Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee an Officers’ Certificate and, solely with respect to (iii) below, an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) stating that (i) payment in full of the principal of, together with premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations with respect to the Notes under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with premium, if any, and accrued and unpaid interest (including additional interest, if any), are paid, (ii) all the Obligations under this Indenture, the Notes and the Security Documents have been satisfied and discharged by complying with the provisions of Article X or (iii) the Company shall have exercised its legal defeasance option or its covenant defeasance option, in each case in compliance with the provisions of Article VIII, the Trustee shall deliver to the Company and the Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Notes Collateral (other than with respect to funds held by the Trustee pursuant to Article VIII), and any rights it has under the Security Documents, and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall, without further action by any party, automatically be deemed not to hold a Lien in the Notes Collateral on behalf of the Trustee and shall do or cause to be done all acts reasonably requested by the Company or any Guarantor to release such Lien as soon as is reasonably practicable.
Appears in 1 contract
Samples: Indenture (Palomar Holdings, Inc.)
Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee an Officers’ Officer’s Certificate and, solely with respect to (iii) below, an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) stating certifying that (i) payment in full of the principal of, together with premium, if any, and accrued and unpaid interest (including additional interest, if any) on, the Notes and all other Obligations with respect to the Notes under this Indenture Indenture, the Guarantees and the Security Documents that are due and payable at or prior to the time such principal, together with premium, if any, and accrued and unpaid interest (including additional interest, if any), are paid, paid or (ii) all the Obligations under this Indenture, the Notes and the Security Documents have been satisfied and discharged by complying with the provisions of Article X or (iii) the Company shall have exercised its legal defeasance option or its covenant defeasance option, in each case in compliance with the provisions of Article VIII8, the Trustee shall deliver to the Company and the Notes Collateral Agent Trustee a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Notes Collateral (other than with respect to funds held by the Trustee pursuant to Article VIII)8), and any rights it has under the Security Documents, and upon receipt by the Notes Collateral Agent Trustee of such noticenotice and otherwise pursuant to in accordance with Section 4.4(a) of the Collateral Trust Agreement, the Notes Collateral Agent shall, without further action by any party, automatically Trustee shall not be deemed not to hold a Lien in the Collateral securing the Notes outstanding under the Indenture or any other Obligations under the Indenture, and the right of the Holders of the Notes and such Obligations to the benefits and proceeds of the Notes Collateral Trustee’s Lien on behalf the Collateral will terminate and be discharged in accordance with Section 4.4(a) of the Trustee and shall do or cause to be done all acts reasonably requested by the Company or any Guarantor to release such Lien as soon as is reasonably practicableCollateral Trust Agreement.
Appears in 1 contract
Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee an Officers’ Officer’s Certificate and, solely with respect to (iii) below, an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) stating certifying that (i) payment in full of the principal of, together with premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations with respect to the Notes under this Indenture Indenture, the Notes, the Guarantees and the Security Documents that are due and payable at or prior to the time such principal, together with premium, if any, and accrued and unpaid interest (including additional interest, if any), are paid, paid or (ii) all the Obligations under this Indenture, the Notes and the Security Documents have been satisfied and discharged by complying with the provisions of Article X or (iii) the Company shall have exercised its legal defeasance Legal Defeasance option or its covenant defeasance their Covenant Defeasance option, in each case in compliance with the provisions of Article VIII, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the Trustee have been satisfied, the Trustee shall deliver to the Company and the Collateral Agent a notice notice, in form reasonably satisfactory to the Collateral Agent, stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Notes Collateral (other than with respect to funds held by the Trustee pursuant to Article VIII), and any rights it has under the Security Documents, and upon receipt by the Collateral Agent of such noticenotice that complies with the requirements of Section 6.12(a) of the Collateral Agency Agreement , the Collateral Agent shall, without further action by any party, automatically shall be deemed not to hold a Lien in the Notes Collateral on behalf of the Trustee and shall do or cause to be done (at the expense of the Company) all acts reasonably requested by the Company or any Guarantor to release and discharge such Lien as soon as is reasonably practicable.
Appears in 1 contract
Samples: Indenture (FS Energy & Power Fund)
Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee an Officers’ Certificate and, solely with respect to (iii) below, an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) stating certifying that (i) payment in full of the principal of, together with premium, if any, and accrued and unpaid interest on, the Notes and all other First Priority Notes Obligations with respect to the Notes under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with premium, if any, and accrued and unpaid interest (including additional interest, if any), are paid, paid or (ii) all the Obligations under this Indenture, the Notes and the Security Documents have been satisfied and discharged by complying with the provisions of Article X or (iii) the Company shall have exercised its legal defeasance Legal Defeasance option or its covenant defeasance their Covenant Defeasance option, in each case in compliance with the provisions of Article VIIISection 8.2 or 8.3 hereof, as applicable, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the Trustee have been satisfied, the Trustee shall deliver to the Company and the Notes Collateral Agent Agents a notice notice, in form reasonably satisfactory to the Notes Collateral Agents, stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral solely on behalf of the Holders of the Notes Collateral without representation, warranty or recourse (other than with respect to funds held by the Trustee pursuant to Article VIIISection 8.2 or 8.3 hereof, as applicable), and any rights it has under the Security Documents, Collateral Documents solely on behalf of the Holders of the Notes and upon receipt by the Notes Collateral Agent Agents of such notice, the Notes Collateral Agent shall, without further action by any party, automatically Agents shall be deemed not to hold a Lien in the Notes Collateral on behalf of the Trustee and shall execute and deliver all documents and do or cause to be done (at the expense of the Company) all acts reasonably requested by the Company or any Guarantor to release and discharge such Lien as soon as is reasonably practicable.
Appears in 1 contract
Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee Trustee, in form and substance reasonably acceptable to it, an Officers’ ' Certificate and, solely with respect to certifying that either (iii) below, an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) stating that (i) payment in full of the principal of, together with premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations with respect to the Notes under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with premium, if any, and accrued and unpaid interest (including additional interest, if any), are paid, (ii1) all the Obligations obligations under this Indenture, the Notes Securities and the Security Documents have been satisfied and discharged by complying with the provisions of Article X 8 and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant to Section 7.07) or by the payment in full of the Company's obligations under the Securities, this Indenture and the Security Documents, and all such obligations have been so satisfied, or (iii2) the Company shall Securities have exercised its legal defeasance option or its covenant defeasance optionbeen defeased pursuant to Article 8, in each either case in compliance with the provisions of Article VIII, the Trustee shall deliver to the Company and the Notes Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Notes Collateral (other than with respect to funds held by the Trustee pursuant to Article VIII)8), and any rights it has under the Security Documents, and upon receipt by the Notes Collateral Agent of such notice, the Notes Collateral Agent shall, without further action by any party, automatically shall be deemed not to hold a Lien in the Notes Collateral on behalf of the Trustee and the Trustee and Notes Collateral Agent shall do or cause to be done all acts reasonably requested release the Collateral (other than funds held by the Trustee pursuant to Article 8) from such Liens at the Company's sole cost and expense and, upon written request by the Company, shall promptly execute and deliver such documents as the Company or any Guarantor shall reasonably request to effectuate the release of such Lien as soon as is reasonably practicableLiens.
Appears in 1 contract
Samples: Indenture (Jacuzzi Brands Inc)
Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee an Officers’ Certificate and, solely with respect to (iii) below, an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) stating certifying that (i) payment in full of the principal of, together with premium, if any, and accrued and unpaid interest on, the Notes Securities and all other Obligations with respect of the Company and the Subsidiary Guarantors to the Notes Noteholder Secured Parties under this Indenture Indenture, the Securities, the Subsidiary Guarantees, the Intercreditor Agreement and the Security Documents that are due and payable at or prior to the time such principal, together with premiumaccrued and unpaid interest, are paid (other than contingent indemnification obligations, if any, and accrued and unpaid interest (including additional interestthat, if any), are paid, (ii) all pursuant to the Obligations under terms of this Indenture, the Notes Indenture and the Security Documents have been satisfied and discharged by complying with Documents, survive the provisions of Article X termination thereof) or (iiiii) the Company shall have exercised its legal defeasance option or its covenant defeasance option, in each case in compliance with the provisions of Article VIII8, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the Trustee have been satisfied, the Trustee shall deliver to the Company and the Noteholder Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Notes Collateral (other than with respect to funds held by the Trustee pursuant to Article VIII)8), and any rights it has under the Security Documents, and upon receipt by the Noteholder Collateral Agent of such notice, the Noteholder Collateral Agent shall, without further action by any party, automatically shall be deemed not to hold a Lien in the Notes Collateral on behalf of the Trustee and shall do or cause to be done all acts reasonably requested by the Company or any Guarantor necessary to release such Lien as soon as is reasonably practicable.
Appears in 1 contract
Samples: Indenture (Us Concrete Inc)
Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee an Officers’ Certificate andTrustee, solely with respect in form and substance reasonably acceptable to (iii) belowit, an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) stating Officer’s Certificate certifying that (i) payment in full of the principal of, together with premium, if any, and accrued and unpaid interest (including Additional Interest, if any) on, all of the Notes and all other Obligations with respect to the Notes under this Indenture Indenture, the Guarantees and the Security Collateral Documents that are due and payable at or prior to the time such principal, together with premium, if any, and accrued and unpaid interest (including additional interestAdditional Interest, if any), are paid, paid or (ii) all the Obligations under this Indenture, the Notes and the Security Documents have been satisfied and discharged by complying with the provisions of Article X or (iii) the Company shall have exercised its legal defeasance option or its covenant defeasance option, in each case compliance with the provisions of Article 8, or its discharge option, in compliance with the provisions of Article VIII13 hereof, in each case with respect to all of the Notes, the Trustee shall deliver to the Company and the Notes/Term Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Notes Collateral (other than with respect to funds held by the Trustee pursuant to Article VIII8 and Article 13), and any rights it has under the Security Collateral Documents, and upon receipt by the Notes/Term Collateral Agent of such notice, the Notes/Term Collateral Agent shall, without further action by any party, automatically shall be deemed not to hold a Lien in the Notes Collateral on behalf of the Trustee and shall do or cause to be done all acts reasonably requested by the Company or any Guarantor necessary to release such Lien as soon as is reasonably practicable.
Appears in 1 contract
Samples: Indenture (Ahny-Iv LLC)
Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee an Officers’ Certificate and, solely with respect to (iii) below, an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) stating certifying that (i) payment in full of the principal of, together with premium, if any, and accrued and unpaid interest on, the Notes of a series and all other First Priority Notes Obligations with in respect to the Notes under this Indenture and the Security Documents of such series that are due and payable at or prior to the time such principal, together with premium, if any, and accrued and unpaid interest (including additional interest, if any), are paid, paid or (ii) all the Obligations under this Indenture, the Notes and the Security Documents have been satisfied and discharged by complying with the provisions of Article X or (iii) the Company shall have exercised its legal defeasance Legal Defeasance option or its covenant defeasance optiontheir Covenant Defeasance option in respect of a series, in each case in compliance with the provisions of Article VIIISection 8.2 or 8.3, as applicable, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the Trustee have been satisfied, the Trustee shall deliver to the Company and the Notes Collateral Agent Agents a notice notice, in form reasonably satisfactory to the Notes Collateral Agents, stating that the Trustee, on behalf of the HoldersHolders of such series, disclaims and gives up any and all rights it has in or to the Collateral solely on behalf of the Holders of the Notes Collateral of such series and not with respect to the Notes of any other series without representation, warranty or recourse (other than with respect to funds held by the Trustee pursuant to Article VIIISection 8.2 or 8.3, as applicable), and any rights it has under the Security DocumentsCollateral Documents solely on behalf of the Holders of the Notes of such series and not with respect to the Notes of any other series, and upon receipt by the Notes Collateral Agent Agents of such noticenotice with respect to each series of Notes, the Notes Collateral Agent shall, without further action by any party, automatically Agents shall be deemed not to hold a Lien in the Notes Collateral on behalf of the Trustee and shall execute and deliver all documents and do or cause to be done (at the expense of the Company) all acts reasonably requested by the Company or any Guarantor to release and discharge such Lien as soon as is reasonably practicable.
Appears in 1 contract
Samples: Indenture (Valeant Pharmaceuticals International, Inc.)
Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee Trustees and Collateral Agent an Officers’ Officer’s Certificate and, solely with respect to (iii) below, an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) stating certifying that (i) payment in full of the principal of, together with premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations with respect to the Notes under this Indenture Indenture, the Notes, the Note Guarantees and the Security Collateral Documents that are due and payable at or prior to the time such principal, together with premium, if any, and accrued and unpaid interest (including additional interest, if any), are paid, paid or (ii) all the Obligations under this Indenture, the Notes and the Security Documents have been satisfied and discharged by complying with the provisions of Article X or (iii) the Company shall have exercised its legal defeasance Legal Defeasance option or its covenant defeasance Covenant Defeasance option, in each case in compliance with the provisions of Article VIII8, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of notice hereinafter described by the Trustees and the release of the security interests of the Collateral Agent have been satisfied, the Trustee Trustees shall deliver to the Company and the Collateral Agent a notice notice, in form reasonably satisfactory to the Collateral Agent, stating that the TrusteeTrustees, on behalf of the Holders, disclaims disclaim and gives give up any and all rights it has they have in or to the Notes Collateral (other than with respect to funds held by the Trustee Trustees pursuant to Article VIII)8), and any rights it has they have under the Security Collateral Documents, and upon receipt by the Collateral Agent of such notice, the Collateral Agent shall, without further action by any party, automatically shall be deemed not to hold a Lien in the Notes Collateral on behalf of the Trustee Trustees and shall do or cause to be done (at the expense of the Company) all acts reasonably requested by the Company or any Guarantor to release and discharge such Lien as soon as is reasonably practicable.
Appears in 1 contract
Samples: Indenture (Eldorado Gold Corp /Fi)