Common use of Release upon Satisfaction or Defeasance of all Outstanding Obligations Clause in Contracts

Release upon Satisfaction or Defeasance of all Outstanding Obligations. The Liens on all Collateral that secures the Obligations under this Indenture, the Notes and the Note Guarantees will be terminated and released: (1) if the Issuers exercise Legal Defeasance or Covenant Defeasance as set forth under Article 8; (2) upon satisfaction and discharge of this Indenture as set forth under Article 10; (3) upon payment in full in immediately available funds of the principal of, premium, if any, and accrued and unpaid interest on the Notes and all other Obligations under this Indenture (excluding contingent indemnity obligations) and the Collateral Agreements that are then due and payable; or (4) as described under Article 9. Upon receipt of an Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.

Release upon Satisfaction or Defeasance of all Outstanding Obligations. The Liens on all Collateral that secures the Obligations under this Indenture, the Notes and the Note Guarantees will be terminated and released: (1) if the Issuers exercise Legal Defeasance or Covenant Defeasance as set forth under Article 8; (2) upon satisfaction and discharge of this Indenture as set forth under Article 10; (3) upon payment in full in immediately available funds of the principal of, premium, if any, and accrued and unpaid interest on the Notes and all other Obligations under this Indenture (excluding contingent indemnity obligations) and the Collateral Agreements that are then due and payable; or (4) as described under Article 9. Upon receipt of an Officers’ Certificate and Opinion of Counsel and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.

Release upon Satisfaction or Defeasance of all Outstanding Obligations. (a) The Liens on all Collateral that secures the Obligations under this Indenture, secure the Notes and the Note Notes Guarantees will shall be automatically terminated and releasedreleased without the need for further action by any Person: (1i) if the Issuers Company exercise Legal Defeasance or Covenant Defeasance as set forth described under Article 89; (2ii) upon satisfaction and discharge of this Indenture as set forth described under Article 10;Section 4.01; or (3iii) upon payment in full in immediately available funds of the principal of, premium, if any, and accrued and unpaid interest on the Notes and all other Obligations under this Indenture (excluding contingent indemnity obligations) and the Collateral Agreements Documents that are then due and payable; orpayable (other than contingent indemnification obligations for which no claim has been asserted). (4b) as described under Article 9. Upon receipt of an Officers’ Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Collateral Documents have been satisfied and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release from the Liens created by the Collateral Documents of any Collateral permitted to be released pursuant to this Indenture or and the Collateral Agreements, including the Intercreditor AgreementDocuments.

Release upon Satisfaction or Defeasance of all Outstanding Obligations. (a) The Liens on all Collateral that secures the Obligations under this Indenture, secure the Notes and the Note Guarantees will be automatically terminated and releasedreleased without the need for further action by any Person: (1) if the Issuers exercise Company exercises Legal Defeasance or Covenant Defeasance as set forth described under Article 8Section 8.01; (2) upon satisfaction and discharge of this Indenture as set forth described under Article 10;12; or (3) upon payment in full in immediately available funds of the principal of, premium, if any, and accrued and unpaid interest (including Special Interest, if any) on the Notes and all other Obligations under this Indenture (excluding contingent indemnity obligations) and the Collateral Agreements Documents that are then due and payable; orpayable (other than contingent indemnification obligations for which no claim has been asserted). (4b) as described under Article 9. Upon receipt the request of the Company pursuant to an Officers’ Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Collateral Documents and Intercreditor Agreement have been met, any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer Company or the GuarantorsGuarantors (if any), as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the GuarantorsGuarantors (if any), shall execute, deliver or acknowledge such instruments or releases to evidence the release from the Liens created by the Collateral Documents of any Collateral permitted to be released pursuant to this Indenture Indenture, the Intercreditor Agreement or the Collateral Agreements, including the Intercreditor AgreementDocuments.

Release upon Satisfaction or Defeasance of all Outstanding Obligations. (a) The Liens on all Collateral that secures the Obligations under this Indenture, secure the Notes and the Note Notes Guarantees will shall be automatically terminated and releasedreleased without the need for further action by any Person: (1i) if the Issuers Company exercise Legal Defeasance or Covenant Defeasance as set forth described under Article 89; (2ii) upon satisfaction and discharge of this Indenture as set forth described under Article 10;Section 4.01; or (3iii) upon payment in full in immediately available funds of the principal of, premium, if any, and accrued and unpaid interest on the Notes and all other Obligations under this Indenture (excluding contingent indemnity obligations) and the Collateral Agreements Documents that are then due and payable; orpayable (other than contingent indemnification obligations for which no claim has been asserted). (4b) as described under Article 9. Upon receipt of an Officers’ Officer’s Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Collateral Documents have been satisfied and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release from the Liens created by the Collateral Documents of any Collateral permitted to be released pursuant to this Indenture or and the Collateral Agreements, including the Intercreditor AgreementDocuments.

Release upon Satisfaction or Defeasance of all Outstanding Obligations. (a) The Liens on all Collateral that secures the Obligations under this Indenture, secure the Notes and the Note Guarantees will be terminated and released: (1) if the Issuers exercise Company exercises Legal Defeasance or Covenant Defeasance as set forth described under Article 8Section 8.01 hereof; (2) upon satisfaction and discharge of this Indenture as set forth described under Article 10;12 hereof; or (3) upon payment in full in immediately available funds of the principal of, premium, if any, and accrued and unpaid interest (including Special Interest, if any) on the Notes and all other Obligations under this Indenture (excluding contingent indemnity obligations) and the Collateral Agreements Documents that are then due and payable; or. (4b) as described under Article 9. Upon receipt the request of the Company pursuant to an Officers’ Certificate and Opinion of Counsel stating that all conditions precedent hereunder and under the Collateral Documents and Intercreditor Agreement have been met, any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture Indenture, the Intercreditor Agreement or the Collateral Agreements, including the Intercreditor AgreementDocuments.

Release upon Satisfaction or Defeasance of all Outstanding Obligations. (a) The Liens on all Collateral that secures the Obligations under this Indenture, secure the Notes and the Note Guarantees will be terminated and released: (1) if the Issuers exercise Issuer exercises Legal Defeasance or Covenant Defeasance as set forth described under Article 8Section 8.01; (2) upon satisfaction and discharge of this Indenture as set forth described under Article 10;12; or (3) upon payment in full in immediately available funds of the principal of, premium, if any, and accrued and unpaid interest on the Notes and all other Obligations under this Indenture (excluding contingent indemnity obligations) and the Collateral Agreements Documents that are then due and payable; or. (4b) as described under Article 9. Upon receipt the written request of the Issuer pursuant to an Officers’ Certificate and Opinion of Counsel stating that all conditions precedent hereunder and under the Collateral Documents, the Intercreditor Agreement and the TIA, as applicable, have been met, and upon receipt of any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Issuer or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture Indenture, the Intercreditor Agreement or the Collateral Agreements, including the Intercreditor AgreementDocuments.

Release upon Satisfaction or Defeasance of all Outstanding Obligations. (a) The Liens on all Collateral that secures the Obligations under this Indenture, secure the Notes and the Note Guarantees will be automatically terminated and releasedreleased without the need for further action by any Person: (1) if the Issuers exercise Company exercises Legal Defeasance or Covenant Defeasance as set forth described under Article 8Section 8.01; (2) upon satisfaction and discharge of this Indenture as set forth described under Article 10;XII; or (3) upon payment in full in immediately available funds of the principal of, premium, if any, special distribution, if any, and accrued and unpaid interest on the Notes and all other Obligations under this Indenture (excluding contingent indemnity obligations) and the Collateral Agreements Documents that are then due and payable; or. (4b) as described under Article 9. Upon receipt the written request of the Company pursuant to an Officers’ Officer’s Certificate and Opinion of Counsel stating that all conditions precedent hereunder and any necessary or proper under the Collateral Documents and the Intercreditor Agreement have been met, and that the release is permitted by this Indenture, the Collateral Documents and the Intercreditor Agreement, and upon receipt of such instruments of termination, satisfaction or release prepared by the Issuer Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor AgreementCollateral.

Release upon Satisfaction or Defeasance of all Outstanding Obligations. (a) The Liens on all Collateral that secures the Obligations under this Indenture, secure the Notes and the Note Guarantees will be terminated and released: (1) if the Issuers exercise Company exercises Legal Defeasance or Covenant Defeasance as set forth under Article 8described in Sections 8.02 or 8.03 hereof; (2) upon satisfaction and discharge of this Indenture as set forth described under Article 10;12 hereof; or (3) upon payment in full in immediately available funds of the principal of, premium, if any, and accrued and unpaid interest (including Additional Interest, if any) on the Notes and all other Obligations under this Indenture (excluding contingent indemnity obligations) and the Collateral Agreements that are then due and payable; or. (4b) as described under Article 9. Upon receipt the request of the Company pursuant to an Officers’ Officer’s Certificate and Opinion of Counsel stating that all conditions precedent hereunder and under the Collateral Agreements have been met, any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.

Release upon Satisfaction or Defeasance of all Outstanding Obligations. The Liens on on, and pledges of, all Collateral that secures the Obligations under this Indenture, the Notes and the Note Guarantees will also be automatically terminated and released: released upon any one or more of the following circumstances: (1i) if the Issuers exercise Legal Defeasance or Covenant Defeasance as set forth under Article 8; (2) upon satisfaction and discharge of this Indenture as set forth under Article 10; (3) upon payment in full in immediately available funds of the principal of, premium, if any, on, and accrued and unpaid interest on the Notes Securities and all other Obligations Securities Debt hereunder and under the other Securities Documents that are due and payable at or prior to the time, (ii) a satisfaction and discharge of this Indenture as described above under Article 9 hereof, (iii) the occurrence of a covenant defeasance as described above under Article 8 hereof or (iv) the consent of Holders of at least 66-2/3% in aggregate principal amount of the Securities then outstanding; provided that, in the case of any release in whole pursuant to clauses (i) through (iv) above, all amounts owing to the Trustee and the Collateral Agent under this Indenture (excluding contingent indemnity obligations) and the other Securities Documents shall have been paid. Upon the request of the Company pursuant to an Officer’s Certificate and the Collateral Agreements that are then due and payable; or (4) as described under Article 9. Upon Agent’s receipt of (x) an Officers’ Certificate and Opinion of Counsel Counsel, in each case, stating that all conditions precedent and covenants hereunder and under the other Securities Documents have been met for any release pursuant to this Section 13.05 and meeting the other requirements of Section 14.02 and Section 14.03 hereof and (y) any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer or the Guarantors, as the case may beCompany, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Liens on any Collateral permitted to be released pursuant to this Indenture or the applicable Collateral Agreements, including the Intercreditor AgreementDocuments.

Release upon Satisfaction or Defeasance of all Outstanding Obligations. (a) The Liens on all Collateral that secures the Obligations under this Indenture, secure the Notes and the Note Guarantees will shall be automatically terminated and releasedreleased without the need for further action by any Person: (1i) if the Issuers exercise Legal Defeasance or Covenant Defeasance as set forth described under Article 89; (2ii) upon satisfaction and discharge of this Indenture as set forth described under Article 10;Section 4.01; or (3iii) upon payment in full in immediately available funds of the principal of, premium, if any, and accrued and unpaid interest and Additional Interest, if any, on the Notes and all other Obligations under this Indenture (excluding contingent indemnity obligations) and the Collateral Agreements Documents that are then due and payable; orpayable (other than contingent indemnification obligations for which no claim has been asserted). (4b) as described under Article 9. Upon receipt the request of the Issuers pursuant to an Officers’ Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Collateral Documents and Intercreditor Agreement have been met, any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer Issuers or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release from the Liens created by the Collateral Documents of any Collateral permitted to be released pursuant to this Indenture Indenture, the Intercreditor Agreement or the Collateral AgreementsDocuments, including any such release to be made without any recourse, representation or warranty of the Intercreditor AgreementCollateral Agent and to be in a form reasonably acceptable to the Collateral Agent.

Release upon Satisfaction or Defeasance of all Outstanding Obligations. (a) The Liens on all Collateral that secures the Obligations under this Indenture, secure the Notes and the Note Guarantees will shall be automatically terminated and releasedreleased without the need for further action by any Person: (1i) if the Issuers exercise Company exercises Legal Defeasance or Covenant Defeasance as set forth described under Article 89; (2ii) upon satisfaction and discharge of this Indenture as set forth described under Article 10;Section 4.01; or (3iii) upon payment in full in immediately available funds of the principal of, premium, if any, and accrued and unpaid interest and Additional Interest, if any, on the Notes and all other Obligations under this Indenture (excluding contingent indemnity obligations) and the Collateral Agreements Documents that are then due and payable; orpayable (other than contingent indemnification obligations for which no claim has been asserted). (4b) as described under Article 9. Upon receipt the request of the Company pursuant to an Officers’ Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Collateral Documents and Intercreditor Agreement have been met, any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer Company or the Guarantors, as the case may be, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers Company or the Guarantors, shall execute, deliver or acknowledge such instruments or releases to evidence the release from the Liens created by the Collateral Documents of any Collateral permitted to be released pursuant to this Indenture Indenture, the Intercreditor Agreement or the Collateral AgreementsDocuments, including any such release to be made without any recourse, representation or warranty of the Intercreditor AgreementCollateral Agent and to be in a form reasonably acceptable to the Collateral Agent.

Release upon Satisfaction or Defeasance of all Outstanding Obligations. (a) The Liens on all Collateral that secures the Obligations under this Indenture, secure the Notes and the Note Guarantees will shall be automatically terminated and releasedreleased without the need for further action by any Person: (1i) if the Issuers Company exercise Legal Defeasance or Covenant Defeasance as set forth described under Article 89; (2ii) upon satisfaction and discharge of this Indenture as set forth described under Article 10;Section 4.01; or (3iii) upon payment in full in immediately available funds of the principal of, premium, if any, and accrued and unpaid interest on the Notes and all other Obligations under this Indenture (excluding contingent indemnity obligations) and the Collateral Agreements Documents that are then due and payable; orpayable (other than contingent indemnification obligations for which no claim has been asserted). (4b) as described under Article 9. Upon receipt of an Officers’ Officer’s Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Collateral Documents have been satisfied and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer or the Guarantors, as the case may beCompany, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the GuarantorsCompany, shall execute, deliver or acknowledge such instruments or releases to evidence the release from the Liens created by the Collateral Documents of any Collateral permitted to be released pursuant to this Indenture or and the Collateral Agreements, including the Intercreditor Agreement.Documents. AMERICAS 110782874 63

Release upon Satisfaction or Defeasance of all Outstanding Obligations. The Liens on all the Collateral that secures secure the Indenture Obligations under this Indenturewill automatically, without the Notes and the Note Guarantees will need for any further action by any Person, be released, terminated and releaseddischarged in whole: (1) if the Issuers exercise upon Legal Defeasance or Covenant Defeasance as set forth under Article 8; (2) upon pursuant to Section 8.01 or satisfaction and discharge of this Indenture as set forth under Article 10pursuant to Section 8.02; (2) with the consent of the Holders of the requisite percentage of Notes in accordance with the provisions of Section 9.01; or (3) upon payment in full in immediately available funds of the principal ofof and accrued and unpaid interest, including premium, if any, and accrued and unpaid interest on the Notes and all other Notes. Prior to any release of any Liens on the Collateral that secures the Indenture Obligations under this Indenture (excluding contingent indemnity obligations) and Section 12.05, the Collateral Agreements that are then due and payable; or (4) as described under Article 9. Upon receipt of Company shall deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to such release of Liens have been complied with. Upon receipt of such Officers’ Certificate and any necessary or proper instruments of termination, satisfaction or release prepared by the Issuer or the Guarantors, as the case may beCompany, the Collateral Agent, without the consent of any Holder or the Trustee and at the expense of the Issuers or the Guarantors, Agent shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Collateral permitted to be released pursuant to this Indenture or the Collateral Agreements, including the Intercreditor Agreement.