counsel certifying compliance with this Section 10.03, in each case, evidencing such release. At the transaction); or
(7) as described under Article 9 hereof.
(c) Each Holder hereby authorizes request of the Issuer, the Trustee to take all actions to effectuate any shall as soon as reasonably practicable following receipt of such documentation, execute and deliver an appropriate instrument evidencing such release (in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications form provided by the Company to the TrusteeIssuer).
Appears in 1 contract
Samples: Indenture
Release of Guarantees. (a) Subject to paragraphs (b), (c) and (cd), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Each Note Guarantee of by a Subsidiary Guarantor with respect to the Notes will shall be automatically and unconditionally released and discharged, and each Subsidiary Guarantor and its obligations under the Note Guarantee and this Indenture shall be released and discharged:
(1) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 5.01 Sections 3.09 or 4.15 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 Sections 3.09 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition4.15 hereof;
(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder[Intentionally Omitted];
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7c) as described under Article 9 hereof.[Intentionally Omitted]:
(cd) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee.
Appears in 1 contract
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will shall be automatically and unconditionally released released, and dischargedno further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee:
(1) in connection with any sale sale, exchange, transfer or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger ormerger, consolidationconsolidation or dissolution) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanySubsidiary, if the sale sale, exchange, transfer or other disposition does not violate Section 5.01 hereof4.10, it being understood, for the avoidance of doubt, that such release shall not occur pursuant to this clause if such Guarantor holds all or a material portion of the proceeds of such sale, exchange, transfer or other disposition (excluding, for the avoidance of doubt, proceeds reasonably required to conduct a dissolution in accordance with applicable law);
(2) in connection with any sale sale, transfer or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the Companyand that results in such Guarantor ceasing to be a Subsidiary, if the sale sale, transfer or other disposition does not violate Section 4.10 or 5.01 hereof and 4.10; provided that, in the case of a Non-Subsidiary Party, after giving effect to such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale sale, transfer or other disposition, no material portion of the Capital Stock of such Non-Subsidiary Party is beneficially owned by the Issuer or its Restricted Subsidiaries;
(3) if the Company Issuer designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.18 hereof4.07(c) and the definition of “Unrestricted Subsidiary” in this Indenture;
(4) upon Legal Defeasance or satisfaction and discharge any Restricted Subsidiary that at such time both (i) has become an Excluded Subsidiary (other than pursuant to clause (a) of the definition of “Excluded Subsidiary”) pursuant to a transaction not prohibited by this Indenture as provided by Articles 8 and 12 (ii) does not then have outstanding any obligation that would give rise to an obligation to provide a guarantee pursuant to Section 4.14 (it being understood if any such obligation of this Indenturesuch Restricted Subsidiary that would require such Restricted Subsidiary to be a Guarantor pursuant to the covenant described under Section 4.14 is reinstated, such Guarantee shall also be reinstated);
(5) upon payment in full any Non-Subsidiary Party that does not then have outstanding any obligation that would require such Non-Subsidiary Party to provide a guarantee pursuant to Section 4.14 (it being understood if any such obligation of the principal ofsuch Non-Subsidiary Party that would require such Non-Subsidiary Party to be a Guarantor pursuant to Section 4.14 is reinstated, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereundersuch Guarantee shall also be reinstated);
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all Issuer’s exercise of its assets to legal defeasance option as described under Article VIII or the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with Issuer’s obligations under this Indenture being discharged in the transaction)manner described in Article XI; orand
(7) upon the occurrence of a Covenant Suspension Event as described under Article 9 hereof.
(c) Each Holder hereby authorizes in Section 4.15. Upon the written request of the Issuer, the Trustee to take all actions to effectuate any and the Notes Collateral Agent shall evidence such release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by a supplemental indenture or other instrument which may be executed by the Company to Trustee and the TrusteeNotes Collateral Agent without the consent of any Holder.
Appears in 1 contract
Samples: Indenture (FTAI Infrastructure LLC)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will shall be automatically and unconditionally released released, and dischargedno further action by such Guarantor, the Issuer or the Trustee is required for the release of such Guarantor’s Guarantee:
(1) in connection with any sale sale, exchange, transfer or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger ormerger, consolidationconsolidation or dissolution) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanySubsidiary, if the sale sale, exchange, transfer or other disposition does not violate Section 5.01 hereof4.10, it being understood, for the avoidance of doubt, that such release shall not occur pursuant to this clause if such Guarantor holds all or a material portion of the proceeds of such sale, exchange, transfer or other disposition (excluding, for the avoidance of doubt, proceeds reasonably required to conduct a dissolution in accordance with applicable law);
(2) in connection with any sale sale, transfer or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the Companyand that results in such Guarantor ceasing to be a Subsidiary, if the sale sale, transfer or other disposition does not violate Section 4.10 or 5.01 hereof and 4.10; provided that, in the case of a Non-Subsidiary Party, after giving effect to such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale sale, transfer or other disposition, no material portion of the Capital Stock of such Non-Subsidiary Party is beneficially owned by the Issuer or its Restricted Subsidiaries;
(3) if the Company Issuer designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the provisions set forth under Section 4.18 hereof4.07(c) and the definition of “Unrestricted Subsidiary” in this Indenture;
(4) upon Legal Defeasance or satisfaction and discharge any Restricted Subsidiary that at such time both (i) has become an Excluded Subsidiary (other than pursuant to clause (a) of the definition of “Excluded Subsidiary”) pursuant to a transaction not prohibited by this Indenture as provided by Articles 8 and 12 (ii) does not then have outstanding any obligation that would give rise to an obligation to provide a guarantee pursuant to Section 4.14 (it being understood if any such obligation of this Indenturesuch Restricted Subsidiary that would require such Restricted Subsidiary to be a Guarantor pursuant to the covenant described under Section 4.14 is reinstated, such Guarantee shall also be reinstated);
(5) upon payment in full any Non-Subsidiary Party that does not then have outstanding any obligation that would require such Non-Subsidiary Party to provide a guarantee pursuant to Section 4.14 (it being understood if any such obligation of the principal ofsuch Non-Subsidiary Party that would require such Non-Subsidiary Party to be a Guarantor pursuant to Section 4.14 is reinstated, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereundersuch Guarantee shall also be reinstated);
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all Issuer’s exercise of its assets to legal defeasance option as described under Article VIII or the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with Issuer’s obligations under this Indenture being discharged in the transaction)manner described in Article XI; orand
(7) upon the occurrence of a Covenant Suspension Event as described under Article 9 hereof.
(c) Each Holder hereby authorizes in Section 4.15. Upon the written request of the Issuer, the Trustee to take all actions to effectuate any and the Notes Collateral Agent shall evidence such release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by a supplemental indenture or other instrument which may be executed by the Company to Trustee and the Trustee.Notes Collateral Agent without the consent of any Holder. ARTICLE XI
Appears in 1 contract
Samples: Indenture (Fortress Transportation & Infrastructure Investors LLC)
Release of Guarantees. (a) Subject Notwithstanding the provisions of Section 1302, a Guarantee will be subject to paragraphs (b) termination and (c), each Note discharge under the circumstances described in this Section 1303. A Guarantor will automatically and unconditionally be released from all obligations under its Guarantee, once it becomes dueand such Guarantee shall thereupon terminate and be discharged and of no further force or effect, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee case of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and discharged:
(1) in connection Guarantor, concurrently with any direct or indirect sale or other disposition (by merger or otherwise) of all or substantially all of the assets of that any Subsidiary Guarantor or any interest therein not prohibited by the terms of this Indenture (including Section 411 and Section 501) by way of merger or, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 5.01 hereof;
(2ii) in connection with at any sale or other disposition time that such Guarantor is released from all of the Capital Stock its obligations under all of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) its Guarantees of payment by the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary any Indebtedness of the Company as under the Senior Credit Facility (it being understood that a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that release subject to contingent reinstatement is still a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if anyrelease, and accrued and unpaid interest onthat if any such Guarantee is so reinstated, the Notes and all other Obligations that are then due and payable thereunder;
such Guarantee shall also be reinstated, (6iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary another Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following or contemporaneously with the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary another Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes iv) concurrently with a Subsidiary Guarantor concurrently with becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the transaction); or
(7) as described under Article 9 hereof.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions Company’s obligations, or satisfaction and discharge of this Section 11.08Indenture, or (vi) subject to customary and reasonably satisfactory protections and indemnifications provided Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Indebtedness of the Company under the Senior Credit Facility to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this Section 1303, the TrusteeTrustee shall execute any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Guarantee.
Appears in 1 contract
Samples: Indenture (Cendant Corp)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Guarantor that is a Subsidiary shall be automatically and unconditionally released:
(a) upon consummation of any transaction permitted hereunder if (x) resulting in such Guarantor ceasing to constitute a Subsidiary (including because such Subsidiary is designated an “Unrestricted Subsidiary”) or (y) in the case of any Guarantor that would not be required to be a Guarantor because it is, or has become, an Excluded Subsidiary as a result of a transaction following which it has become (or remains) a Subsidiary of the Issuer or a Guarantor, and upon notice to the Trustee (which failure to deliver such notice shall not effect the release without delivery of any installment or any action by any party; provided that, any release pursuant to preceding clause (y) shall only be effective if:
(A) no Event of Default under Section 5.01(a), (b), (i) or (j) has occurred and is continuing or would result therefrom,
(B) at the time of such release (and after giving effect thereto), all outstanding Indebtedness of, and Investments in, such Subsidiary would then be permitted to be made in accordance with the relevant provisions of Sections 9.08 and 9.12(for this purpose, with the Issuer being required to reclassify any such items made in reliance upon the respective Subsidiary being a Guarantor on another basis as would be permitted by such applicable Section), and any previous dispositions thereto pursuant to Section 9.12 shall be re-characterized and would then be permitted as if same were made to a Subsidiary that was not a Guarantor (and all items described above in this clause (B) shall thereafter be deemed recharacterized as provided above in this clause (B)),
(C) such Subsidiary shall not be (or shall be simultaneously released as) a guarantor (if applicable) with respect to the Notes will be automatically any First Lien Notes, Other First Lien Debt, Second Lien Notes, Permitted Consolidated Cash Flow Debt, Existing Unsecured Notes, Subordinated Indebtedness, any other Indebtedness secured by a Junior Lien or any Permitted Refinancing Indebtedness (and unconditionally released and discharged:successive Permitted Refinancing Indebtedness) with respect to the foregoing; and
(1D) the transaction resulting in connection with any sale such release is a legitimate business transaction and not for a “liability management transaction” as reasonably determined by the Issuer;
(b) [reserved];
(c) [reserved];
(d) if such Guarantor is (or other disposition immediately after being released from its Note Guarantee of the Securities will be) released from its Guarantee of all First Lien Obligations and Junior Lien Obligations except any such release by or substantially all as a result of payment of such Guarantee and such Guarantor is not a guarantor under any of the assets of that Subsidiary Guarantor (including by way of merger or, consolidation) to a Person that Other Notes and is not otherwise required to Guarantee the Securities under this Indenture in accordance with Section 12.01,
(either before e) if the Issuer exercises the legal defeasance option or covenant defeasance option or effects a satisfaction and discharge of this Indenture, in each case in accordance with Article 11, or
(f) if such Guarantee was originally Incurred to permit such Guarantor to Incur or guarantee Indebtedness not otherwise permitted pursuant to Section 9.08 or Section 9.10 and the Indebtedness so Incurred or guaranteed (and any permitted refinancing Indebtedness thereof) has been repaid or discharged (provided that, after giving effect to such transaction) release, such Guarantor does not have any outstanding Indebtedness or guarantee that would violate Section 9.08 or Section 9.10 if such outstanding Indebtedness or guarantee would have been Incurred following the Company release of such Note Guarantee and such Guarantor is not a guarantor under any First Lien Obligation (other than the Securities)). Upon any occurrence giving rise to a release of a Guarantee as specified above, the Trustee, upon receipt of an Officers’ Certificate from the Issuer and an Opinion of Counsel each stating that all conditions precedent to such release have been satisfied, shall execute any documents reasonably required by the Issuer in order to evidence or a Restricted Subsidiary effect such release, discharge and termination in respect of such Guarantee. None of the CompanyIssuer, if the sale any Guarantor or other disposition does not violate Section 5.01 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described under Article 9 hereof.
(c) Each Holder hereby authorizes the Trustee will be required to take all actions make a notation on the Securities to effectuate reflect any release in accordance with the provisions of this Section 11.08Guarantee or any such release, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trusteetermination or discharge.
Appears in 1 contract
Release of Guarantees. (a) Subject Notwithstanding the provisions of Section 1302, a Guarantee will be subject to paragraphs (b) termination and (c), each Note discharge under the circumstances described in this Section 1303. A Guarantor will automatically and unconditionally be released from all obligations under its Guarantee, once it becomes dueand such Guarantee shall thereupon terminate and be discharged and of no further force or effect, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee case of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and discharged:
(1) in connection Guarantor, concurrently with any direct or indirect sale or other disposition (by merger, consolidation or otherwise) of all or substantially all of the assets of that any Subsidiary Guarantor or any interest therein not prohibited by the terms of this Indenture (including Section 411 and Section 501) by way of merger or, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, following which such Subsidiary Guarantor is no longer a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 5.01 hereof;
(2ii) in connection with at any sale or other disposition time that such Guarantor is released from all of the Capital Stock its obligations under all of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) its Guarantees of payment by the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary any Indebtedness of the Company as under the Senior Credit Facility, the 8 3/4% Senior Notes and the Floating Rate Senior Notes (it being understood that a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that release subject to contingent reinstatement is still a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if anyrelease, and accrued and unpaid interest onthat if any such Guarantee is so reinstated, the Notes and all other Obligations that are then due and payable thereunder;
such Guarantee shall also be reinstated, (6iii) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary another Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following or contemporaneously with the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary another Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes iv) concurrently with a Subsidiary Guarantor concurrently with becoming an Unrestricted Subsidiary, (v) upon legal or covenant defeasance of the transaction); or
(7) as described under Article 9 hereof.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions Company’s obligations, or satisfaction and discharge of this Section 11.08Indenture, or (vi) subject to customary and reasonably satisfactory protections and indemnifications provided Section 1302(b), upon payment in full of the aggregate principal amount of all Notes then Outstanding. In addition, the Company will have the right, upon 30 days’ notice to the Trustee, to cause any Subsidiary Guarantor that has not guaranteed payment by the Company of any Indebtedness of the Company under the Senior Credit Facility, the 8 3/4% Senior Notes or the Floating Rate Senior Notes to be unconditionally released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon terminate and be discharged and of no further force or effect. Upon any such occurrence specified in this Section 1303, the TrusteeTrustee shall execute any documents reasonably requested in order to evidence such release, discharge and termination in respect of the applicable Guarantee.
Appears in 1 contract
Samples: Indenture (Adesa California, LLC)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and discharged:
(1) in connection with any the case of a Subsidiary Guarantor, upon the sale or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor, other than to the Parent or a Subsidiary of the Parent and as permitted by this Indenture;
(2) in the case of a Subsidiary Guarantor, upon the sale or disposition of all or substantially all of the assets of that a Subsidiary Guarantor (including by way of merger orGuarantor, consolidation) other than to a Person that is not (either before or after giving effect to such transaction) the Company Parent or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 5.01 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof Parent and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other dispositionpermitted by this Indenture;
(3) if in the Company designates any Restricted Subsidiary that is case of a Subsidiary Guarantor, at such time as such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance no longer guarantees any (i) Debt Facility with Section 4.18 hereofaggregate principal amount of $100.0 million or more (including, without limitation, the Senior Secured Credit Facility) or (ii) Material Capital Markets Debt of the Parent;
(4) upon the Legal Defeasance or satisfaction and Covenant Defeasance of the Notes, as provided under Article 8, or the discharge of the Indenture Issuer’s obligations, as provided by Articles 8 and 12 of this Indentureunder Article 11;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;as described under Article 9; or
(6) in the case of the Parent, upon the merger circumstances described in clauses (4) and (5), and if the Issuer ceases for any reason to be a Subsidiary of the Parent; provided that all guarantees and other obligations of the Parent in respect of all other indebtedness under any Debt Facility or consolidation Material Capital Markets Debt of the Issuer terminate upon the Issuer ceasing to be a Subsidiary of the Parent.
(b) In the case of clause (a)(3), subject to Section 4.09, in the event that any released Subsidiary Guarantor thereafter borrows money or guarantees indebtedness under any Debt Facility with and into aggregate principal amount of $100.0 million or more or Material Capital Markets Debt of the Company or a Wholly-Owned Parent, such former Subsidiary Guarantor (or will again provide a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently Guarantee in accordance with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described under Article 9 hereofSection 4.09.
(c) Each Holder hereby authorizes If the Guarantee of any Guarantor is deemed to be released or is automatically released, the Issuer shall deliver to the Trustee an Officer’s Certificate stating the identity of the released Guarantor, the basis for release in reasonable detail and that such release complies all conditions precedent to release set forth in this Indenture. The Trustee shall take all necessary actions to effectuate any release of a Guarantor in accordance with the provisions of this Section 11.08Indenture. Each of the releases set forth above shall be effected by Trustee without the consent of the holders of the Notes or any other action or consent on the part of the Trustee. At the written request and expense of the Issuer, and upon delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel, which may be subject to customary exceptions and reasonably satisfactory protections and indemnifications qualifications, each stating that all conditions provided by the Company for in this Indenture to the Trusteerelease of such Guarantor have been complied with, the Trustee shall execute and deliver any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to Section 10.06(a)).
Appears in 1 contract
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is A Loan Guarantee by a continuing guarantee and Guarantor shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and discharged:
, and no further action by such Guarantor, the Borrowers or the Secured Parties is required for the release of such Guarantor’s Loan Guarantee (1i) in connection with any sale if all of the Equity Interests issued by such Guarantor or other disposition of all or substantially all of the assets of that Subsidiary such Guarantor are sold or otherwise disposed of (including by way of merger or, or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company other than a Borrower or a Restricted Subsidiary of the CompanyGuarantor, (ii) if the sale or other disposition does not violate Section 5.01 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary (and, in each case of preceding clauses (i) and (ii), the Company as a result of such sale or other disposition;
(3) if Borrowers otherwise comply with the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 terms of this Indenture;
Agreement, including Section 5.08, Section 5.13 and Section 5.22, as applicable, in connection with any such transaction), (5iii) upon payment in full in cash of the principal of, premium, if any, on and accrued and unpaid interest on, the Notes Loans and all other Loan Obligations that are then due hereunder and payable thereunder;under the other Loan Documents, or (iv) if such release has been consented in accordance with Section 9.02.
(6b) upon In the merger case of a release of a Loan Guarantee pursuant to clause (a)(i) or consolidation of any Subsidiary Guarantor with and into (ii) above, the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets Borrowers shall deliver to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary Administrative Agent an Officer’s Certificate stating that becomes a Subsidiary Guarantor concurrently all conditions precedent provided for in this Agreement relating to such transaction have been complied with the transaction); or
(7) as described under Article 9 hereofin all material respects.
(c) Each Holder hereby authorizes At the Trustee request and at the expense of the Borrowers, the Administrative Agent shall execute and deliver any instrument (in form and substance reasonably satisfactory to take all actions to effectuate the Administrative Agent) evidencing the release of any release in accordance with the provisions of Loan Guarantee as permitted by this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee6.06.
Appears in 1 contract
Samples: Second Lien Term Loan Credit Agreement (Global Aviation Holdings Inc.)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) 85 The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and dischargedreleased:
(1) in connection with the event of any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including any Guarantor, by way of merger ormerger, consolidation) consolidation or otherwise, or a sale or other disposition of all to the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactiontransactions) the Company or a Restricted Subsidiary of the Company, if then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition does not violate of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Note Guarantee; PROVIDED that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 5.01 4.10 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction)4.18; or
(73) in connection with the sale, disposition or transfer of all of the assets of a Guarantor to another Guarantor or the Company. Additionally, the Guarantee of the Ultimate Parent and the Parent will be released (i) following a sale of all of the Capital Stock of the Subsidiary that owns the Company's SS7 network in a transaction that complies with Section 4.10, if the Net Proceeds from such sale are contributed by the Ultimate Parent to the Parent as common equity or as a capital contribution and by the Parent to the Company (plus any other consideration received in such sale net of estimated taxes in respect of such sale) as described under Article 9 hereof.
common equity capital or as a capital contribution in accordance with the terms of the Equity Contribution Agreement or (cii) Each Holder hereby authorizes if the Ultimate Parent contributes to the Parent as common equity or as a capital contribution , and the Parent in turn contributes to the Company as common equity or as a capital contribution, all of its Equity Interests in the Subsidiary that owns the Company's SS7 network. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to take all actions to effectuate any release the effect that such sale or other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 11.084.10 hereof, subject the Trustee will execute any documents reasonably required in order to customary evidence the release of any applicable Guarantor from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under its Note Guarantee will remain liable for the full amount of principal of and reasonably satisfactory protections interest on the Notes and indemnifications for the other obligations of any Guarantor under this Indenture as provided by the Company to the Trusteein this Article 11.
Appears in 1 contract
Samples: Indenture (Tsi Finance Inc)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Subsidiary Guarantor with respect and the security interests granted by that Subsidiary Guarantor to the Notes secure its Note Guarantee will be automatically and unconditionally released and dischargedreleased:
(1) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or, or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Revel or a Restricted Subsidiary of the CompanySubsidiary, if the sale or other disposition does not violate the provisions of Section 5.01 hereof4.10 and if, after giving effect to such sale or other disposition, such Guarantor is an Immaterial Subsidiary;
(2) in connection with any sale or other disposition of all of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Revel or a Restricted Subsidiary of the CompanySubsidiary, if the sale or other disposition does not violate the provisions of Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition4.10;
(3) if the Company Revel designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 applicable provisions of this Indenture;
(4) if that Subsidiary Guarantor becomes an Immaterial Subsidiary and Revel complies with the provisions set forth in Section 4.18(b) subject to compliance with the provisions of Section 4.18(a) if such Immaterial Subsidiary ceases to be an Immaterial Subsidiary;
(5) upon payment defeasance or satisfaction and discharge of this Indenture as provided in full of the principal ofSections 8.02, premium, if any, 8.03 and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;12.01; or
(6) upon if the merger lenders under the Credit Agreement and the lenders under or consolidation holders of any Subsidiary outstanding Capital Markets Debt of Revel guaranteed by such Guarantor release such Guarantor’s Guarantees of Revel’s obligations under the Credit Agreement and such Capital Markets Debt (provided that this clause (6) shall not apply if the release of such Guarantor’s Guarantees of Revel’s obligations under the Credit Agreement or such outstanding Capital Markets Debt is the result of a refinancing of the Credit Agreement or such outstanding Capital Markets Debt and as a result of such refinancing, such Guarantor’s Guarantees of Revel’s obligations under the Credit Agreement and such outstanding Capital Markets Debt is replaced with and into Guarantees by such Guarantor in favor of the Company lenders or holders of such refinancing Indebtedness). If a Wholly-Owned Subsidiary Note Guarantee of a Guarantor is released as a result of clause (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently 6) above (along with the transaction) that is associated Liens on the surviving Person in Collateral securing such merger or consolidationNote Guarantee), or upon the liquidation of Revel shall cause such Subsidiary Guarantor following the transfer of all or substantially all of its assets Note Guarantee to be reinstated as promptly as practicable, to the Company extent such Guarantor becomes an obligor under a Guarantee of Indebtedness under a Credit Agreement or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with Capital Markets Debt, and shall cause the transaction); or
(7) associated Liens on the Collateral securing such Note Guarantee also to be reinstated, as described under Article 9 hereof.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release promptly as practicable, in accordance with the provisions terms of the Collateral Documents; it being understood that, to the extent the Indebtedness under such Credit Agreement or such Capital Markets Debt is secured by a Lien, such Liens securing such Note Guarantee shall be no lower in priority than immediately junior in priority to the Liens securing such Credit Agreement or Capital Markets Debt, as applicable. For the avoidance of doubt, this provision shall not be interpreted to permit Revel or any of the Restricted Subsidiaries to incur and/or secure with a Lien any Capital Markets Debt not otherwise permitted by this Indenture to be so incurred and/or secured. In addition to the release of any Note Guarantee by the applicable Guarantor as described in this Section 11.0811.06, subject to customary and reasonably satisfactory protections and indemnifications the obligations of the Guarantors under the Note Guarantees will be released if all of the Collateral is released as provided by the Company to the Trusteefor in Section 10.03(b).
Appears in 1 contract
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Each Guarantee of by a Subsidiary Guarantor with respect to the Notes will provide by its terms that it shall be automatically and unconditionally released and dischargeddischarged and shall thereupon terminate and be of no further force and effect, and no further action by such Guarantor, the Issuers or the Trustee is required for the release of such Guarantor’s Guarantee, upon:
(1) in connection with any sale sale, exchange, issuance, disposition or other disposition transfer (by merger, amalgamation, consolidation or otherwise) of (a) the Capital Stock of such Guarantor, after which the applicable Guarantor is no longer a Restricted Subsidiary, or (b) all or substantially all of the assets of that Subsidiary such Guarantor (including by way of merger or, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary any of the CompanyIssuers or another Guarantor), in each case if such sale, exchange, issuance, disposition or transfer is made in compliance with the sale or other disposition does not violate Section 5.01 hereof;applicable provisions of this Indenture; Table of Contents
(2) in connection with any sale (a) the release or other disposition discharge of the guarantee by, or direct obligation of, such Guarantor of Indebtedness under the Senior Credit Facilities or Capital Stock Markets Indebtedness of that Subsidiary Guarantor to a Person that is not any of the Issuers or any Guarantor, or (either before or after giving effect to such transactionb) the Company release or discharge of such other guarantee that resulted in the creation of such Guarantee, except, in each case, a Restricted Subsidiary of the Company, if the sale discharge or other disposition does not violate Section 4.10 release by or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of payment under such sale guarantee or other dispositiondirect obligation (it being understood that, in each case, a release subject to a contingent reinstatement is still a release);
(3) if (a) the Company designates designation of any Restricted Subsidiary that is a Subsidiary Guarantor to be as an Unrestricted Subsidiary in accordance compliance with Section 4.18 hereofthe applicable provisions of this Indenture or (b) such Guarantor otherwise becoming an Excluded Subsidiary (other than pursuant to clause (1) of the definition thereof);
(4a) upon the exercise by the Issuers of their Legal Defeasance option or satisfaction and Covenant Defeasance option in accordance with Article VIII hereof or (b) the discharge of the Issuers’ obligations under this Indenture as provided by Articles 8 and 12 of this Indenturein accordance with Article XI hereof;
(5) upon payment in full of the principal ofmerger, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger amalgamation or consolidation of any Subsidiary Guarantor with and into the Company Issuer, the Co-Issuer or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with other than the transactionParent Guarantor) that is the surviving Person in such merger merger, amalgamation or consolidation, or upon the liquidation of such Subsidiary a Guarantor following the transfer of all or substantially all of its assets to the Company or assets, in each case in a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary transaction that becomes a Subsidiary Guarantor concurrently complies with the transaction)applicable provisions hereof; or
(76) as described under Article 9 IX.
(b) The Note Guarantee of the Parent Guarantor will terminate upon:
(1) the exercise by the Issuers of their legal defeasance option or covenant defeasance option as described under Article VIII hereof; or
(2) the discharge of the Issuers’ obligations under this Indenture in accordance with Article XI hereof.
(c) Each Holder hereby authorizes Notwithstanding the Trustee to take all actions to effectuate foregoing, any release in accordance with guarantee by a Parent Company (other than the provisions Parent Guarantor) may be automatically and unconditionally released and discharged for any reason.
(d) The Issuer will have the right, upon delivery of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company an Officer’s Certificate to the Trustee., to cause any Guarantor that has not guaranteed any Indebtedness under the Senior Credit Facilities or any Capital Markets Indebtedness of any of the Issuers or any Guarantor, and is not otherwise required by the applicable terms of this Indenture to provide a Guarantee, to be unconditionally released and discharged from all obligations under its Guarantee, and such Guarantee will thereupon automatically and unconditionally terminate and be discharged and of no further force or effect. Table of Contents
Appears in 1 contract
Samples: Indenture (Chobani Inc.)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and dischargedreleased:
(1i) in connection with any sale sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger ormerger, consolidation) amalgamation or consolidation or otherwise), in one or more related transactions, to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer that is a Guarantor, if the sale or other disposition does not violate Section 5.01 hereof6.16;
(2ii) in connection with any sale or other disposition of the Capital Stock of that Subsidiary a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanyIssuer that is a Guarantor, after which such Guarantor the Capital Stock of which was sold or disposed of is no longer a Subsidiary of the Issuer or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other dispositionCapital Stock of that Guarantor complies with Section 6.16;
(3iii) if the Company Issuer properly designates any Restricted Subsidiary that is a Subsidiary Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.18 hereofunder this Indenture;
(4iv) upon payment in full in cash of the principal of, accrued and unpaid interest (if any) and premium (if any) on, the Notes; or
(v) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the this Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described under Article 9 hereof8.
(cb) Each Holder hereby authorizes the The Trustee to take all actions to effectuate any shall promptly execute and deliver a release in accordance the form attached hereto as Schedule “B” to Appendix B together with all instruments and other documents reasonably requested by the provisions Issuer or the applicable Restricted Subsidiary to evidence the release and termination of any Guarantee upon receipt of a request by the Issuer accompanied by an Officers’ Certificate certifying as to compliance with this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee13.2.
Appears in 1 contract
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note A Guarantee of by a Subsidiary Guarantor with respect to the Notes will shall be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee is required for the release of such Guarantor's Guarantee:
(1) if (a) all of the Capital Interests issued by such Subsidiary Guarantor or all or substantially all of the assets of such Guarantor are sold or otherwise disposed of (including by way of merger or consolidation) to a Person other than the Company or any of its Restricted Subsidiaries or (b) such Subsidiary Guarantor ceases to be a Restricted Subsidiary, and in each case of (a) and (b) the Company otherwise complies, to the extent applicable, with SECTION 4.10, SECTION 4.17 and SECTION 5.01, as applicable; or
(2) upon (i) payment in full in cash of the principal of, premium, if any, and accrued and unpaid interest, on the Notes and all other Obligations hereunder and under the other Indenture Documents that are then due and payable, (ii) a satisfaction and discharge of this Indenture pursuant to SECTION 11.01 and (iii) the occurrence of a Legal Defeasance or Covenant Defeasance pursuant to SECTION 8.02 or SECTION 8.03.
(b) The Guarantee of the Parent will be released without further action required on the part of the Trustee or any Holder (1) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 5.01 hereof;
(2) in connection with at such time as the Parent ceases to Guarantee any sale or other disposition obligations securing First Priority Claims; PROVIDED, that so long as any Notes remain outstanding, the Guarantee of the Capital Stock Parent shall be reinstated upon the subsequent Guarantee by the Parent of that Subsidiary Guarantor to a Person that is not (either before any obligations securing First Priority Claims, or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
upon (4i) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full in cash of the principal of, premium, if any, and and, accrued and unpaid interest oninterest, on the Notes and all other Obligations hereunder and under the other Indenture Documents that are then due and payable thereunder;
payable, (6ii) upon a satisfaction and discharge of this Indenture pursuant to SECTION 11.01 and (iii) the merger occurrence of a Legal Defeasance or consolidation of any Subsidiary Guarantor with and into the Company Covenant Defeasance pursuant to SECTION 8.02 or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described under Article 9 hereofSECTION 8.03.
(c) Each Holder hereby authorizes In the case of a release of a Guarantee pursuant to paragraph (a) or (b) above, the Company shall deliver to the Trustee an Officer's Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to take such transaction have been complied with in all actions to effectuate material respects. At the request and at the expense of the Company, the Trustee shall execute and deliver any release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trusteeinstrument evidencing such release.
Appears in 1 contract
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Each Subsidiary Guarantor agrees and its successors each Holder of Notes by accepting a Note agrees, that the provisions of this Section 10.03 are for the benefit of and enforceable by the Holders of Senior Debt of such Subsidiary Guarantor. A Guarantee (iii) inure and any Guarantee provided pursuant to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(bprovisions of Section 4.13 hereof) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will shall be automatically and unconditionally released and dischargedthe Subsidiary Guarantor that granted such Subsidiary Guarantee shall be automatically and unconditionally released from its obligations and liabilities thereunder and hereunder:
(1a) in the event that all or substantially all of the Capital Stock of such Subsidiary Guarantor is sold or otherwise disposed of by the Security Trustee (or any person appointed by the Security Trustee) acting in accordance with the Intercreditor Agreement pursuant to an Enforcement Action, or is sold by the Issuer or a Subsidiary Guarantor at the request of the Security Trustee at a time when the First Priority Liens are capable of being enforced, immediately upon such sale, provided that:
(i) the Trustee, acting on the instructions of the Holders of more than 50% in aggregate principal amount of the Notes then outstanding, has approved the release, or
(ii) the shares of such Subsidiary Guarantor are sold or otherwise disposed of pursuant to any Enforcement Action taken by the Security Trustee and:
(A) such sale is for consideration all or substantially all of which is in the form of cash or cash equivalents;
(B) concurrently with the completion of such sale or disposal, the claims and security interests of the holders of Designated Senior Debt against, and all other pari passu or subordinated Public Debt of, such Subsidiary Guarantor and its Subsidiaries are irrevocably and unconditionally released (and not assumed by the relevant purchaser or any affiliate thereof);
(C) the sale is either made pursuant to a public auction (in which the Holders of the Notes have the right to participate) or is otherwise made for fair market value, taking account of the circumstances giving rise to the sale, as certified by an independent internationally recognized investment bank selected by the Security Trustee;
(D) the sale is made in compliance with all applicable laws (including, without limitation, in the case of equity interest in the Issuer or any other obligor incorporated in the Netherlands, in accordance with book 3, heading 9 of the Dutch Civil Code (boek 3, title 9, Burgerlijk Wetboek)); and
(E) the proceeds of such sale are concurrently with the completion of such sale delivered to the Security Trustee for application in accordance with Section 14.04.
(b) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or, or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if the sale or other disposition does not violate Section 5.01 hereof4.11;
(2c) in connection with any sale or other disposition of all of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition4.11;
(3d) if the Company Issuer designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;the applicable provisions of this Indenture; or
(4e) upon Legal Defeasance defeasance or satisfaction and discharge of the this Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of Section 8.02, Section 8.03 or Section 8.05. In the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations event that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and enters into the Company a Guarantee or a Wholly-Owned any Subsidiary Guarantor (or is released from its obligations under its Guarantee at a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with time when the transaction) that is Notes are listed on the surviving Person in such merger or consolidationLuxembourg Stock Exchange, or upon the liquidation Issuer will, to the extent required by the rules of the Luxembourg Stock Exchange, publish notice of such Subsidiary Guarantor following Guarantee in a daily leading newspaper with general circulation in Luxembourg (expected to be the transfer Luxemburger Wort), send a copy of all or substantially all of its assets such notice to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described under Article 9 hereofLuxembourg Stock Exchange and file supplemental listing particulars.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee.
Appears in 1 contract
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Guarantor that is a Subsidiary shall be automatically and unconditionally released:
(a) upon consummation of any transaction permitted hereunder if (x) resulting in such Guarantor ceasing to constitute a Subsidiary (including because such Subsidiary is designated an “Unrestricted Subsidiary”) or (y) in the case of any Guarantor that would not be required to be a Guarantor because it is, or has become, an Excluded Subsidiary as a result of a transaction following which it has become (or remains) a Subsidiary of the Issuer or a Guarantor, and upon notice to the Trustee (which failure to deliver such notice shall not affect the release without delivery of any instrument or any action by any party); provided that, any release pursuant to preceding clause (y) shall only be effective if:
(A) no Event of Default under Section 5.01(a), (b), (i) or (j) has occurred and is continuing or would result therefrom,
(B) at the time of such release (and after giving effect thereto), all outstanding Indebtedness of such Subsidiary would then be permitted to be made in accordance with the relevant provisions of Section 9.08 (for this purpose, with the Issuer being required to reclassify any such items made in reliance upon the respective Subsidiary being a Guarantor on another basis as would be permitted by such applicable Section) (and all items described above in this clause (B) shall thereafter be deemed recharacterized as provided above in this clause (B)),
(C) such Subsidiary shall not be (or shall be simultaneously released as) a guarantor (if applicable) with respect to any First Lien Notes, Other First Lien Debt, Second Lien Notes, Other Second Lien Debt, Permitted Consolidated Cash Flow Debt, Existing Unsecured Notes, Subordinated Indebtedness, any other Indebtedness secured by a Second Lien or by a Junior Lien or any Permitted Refinancing Indebtedness (and successive Permitted Refinancing Indebtedness) with respect to the Notes will be automatically and unconditionally released and discharged:foregoing; and
(1D) the transaction resulting in connection with any sale such release is a legitimate business transaction and not for a “liability management transaction” as reasonably determined by the Issuer;
(b) [reserved],
(c) [reserved],
(d) if such Guarantor is (or other disposition immediately after being released from its Note Guarantee of the Securities will be) released from its Guarantee of all First Lien Obligations, Second Lien Obligations and Junior Lien Obligations except any such release by or substantially all as a result of payment of such Guarantee and such Guarantor is not a guarantor under any of the assets of that Subsidiary Guarantor (including by way of merger or, consolidation) to a Person that Other Notes and is not otherwise required to Guarantee the Securities under this Indenture in accordance with Section 12.01,
(either before e) if the Issuer exercises the legal defeasance option or covenant defeasance option or effects a satisfaction and discharge of this Indenture, in each case in accordance with Article 11 or Article 4, or
(f) if such Guarantee was originally incurred to permit such Guarantor to incur or guarantee Indebtedness not otherwise permitted pursuant to Section 9.08 or Section 9.10 and the Indebtedness so incurred or guaranteed (and any permitted refinancing Indebtedness thereof) has been repaid or discharged (provided that, after giving effect to such transaction) release, such Guarantor does not have any outstanding Indebtedness or guarantee that would violate Section 9.08 or Section 9.10 if such outstanding Indebtedness or guarantee would have been incurred following the Company release of such Note Guarantee and such Guarantor is not a guarantor under any First Lien Obligation or Second Lien Obligation (other than the Securities)). Upon any occurrence giving rise to a Restricted Subsidiary release of a Guarantee as specified above, the Trustee, upon receipt of an Officers’ Certificate from the Issuer and an Opinion of Counsel each stating that all conditions precedent to such release have been satisfied, shall execute any documents reasonably required by the Issuer in order to evidence or effect such release, discharge and termination in respect of such Guarantee. None of the CompanyIssuer, if the sale any Guarantor or other disposition does not violate Section 5.01 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described under Article 9 hereof.
(c) Each Holder hereby authorizes the Trustee will be required to take all actions make a notation on the Securities to effectuate reflect any release in accordance with the provisions of this Section 11.08Guarantee or any such release, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trusteetermination or discharge.
Appears in 1 contract
Samples: Indenture (Qwest Corp)
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is Each Guarantee by a continuing guarantee and Guarantor shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and dischargeddischarged upon:
(1a) in connection with any sale sale, transfer or other disposition (by merger, consolidation, amalgamation, dividend, distribution or otherwise) of (i) the Capital Stock of such Guarantor (including any sale, transfer, dividend, distribution or other disposition), after which the applicable Guarantor is no longer a Restricted Subsidiary or otherwise becomes an Excluded Subsidiary, or (ii) all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger orsuch Guarantor, consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the Companyin each case, if the sale such sale, transfer or other disposition does is not violate Section 5.01 hereofprohibited by the applicable provisions of this Indenture;
(2i) the release or discharge of the guarantee or direct obligation by such Guarantor of the Senior Credit Agreement or, if applicable, the guarantee which resulted in the creation of such Guarantee or (ii) in connection with any sale or other disposition case of a Guarantee required to be provided pursuant to clause (ii) of the Capital Stock of that Subsidiary Guarantor to first paragraph under Section 4.15 upon a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary reduction in aggregate principal amount of the Companycapital markets debt securities being guaranteed by such Guarantor that resulted in such Guarantor providing such Guarantee to the greater of (i) $30,000,000 and (ii) 0.10 multiplied by Pro Forma Consolidated EBITDA for the Applicable Measurement Period, if or less, except, in the sale case of clause (i), a discharge or other disposition does not violate Section 4.10 release by or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of payment under such sale guarantee or other dispositiondirect obligation after the occurrence of a payment event of default or acceleration thereunder (it being understood that a release subject to a contingent reinstatement is still a release and that if any such guarantee or direct obligation is reinstated then such Guarantee shall also be reinstated to the extent required by the covenant described under Section 4.15);
(3c) if the Company designates designation of any Restricted Subsidiary that is a Subsidiary Guarantor to be as an Unrestricted Subsidiary or notification to the Trustee by an Officer’s Certificate that a Restricted Subsidiary that is a Guarantor shall have become an Excluded Subsidiary, in accordance either case, in compliance with Section 4.18 hereof;
(4) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 applicable provisions of this Indenture;
(5d) upon payment the Issuers exercising the legal defeasance option or covenant defeasance option in full accordance with Article 8 or the Issuers’ obligations under this Indenture being discharged in accordance with the terms of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunderthis Indenture;
(6e) upon the merger merger, consolidation, amalgamation or consolidation winding-up of any Subsidiary Guarantor with and into the Company Company, the Co-Issuer or a Wholly-Owned Subsidiary another Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger merger, consolidation, amalgamation or consolidationwinding-up, or upon the liquidation or dissolution of such Subsidiary a Guarantor following the transfer of all of its assets to the Company, the Co-Issuer or substantially another Guarantor;
(f) the merger, consolidation, amalgamation or winding-up of any Guarantor with and into a Restricted Subsidiary in a transaction permitted by this Indenture where such Restricted Subsidiary is the surviving Person and such Restricted Subsidiary is a Foreign Subsidiary or is an Excluded Subsidiary, or upon the liquidation or dissolution of a Guarantor following the transfer of all of its assets to the Company or such a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); orSubsidiary;
(7g) as described under Article 9 hereof.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions of the Equal Priority Intercreditor Agreement or any other Customary Intercreditor Agreement of the type described in clause (a) of the definition thereof; or
(h) such Guarantor ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest in favor of the Equal Priority Obligations or other exercise of remedies in respect thereof, subject to, in each case, the application of proceeds of such foreclosure or exercise of remedies in the manner described under Article 11. At the request of an Issuer, and upon delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions provided for in this Indenture to the release of such Guarantor have been complied with, the Trustee shall execute and deliver instruments acknowledging, without recourse, representation or warranty, the release of such Guarantor from its Guarantee (it being understood that the failure to obtain any such instrument shall not impair any automatic release pursuant to this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee10.07).
Appears in 1 contract
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is Any Guarantee by a continuing guarantee and Guarantor shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and discharged, and no further action by such Guarantor, the Company or the Trustee, Collateral Agent is required for the release of such Guarantor’s Guarantee, upon:
(1i) in connection with any sale sale, exchange, transfer or other disposition (by merger, consolidation, amalgamation, dividend, distribution or otherwise) of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger orsuch Guarantor, consolidation) to a Person that in each case, if such sale, exchange, transfer or other disposition is not prohibited by the applicable provisions of this Indenture and, (either before or after giving effect to such transactiona) in the case the transferee Person is not the Company or a Restricted Subsidiary of Subsidiary, such sale, exchange, transfer or other disposition is in compliance with Section 3.10 or (b) unless such sale, exchange, transfer or other disposition is with or to the Company, if the sale surviving or other disposition does not violate Section 5.01 hereof;
(2) in connection with any sale or other disposition of the Capital Stock of that Subsidiary Guarantor to a transferee Person that is not (either before or after giving effect to expressly assumes such transaction) the Company or a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition;
(3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary Guarantor’s obligations in accordance with Section 4.18 hereof10.04;
(4ii) upon Legal Defeasance the merger, consolidation or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation amalgamation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidationCompany, or upon the liquidation of such Subsidiary a Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction)Company; or
(7iii) as described under Article 9 hereof.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate merger, consolidation or amalgamation of any release Guarantor with and into a Subsidiary of the Company where such Subsidiary is the surviving Person , if such merger, consolidation or amalgamation is not prohibited by the applicable provisions of this Indenture and such Subsidiary expressly assumes such Guarantor’s obligations in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by 10.04; and
(B) the Company and such Guarantor delivering to the TrusteeTrustee and Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Indenture relating to such transaction and release have been complied with.]
Appears in 1 contract
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will be shall automatically and unconditionally released and discharged(without any further action on the part of any Person) be released:
(1) in connection with any sale or other disposition transfer of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger ormerger, consolidationconsolidation or amalgamation) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if the sale or other disposition does not violate Section 5.01 hereofany applicable provisions of this Indenture;
(2) in connection with any sale or other disposition transfer of a majority of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if (x) such Guarantor would no longer constitute a “Subsidiary” under this Indenture and (y) the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary any applicable provisions of the Company as a result of such sale or other dispositionthis Indenture;
(3) if substantially concurrently with the Company designates any Restricted substitution of Vessels of another Subsidiary for all of the Mortgaged Vessels of that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof11.09;
(4) in the case of a Subsidiary that has voluntarily issued a Guarantee, upon notice to the Trustee by the Issuer of the designation of such Guarantor as a non-Guarantor Subsidiary if all transactions entered into by such Subsidiary while a Guarantor would be permitted under this Indenture at the time its Guarantee is released (and for such purpose all such transactions shall be deemed to have been entered into at the time of such release);
(5) upon Legal Defeasance or Covenant Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 Notes pursuant to Section 8.01, Section 8.03 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;Section 8.04; and
(6) upon the merger or consolidation of any Subsidiary Guarantor in accordance with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets an enforcement action pursuant to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with provisions of the transaction); or
(7) as described under Article 9 hereofIntercreditor Agreement and any Additional Intercreditor Agreement.
(cb) Each Holder hereby authorizes Upon receipt by the Trustee and the Security Agent of an Officer’s Certificate and an Opinion of Counsel each stating that all conditions precedent provided in this Indenture, the Intercreditor Agreement and the Security Documents relating to the release of the Guarantee have been complied with, the Trustee and the Security Agent shall take all actions actions, reasonably requested by such Guarantor, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, that may be necessary to effectuate evidence any release of a Guarantee in accordance with the provisions of this Section 11.08these provisions, subject to customary and reasonably satisfactory protections and indemnifications provided indemnifications. Each of the releases set forth in Section 4.16(a) above shall be effected without the consent of the Holders of the Notes or any other action or consent on the part of the Trustee or the Security Agent. For the avoidance of doubt, the foregoing provisions shall not permit the Security Agent to release or grant any waivers or otherwise take any action with respect to any guarantee given by the Company Issuer or any Guarantor to any Secured Party other than the TrusteeTrustee and the Holders (and any such release, waiver or action shall be governed by the relevant Debt Documents applicable to such Secured Parties, the Intercreditor Agreement and any Additional Intercreditor Agreement).
Appears in 1 contract
Samples: Indenture (Global Ship Lease, Inc.)
Release of Guarantees. The Loan Guarantee of a Guarantor (a) Subject other than ParentUDW, except with respect to paragraphs clauses (bd) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and g) below) shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and dischargedreleased:
(1a) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger ormerger, consolidationconsolidation or amalgamation) to a Person that is not (either immediately before or after giving effect to such transaction) the Company Parent or a Restricted Subsidiary of the CompanySubsidiary, if the sale or other disposition does not violate Section 5.01 hereof7.22 and Section 7.14, as applicable, and complies with the Loan Documents;
(2b) in connection with any sale or other disposition of the Capital Stock of that Subsidiary such Guarantor to a Person that following which such Guarantor is not (either before or after giving effect to such transaction) the Company or no longer a Restricted Subsidiary of the CompanySubsidiary, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof 7.22 and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of Section 7.14, as applicable, and complies with the Company as a result of such sale or other dispositionLoan Documents;
(3c) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor to be is properly designed as an Unrestricted Subsidiary in accordance with Section 4.18 hereof7.19 and the definition of "Unrestricted Subsidiary";
(4d) upon Legal Defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 and 12 Loan Document Obligations in accordance with the terms of this IndentureAgreement;
(5e) in the case of any Guarantor that is not a Borrower Subsidiary Guarantor, upon the contemporaneous release or discharge of all guarantees and pledges by such Guarantor that would have required such Guarantor to become a Guarantor hereunder pursuant to the definition of "Collateral and Guarantee Requirement" and Section 7.07 or release by or as a result of payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunderby such Guarantor under such guarantee or pledge;
(6f) unless an Event of Default has occurred and is continuing, upon the merger dissolution or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary the Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently in compliance with the transaction)Section 7.14; or
(7g) as described under Article 9 hereofin the case of ParentUDW and any Subsidiary of ParentUDW that is not a Subsidiary of the Borrower, upon the consummation of a Qualified MLP IPO.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee.
Appears in 1 contract
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Each Subsidiary Guarantor agrees and its successors each holder of Notes by accepting a Note agrees, that the provisions of this Section 10.03 are for the benefit of and enforceable by the holders of Senior Debt of such Subsidiary Guarantor. A Guarantee (iii) inure and any Guarantee provided pursuant to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(bprovisions of Section 4.13 hereof) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will shall be automatically and unconditionally released and dischargedthe Subsidiary Guarantor that granted such Subsidiary Guarantee shall be automatically and unconditionally released from its obligations and liabilities thereunder and hereunder:
(1a) in the event that all or substantially all of the Capital Stock of such Subsidiary Guarantor is sold or otherwise disposed of by the Security Trustee (or any person appointed by the Security Trustee) acting in accordance with the Intercreditor Agreement pursuant to an Enforcement Action, or is sold by the Issuer or a Subsidiary Guarantor at the request of the Security Trustee at a time when the First Priority Liens are capable of being enforced, immediately upon such sale, provided that:
(i) the Trustee, acting on the instructions of the holders of more than 50% in aggregate principal amount of the Notes then outstanding, has approved the release, or
(ii) the shares of such Subsidiary Guarantor are sold or otherwise disposed of pursuant to any Enforcement Action taken by the Security Trustee and:
(A) such sale is for consideration all or substantially all of which is in the form of cash or cash equivalents;
(B) concurrently with the completion of such sale or disposal, the claims and security interests of the lenders and other finance parties under the New Senior Credit Facilities against, and all other pari passu or subordinated Public Debt of, such Subsidiary Guarantor and its Subsidiaries are irrevocably and unconditionally released (and not assumed by the relevant purchaser or any affiliate thereof);
(C) the sale is either made pursuant to a public auction (in which the holders of the Notes have the right to participate) or is otherwise made for fair market value, taking account of the circumstances giving rise to the sale, as certified by an independent internationally recognized investment bank selected by the Security Trustee;
(D) the sale is made in compliance with all applicable laws (including, without limitation, in the case of equity interest in the Issuer or any other obligor incorporated in the Netherlands, in accordance with book 3, heading 9 of the Dutch Civil Code (boek 3, title 9, Burgerlijk Wetboek)); and
(E) the proceeds of such sale are concurrently with the completion of such sale delivered to the Security Trustee for application in accordance with the provisions described under Section 14.04.
(b) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or, or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if the sale or other disposition does not violate Section 5.01 hereof4.11;
(2c) in connection with any sale or other disposition of all of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other disposition4.11;
(3d) if the Company Issuer designates any Restricted Subsidiary that is a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 4.18 hereof;the applicable provisions of the Indenture; or
(4e) upon Legal Defeasance legal defeasance or satisfaction and discharge of the Indenture as provided by Articles 8 in Section 8.02 and 12 of this Indenture;
(5) upon payment in full of Section 8.05, respectively. In the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations event that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and enters into the Company a Guarantee or a Wholly-Owned any Subsidiary Guarantor (or is released from its obligations under its Guarantee at a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with time when the transaction) that is Notes are listed on the surviving Person in such merger or consolidationLuxembourg Stock Exchange, or upon the liquidation Issuer will, to the extent required by the rules of the Luxembourg Stock Exchange, publish notice of such Subsidiary Guarantor following Guarantee in a daily leading newspaper with general circulation in Luxembourg (expected to be the transfer Luxemburger Wort), send a copy of all or substantially all of its assets such notice to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described under Article 9 hereofLuxembourg Stock Exchange and file supplemental listing particulars.
(c) Each Holder hereby authorizes the Trustee to take all actions to effectuate any release in accordance with the provisions of this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee.
Appears in 1 contract
Release of Guarantees. (a) Subject to paragraphs (b) and (c), each Note Guarantee, once it becomes due, is a continuing guarantee and shall (i) remain in full force and effect until payment in full of all the Guaranteed Obligations, (ii) be binding upon each Subsidiary Guarantor and its successors and (iii) inure to the benefit of, and be enforceable by, the Trustee, the Holders and their successors, transferees and assigns.
(b) The Note Guarantee of a Subsidiary Guarantor with respect to the Notes will be automatically and unconditionally released and dischargedreleased:
(1i) in connection with any sale sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger ormerger, consolidation) consolidation or otherwise), in one or more related transactions, to a Person that is not (either before or after giving effect to such transaction) the Company Issuer or a Restricted Subsidiary of the CompanyIssuer, if the sale or other disposition does not violate Section 5.01 hereof6.14;
(2ii) in connection with any sale or other disposition of the Capital Stock of that Subsidiary a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary of the CompanyIssuer after which such Guarantor is no longer a Subsidiary of the Issuer, if the sale or other disposition does not violate Section 4.10 or 5.01 hereof and such Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Company as a result of such sale or other dispositionCapital Stock of that Guarantor complies with Section 6.14;
(3iii) if the Company Issuer properly designates any Restricted Subsidiary that is a Subsidiary Guarantor to be as an Unrestricted Subsidiary in accordance with Section 4.18 hereofunder this Indenture;
(4iv) upon payment in full in cash of the principal of, accrued and unpaid interest and premium (if any) on, the Notes; or
(v) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the this Indenture as provided by Articles 8 and 12 of this Indenture;
(5) upon payment in full of the principal of, premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations that are then due and payable thereunder;
(6) upon the merger or consolidation of any Subsidiary Guarantor with and into the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction) that is the surviving Person in such merger or consolidation, or upon the liquidation of such Subsidiary Guarantor following the transfer of all or substantially all of its assets to the Company or a Wholly-Owned Subsidiary Guarantor (or a Wholly-Owned Restricted Subsidiary that becomes a Subsidiary Guarantor concurrently with the transaction); or
(7) as described above under Article 9 hereof8.
(cb) Each Holder hereby authorizes the The Trustee to take all actions to effectuate any shall promptly execute and deliver a release in accordance the form attached hereto as Schedule “B” to Appendix B together with all instruments and other documents reasonably requested by the provisions Issuer or the applicable Restricted Subsidiary to evidence the release and termination of any Guarantee upon receipt of a request by the Issuer accompanied by an Officers’ Certificate certifying as to compliance with this Section 11.08, subject to customary and reasonably satisfactory protections and indemnifications provided by the Company to the Trustee13.2.
Appears in 1 contract
