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

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are 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 7, the Indenture Trustee shall deliver to the Issuer a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery of such notice, the Indenture Trustee shall be deemed not to hold a Lien in the Collateral on behalf of the Holders and shall do or cause to be done all acts reasonably necessary to release such Lien as soon as is reasonably practicable.

Appears in 15 contracts

Samples: Master Transaction Agreement (Emergent Capital, Inc.), Master Transaction Agreement (Emergent Capital, Inc.), Master Transaction Agreement (Emergent Capital, Inc.)

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Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers Issuers deliver to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, Trustee an Officers’ Officer’s Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations 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 accrued and unpaid interest (including additional interest, if any), are paid, paid or (ii) all the obligations under this IndentureIssuers shall have exercised their Legal Defeasance option or their Covenant Defeasance option, the Notes and the Security Documents have been satisfied and discharged by complying in each case in compliance with the provisions of Article 7VIII, 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 Indenture Trustee shall deliver to the Issuer Issuers and the Collateral Agent a notice notice, in form reasonably satisfactory to the Collateral Agent, stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article VIII), and any rights it has under the Security Collateral Documents, and upon delivery receipt by the Collateral Agent of such notice, the Indenture Trustee Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done (at the expense of the Issuers) all acts reasonably necessary requested by the Issuers to release and discharge such Lien as soon as is reasonably practicable.

Appears in 10 contracts

Samples: Indenture (Restaurant Brands International Inc.), Indenture (Restaurant Brands International Limited Partnership), Indenture (Restaurant Brands International Limited Partnership)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, Trustee an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) 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 Secured Obligations with respect to the Securities 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, or (ii) 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 78 or (iii) the Issuer shall have exercised its legal defeasance option or its covenant defeasance option, in each case in compliance with the provisions of Article 8, the Indenture Trustee shall deliver to the Issuer and the Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralNotes Collateral (other than with respect to funds held by the Trustee pursuant to Article 8), and any rights it has under the Security Documents, and upon delivery receipt by the Collateral Agent of such notice, the Indenture Trustee Collateral Agent shall be deemed not to hold a Lien in the Notes Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary requested by the Issuer to release such Lien as soon as is reasonably practicable.

Appears in 5 contracts

Samples: Indenture (Aquestive Therapeutics, Inc.), Supplemental Indenture (Egalet Corp), Indenture (Egalet Us Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event (i) that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, Trustee an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Officer’s Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) Opinion of Counsel certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, all the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are 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 payment in full of the Issuer’s Notes Obligations under the Notes, this Indenture and the Security Documents, and all such Notes Obligations have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance of this Indenture occurs under Article 7Eight, the Indenture Trustee shall deliver to the Issuer and the Notes Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery receipt by the Notes Collateral Agent of such notice, the Indenture Trustee Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary at the request and expense of the Issuer to release such Lien as soon as is reasonably practicable.

Appears in 4 contracts

Samples: Indenture (Cumulus Media Inc), Second Lien Intercreditor Agreement (Entercom Communications Corp), Cumulus Media Inc

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations 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 accrued and unpaid interest (including additional interest, if any), are paid, paid or (ii) all the obligations under this IndentureIssuer shall have exercised its legal defeasance option or its covenant defeasance option, the Notes and the Security Documents have been satisfied and discharged by complying in each case in compliance with the provisions of Article 7VIII, the Indenture Trustee shall deliver to the Issuer and the Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (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 delivery receipt by the Collateral Agent of such notice, the Indenture Trustee Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary to release such Lien as soon as is reasonably practicable.

Appears in 3 contracts

Samples: Indenture (Nortek Inc), Indenture (Mammoth-Webco, Inc.), Indenture (Aigis Mechtronics, Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Officer’s Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest (including Additional Interest, if any) on, all of the Notes and all other Secured Obligations under this Indenture Indenture, the Guarantees and the Security Documents Collateral Documents, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interestAdditional Interest, if any), are paid, paid or (ii) all the obligations under this IndentureIssuer shall have exercised its legal defeasance option or its covenant defeasance option, the Notes and the Security Documents have been satisfied and discharged by complying in compliance with the provisions of Article 78, or its satisfaction and discharge option, in compliance with the provisions of Article 12 hereof, in each case with respect to all of the Notes, the Indenture Trustee shall deliver to the Issuer and the Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than its rights under Section 7.07 and with respect to funds held by the Trustee pursuant to Article 8 and Article 12), and any rights it has under the Security Collateral Documents, and upon delivery receipt by the Collateral Agent of such notice, the Indenture Trustee Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and upon request of and at the expense of the Issuer shall execute any release documents prepared by the Issuer and do or cause to be done all other acts reasonably necessary to release such Lien as soon as is reasonably practicableLien.

Appears in 3 contracts

Samples: Indenture (APX Group Holdings, Inc.), Indenture (APX Group Holdings, Inc.), Indenture (APX Group Holdings, Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations 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 accrued and unpaid interest (including additional interest, if any), are paid, paid or (ii) all the Issuer shall have discharged its obligations under this IndentureSection 10.01 or exercised its legal defeasance option or its covenant defeasance option under Section 10.02, the Notes and the Security Documents have been satisfied and discharged by complying in each case in compliance with the provisions of Article 7Ten, the Indenture Trustee shall deliver to the Issuer and the Noteholder Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article Ten), and any rights it has under the Security Documents, and upon delivery receipt by the Noteholder Collateral Agent of such notice, the Indenture Trustee Noteholder Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary or reasonably requested by the Issuer to evidence the release of such Lien as soon as is reasonably practicablepracticable or otherwise deliver any such Collateral to the applicable Guarantor (including without limitation, execution and filing of Lien releases, instruments, documents and return of any Collateral then in its possession).

Appears in 3 contracts

Samples: Indenture (Us Concrete Inc), Indenture (Bode Concrete LLC), Indenture (Bode Concrete LLC)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations 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 accrued and unpaid interest (including additional interest, if any), are paid, or (ii) all the Issuer shall have discharged its obligations under this IndentureSection 10.01 or exercised its legal defeasance option or its covenant defeasance option under Section 10.02, the Notes and the Security Documents have been satisfied and discharged by complying in each case in compliance with the provisions of Article 7Ten, or (iii) with respect to Remaining Notes only, a Conversion Event has occurred, the Indenture Trustee shall deliver to the Issuer and the Noteholder Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article Ten), and any rights it has under the Security Documents, and upon delivery receipt by the Noteholder Collateral Agent of such notice, the Indenture Trustee Noteholder Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary or reasonably requested by the Issuer to evidence the release of such Lien as soon as is reasonably practicablepracticable or otherwise deliver any such Collateral to the applicable Guarantor (including without limitation, execution and filing of Lien releases, instruments, documents and return of any Collateral then in its possession).

Appears in 2 contracts

Samples: Registration Rights Agreement (Us Concrete Inc), Us Concrete Inc

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of all the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations obligations under this Indenture and the Security Documents that are due and payable at or prior Notes (and, to the time such principalextent relating to the foregoing, together with accrued and unpaid interest (including additional interest, if anythe Security Documents), are 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 78 and Section 7.07 or by the payment in full of the Issuer’s obligations under the Notes and this Indenture (and, to the extent relating to the foregoing, the Indenture Security Documents), and all such obligations have been so satisfied, the Trustee shall deliver to the Issuer and, if the Trustee is not then the First Lien Collateral Agent, the First Lien Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article 8), and any rights it has under the Security Documents, and upon delivery receipt by the First Lien Collateral Agent of such noticenotice (or, if the Trustee is then the First Lien Collateral Agent, upon receipt of such Officers’ Certificate and upon satisfaction of all such obligations), the Indenture Trustee First Lien Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary to release such Lien as soon as is reasonably practicable.

Appears in 2 contracts

Samples: Indenture (Hexion Inc.), Indenture (Momentive Specialty Chemicals Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event (i) that the Issuer delivers Issuers deliver to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Officer’s Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) Opinion of Counsel certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, all the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are 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 payment in full of the Issuers’ Notes Obligations under the Notes, this Indenture and the Security Documents, and all such Notes Obligations have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance of this Indenture occurs under Article 7VIII, the Indenture Trustee shall deliver to the Issuer Issuers and the Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holdersholders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery receipt by the Collateral Agent of such notice, Officer’s Certificate and Opinion of Counsel, the Indenture Trustee Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders holders of the Notes and shall do or cause to be done all acts reasonably necessary at the request and expense of the Issuers to release such Lien as soon as is reasonably practicable.

Appears in 2 contracts

Samples: Supplemental Indenture (ADT, Inc.), Supplemental Indenture (ADT, Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, Trustee an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) 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 Secured Obligations with respect to the Securities 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), and any other applicable amounts, are paid, or (ii) 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 78 or (iii) the Issuer shall have exercised its legal defeasance option or its covenant defeasance option, in each case in compliance with the provisions of Article 8, the Indenture Trustee shall deliver to the Issuer and the Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article 8), and any rights it has under the Security Documents, and upon delivery receipt by the Collateral Agent of such notice, the Indenture Trustee Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary requested by the Issuer to release such Lien as soon as is reasonably practicable.

Appears in 2 contracts

Samples: Purchase Agreement (Vivus Inc), Indenture (Vivus Inc)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, Trustee an Officers’ Officer’s Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, premium, if any, together with accrued and unpaid interest on, the Notes and all other Secured Obligations 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 accrued and unpaid interest (including additional interest, if any), are paid, paid or (ii) all the obligations under this IndentureIssuer shall have exercised its Legal Defeasance option or its Covenant Defeasance option, the Notes and the Security Documents have been satisfied and discharged by complying in each case in compliance with the provisions of Article 78, 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 Indenture Trustee shall deliver to the Issuer and the Notes Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article 8), and any rights it has under the Security Collateral Documents, and upon delivery receipt by the Notes Collateral Agent of such notice, the Indenture Trustee Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary requested by the Issuer to release and discharge such Lien as soon as is reasonably practicable.

Appears in 2 contracts

Samples: Indenture (Cushman & Wakefield PLC), Indenture (Cushman & Wakefield PLC)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event (i) that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, Trustee an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Officer’s Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) Opinion of Counsel certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, or (ii) all the obligations Obligations under this Indenture, the Notes and the Security Documents have been satisfied and discharged by complying with the provisions payment in full of the Issuer’s Obligations under the Notes, this Indenture and the Security Documents, and all such Obligations have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance of this Indenture occurs under Article 7VIII, the Indenture Trustee shall deliver to the Issuer and the First-Priority Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holdersholders, without recourse or warranty, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery receipt by the First-Priority Collateral Agent of such notice, the Indenture Trustee First-Priority Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary at the request and expense of the Issuer to release such Lien as soon as is reasonably practicable.

Appears in 2 contracts

Samples: Supplemental Indenture (Rackspace Technology, Inc.), Indenture (Rackspace Technology, Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event (i) that the Issuer MHGE Holdings delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) Opinion of Counsel certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are 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 payment in full of the Issuers’ obligations under the Notes, this Indenture and the Security Documents, and all such obligations have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance of this Indenture occurs under Article 7VIII, the Indenture Trustee shall deliver to the Issuer Issuers and the First-Priority Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holdersholders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery receipt by the First-Priority Collateral Agent of such notice, the Indenture Trustee First-Priority Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary at the request and expense of the Issuers to release such Lien as soon as is reasonably practicable.

Appears in 2 contracts

Samples: Indenture (McGraw-Hill Interamericana, Inc.), Indenture (McGraw-Hill Global Education LLC)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers Issuers deliver to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, Trustee an Officers’ Officer’s Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, premium, if any, together with accrued and unpaid interest on, the Notes and all other Secured Obligations under this Indenture Indenture, the Notes, the Guarantees and the Security Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, paid or (ii) all the obligations under this IndentureIssuers shall have exercised their Legal Defeasance option or their Covenant Defeasance option, the Notes and the Security Documents have been satisfied and discharged by complying in each case in compliance with the provisions of Article 78, 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 Indenture Trustee shall deliver to the Issuer Issuers and the Notes Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article 8), and any rights it has under the Security Collateral Documents, and upon delivery receipt by the Notes Collateral Agent of such notice, the Indenture Trustee Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary requested by the Issuers to release and discharge such Lien as soon as is reasonably practicable.

Appears in 2 contracts

Samples: Indenture (Viasat Inc), Indenture (Viasat Inc)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, Trustee an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with premium and accrued and unpaid interest on, the Notes and all other Secured Obligations 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 and accrued and unpaid interest (including additional interest, if any), are paid, paid or (ii) all the obligations under Issuer shall have discharged this Indenture, the Notes and the Security Documents have been satisfied and discharged by complying Indenture in compliance with the provisions of Article 712 or exercised its Legal Defeasance option or its Covenant Defeasance option, in each case in compliance with the provisions of Article 8, 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 Indenture Trustee shall deliver to the Issuer and the Collateral Trustee a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article 12 or Article 8), and any rights it has under the Security Documents, and upon delivery receipt by the Collateral Trustee of such notice, the Indenture Collateral Trustee shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary requested by the Issuer to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Indenture (Unisys Corp)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Officer’s Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, any ,is paid or (ii) all the obligations under this IndentureIssuer shall have exercised its Legal Defeasance option or its Covenant Defeasance option, the Notes and the Security Documents have been satisfied and discharged by complying in each case in compliance with the provisions of Article 7VIII, the Indenture Trustee shall deliver to the Issuer and the Notes Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (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 delivery receipt by the Notes Collateral Agent of such notice, the Indenture Trustee Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary to release such Lien as soon as is reasonably practicablepracticable at the written request of the Issuer.

Appears in 1 contract

Samples: Indenture (Patheon Inc)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event (i) that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) Opinion of Counsel certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, or (ii) all the obligations Obligations under this Indenture, the Notes and the Security Second-Lien Notes Collateral Documents have been satisfied and discharged by complying with the provisions payment in full of Article 7the Issuer’s Obligations under the Notes, this Indenture and the Indenture Trustee shall deliver Second-Lien Notes Collateral Documents, and all such Obligations have been so satisfied, or (ii) of Legal Defeasance or Covenant Defeasance pursuant to the Issuer a notice stating that terms of this Indenture, all rights the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it the Trustee, on behalf of the Holders, has under the Security Documents, and upon delivery of such noticeSecond-Lien Notes Collateral Documents shall terminate, the Indenture Trustee Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee, and the Trustee, at the Issuer’s request, shall (and shall direct the Collateral Agent to) do or cause to be done done, at the Issuer’s sole cost and expense, all acts as the Issuer shall have determined to be reasonably necessary to release such Lien as soon as is reasonably practicablepracticable and as shall have been set forth in such request.

Appears in 1 contract

Samples: Indenture (Walter Energy, Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, Trustee an Officers’ Officer’s Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Notes Obligations under this Indenture Indenture, the Notes, the Notes Guarantees, the Security Documents and the Security other Notes Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, paid or (ii) all the obligations under this IndentureIssuer shall have exercised its Legal Defeasance option or its Covenant Defeasance option, the Notes and the Security Documents have been satisfied and discharged by complying in each case in compliance with the provisions of Article 78, the Indenture Trustee shall deliver to the Issuer and the First Lien Notes Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery receipt by the First Lien Notes Collateral Agent of such notice, the Indenture Trustee First Lien Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do execute, deliver or cause authorize the filing of (at the expense of the Issuer) such documents reasonably requested by the Issuer to be done all acts reasonably necessary to evidence and reflect the release and discharge of such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Indenture (Sotera Health Co)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event (i) that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Officer’s Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) Opinion of Counsel certifying that (i) payment in full of all the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, or (ii) all the obligations under this Seventh Supplemental Indenture, the Notes and the Security Documents have been satisfied and discharged by complying with the provisions payment in full of the Issuer’s obligations under the Notes, this Seventh Supplemental Indenture and the Security Documents, and all such Obligations have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance of this Seventh Supplemental Indenture occurs under Article 78 or 13, the Indenture Trustee shall deliver to the Issuer and the First Lien Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery receipt by the First Lien Collateral Agent of such notice, the Indenture Trustee First Lien Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee, and the Trustee shall (and direct the First Lien Collateral Agent to) do or cause to be done done, at the Issuer’s sole cost and expense, all acts reasonably necessary to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: HCA Holdings, Inc.

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, Trustee an Officers’ Officer’s Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, any Series of the Notes and all other Secured First Priority Notes Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, paid or (ii) all the obligations under this IndentureIssuer shall have exercised its Legal Defeasance option or their Covenant Defeasance option, the Notes and the Security Documents have been satisfied and discharged by complying in each case in compliance with the provisions of Article 7Section 8.02 or 8.03 of the Base Indenture, as applicable, and an Officer’s Certificate stating that all conditions precedent to the execution and delivery of such notice by the Trustee have been satisfied, the Indenture Trustee shall deliver to the Issuer and the Notes Collateral Agent a notice notice, in form reasonably satisfactory to the Notes Collateral Agent, stating that the Indenture Trustee, on behalf of the HoldersHolders of such Series of Notes, disclaims and gives up any and all rights it has in or to the CollateralCollateral solely on behalf of the Holders of such Series the Notes without representation, warranty or recourse (other than with respect to funds held by the Trustee pursuant to Section 8.02 or 8.03 of the Base Indenture, as applicable), and any rights it has under the Security Documents, Collateral Documents solely on behalf of the Holders of the Notes and upon delivery receipt by the Notes Collateral Agent of such notice, the Indenture Trustee Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall execute and deliver all documents and do or cause to be done (at the expense of the Issuer) all acts reasonably necessary requested by the Issuer to release and discharge such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: First Supplemental Indenture (Icon PLC)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, Trustee an Officers’ Officer’s Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (ia) payment in full of the principal of, together with accrued and unpaid interest on, all of the Notes and all other Secured Indenture Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, paid or (iib) all the obligations under this IndentureIssuer shall have exercised its Legal Defeasance option or its Covenant Defeasance option, the Notes and the Security Documents have been satisfied and discharged by complying in compliance with the provisions of Article 78, or its satisfaction and discharge option, in compliance with the provisions of Article 11 hereof, in each case with respect to all of the Notes, the Indenture Trustee shall promptly deliver to the Issuer and the Notes Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article 8 and Article 11), and any rights it has under the Security Collateral Documents, and upon delivery receipt by the Notes Collateral Agent of such notice, the Indenture Trustee shall be deemed not to hold a Notes Collateral Agent’s Lien in the Collateral on behalf of the Holders Notes Secured Parties shall be deemed to be released and the Notes Collateral Agent shall do or cause to be done all acts reasonably necessary at the Issuer’s cost to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Indenture (SunOpta Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations 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 accrued and unpaid interest (including additional interest, if any), are 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 7, the Indenture Trustee shall deliver to the Issuer a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery of such notice, the Indenture Trustee shall be deemed not to hold a Lien in the Collateral on behalf of the Holders and shall do or cause to be done all acts reasonably necessary to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Indenture (Imperial Holdings, Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event (i) that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) Opinion of Counsel certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, or (ii) all the obligations Obligations under this Indenture, the Notes Notes, the Note Guarantees and the Security Documents have been satisfied and discharged by complying with the provisions payment in full of Article 7the Issuer’s obligations under the Notes, the Note Guarantees, this Indenture and the Security Documents, and all such Obligations have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance of this Indenture occurs under Article 8 or 13, the Trustee shall deliver to the Issuer and the Collateral Trustee a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery receipt by the Collateral Trustee of such notice, the Indenture Collateral Trustee shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee, and the Trustee shall do or cause to be done done, at the Issuer's sole cost and expense, all acts reasonably necessary to release such Lien in favor of the Trustee as soon as is reasonably practicable.

Appears in 1 contract

Samples: Indenture (Western Refining, Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, Trustee an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest premium, if any, on, the Notes Securities and all other Secured Obligations with respect to the Securities under this Indenture Indenture, the Guarantee and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interestpremium, if any), are paid, or (ii) 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 78 or (iii) the Issuer shall have exercised its legal defeasance option or its covenant defeasance option, in each case in compliance with the provisions of Article 8, the Indenture Trustee shall deliver to the Issuer and the Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article 8), and any rights it has under the Security Documents, and upon delivery receipt by the Collateral Agent of such notice, the Indenture Trustee Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary requested by the Issuer to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Sorrento Therapeutics, Inc.

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are 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 7, the Indenture Trustee shall deliver to the Issuer a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery of such notice, the Indenture Trustee shall be deemed not to hold a Lien in the Collateral on behalf of the Holders and shall do or cause to be done all acts reasonably necessary to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Emergent Capital, Inc.

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event (i) that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) Opinion of Counsel certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, or (ii) all the obligations Obligations under this Indenture, the Notes and the Security Notes Collateral Documents have been satisfied and discharged by complying with the provisions payment in full of Article 7the Issuer’s Obligations under the Notes, this Indenture and the Indenture Trustee shall deliver Notes Collateral Documents, and all such Obligations have been so satisfied, or (ii) of Legal Defeasance or Covenant Defeasance pursuant to the Issuer a notice stating that terms of this Indenture, all rights the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it the Trustee, on behalf of the Holders, has under the Security Documents, and upon delivery of such noticeNotes Collateral Documents shall terminate, the Indenture Trustee Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee, and the Trustee, at the Issuer’s request, shall (and shall direct the Notes Collateral Agent to) do or cause to be done done, at the Issuer’s sole cost and expense, all acts as the Issuer shall have determined to be reasonably necessary to release such Lien as soon as is reasonably practicablepracticable and as shall have been set forth in such request.

Appears in 1 contract

Samples: WESTMORELAND COAL Co

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, Trustee an Officers’ Officer’s Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) 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 Secured Obligations with respect to the Securities 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, or (ii) 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 78 or (iii) the Issuer shall have exercised its legal defeasance option or its covenant defeasance option, in each case in compliance with the provisions of Article 8, the Indenture Trustee shall deliver to the Issuer and the Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralNotes Collateral (other than with respect to funds held by the Trustee pursuant to Article 8), and any rights it has under the Security Documents, and upon delivery receipt by the Collateral Agent of such notice, the Indenture Trustee Collateral Agent shall be deemed not to hold a Lien in the Notes Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary requested by the Issuer to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Indenture (Blue Water Acquisition Corp.)

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Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event (i) that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) Opinion of Counsel certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, or (ii) all the obligations Obligations under this Indenture, the Notes and the Security Notes Collateral Documents have been satisfied and discharged by complying with the provisions payment in full of Article 7the Issuer’s Obligations under the Notes, this Indenture and the Indenture Trustee shall deliver Notes Collateral Documents, and all such Obligations have been so satisfied, or (ii) of Legal Defeasance or Covenant Defeasance pursuant to the Issuer a notice stating that terms of this Indenture, all rights the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it the Trustee, on behalf of the Holders, has under the Security Documents, and upon delivery of such noticeNotes Collateral Documents shall terminate, the Indenture Trustee Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee, and the Trustee, at the Issuer’s request, shall (and shall direct the Collateral Agent to) do or cause to be done done, at the Issuer’s sole cost and expense, all acts as the Issuer shall have determined to be reasonably necessary to release such Lien as soon as is reasonably practicablepracticable and as shall have been set forth in such request.

Appears in 1 contract

Samples: Indenture (Walter Energy, Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Officer’s Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest (including Additional Interest, if any) on, all of the Notes and all other Secured Obligations under this Indenture Indenture, the Guarantees and the Security Collateral Documents with respect thereto, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interestAdditional Interest, if any), are paid, paid or (ii) all the obligations under this IndentureIssuer shall have exercised its legal defeasance option or its covenant defeasance option, the Notes and the Security Documents have been satisfied and discharged by complying in compliance with the provisions of Article 78, or its satisfaction and discharge option, in compliance with the provisions of Article 11 hereof, in each case with respect to all of the Notes, the Indenture Trustee shall deliver to the Issuer and the Notes Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article 8 and Article 11), and any rights it has under the Security Collateral Documents, and upon delivery receipt by the Notes Collateral Agent of such notice, the Indenture Trustee Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary at the Issuer’s cost to release such Lien as soon as is reasonably practicable.. 121 Section 13.11 Notes Collateral Agent. 121

Appears in 1 contract

Samples: Security Agreement and Financing Statement (American Tire Distributors Holdings, Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, an Officers’ Officer’s Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) 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 Secured Obligations 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, or (ii) all the obligations under this Indenture, the Notes Securities and the Security Documents have been satisfied and discharged by complying with the provisions of Article 78 or (iii) the Issuer shall have exercised its legal defeasance option or its covenant defeasance option, in each case in compliance with the provisions of Article 8, the Indenture Trustee shall deliver to the Issuer and the Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralNotes Collateral (other than with respect to funds held by the Trustee pursuant to Article 8), and any rights it has under the Security Documents, and upon delivery receipt by the Collateral Agent of such notice, the Indenture Trustee Collateral Agent shall be deemed not to hold a Lien in the Notes Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Supplemental Indenture (Pernix Therapeutics Holdings, Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Officer’s Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest (including Additional Interest, if any) on, all of the Notes and all other Secured Obligations under this Indenture Indenture, the Guarantees and the Security Collateral Documents with respect thereto, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interestAdditional Interest, if any), are paid, paid or (ii) all the obligations under this IndentureIssuer shall have exercised its legal defeasance option or its covenant defeasance option, the Notes and the Security Documents have been satisfied and discharged by complying in compliance with the provisions of Article 78, or its satisfaction and discharge option, in compliance with the provisions of Article 11 hereof, in each case with respect to all of the Notes, the Indenture Trustee shall deliver to the Issuer and the Notes Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article 8 and Article 11), and any rights it has under the Security Collateral Documents, and upon delivery receipt by the Notes Collateral Agent of such notice, the Indenture Trustee Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary at the Issuer’s cost to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Security Agreement and Financing Statement (American Tire Distributors Holdings, Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, Trustee an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of all the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations obligations under this Indenture and the Security Documents that are due and payable at or prior Notes (and, to the time such principalextent relating to the foregoing, together with accrued and unpaid interest (including additional interest, if anythe Security Documents), are 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 78 and Section 7.07 or by the payment in full of the Issuer’s obligations under the Notes and this Indenture (and, to the extent relating to the foregoing, the Indenture Security Documents), and all such obligations have been so satisfied, the Trustee shall deliver to the Issuer and, if the Trustee is not then the Collateral Agent, the Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article 8), and any rights it has under the Security Documents, and upon delivery receipt by the Collateral Agent of such noticenotice (or, if the Trustee is then the Collateral Agent, upon receipt of such Officers’ Certificate and upon satisfaction of all such obligations), the Indenture Trustee Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Indenture (Hexion Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, Trustee an Officers’ Officer’s Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Notes Obligations under this Indenture Indenture, the Notes, the Notes Guarantees, the Security Documents and the Security other Notes Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, paid or (ii) all the obligations under this IndentureIssuer shall have exercised its Legal Defeasance option or its Covenant Defeasance option, the Notes and the Security Documents have been satisfied and discharged by complying in each case in compliance with the provisions of Article 78, the Indenture Trustee shall deliver to the Issuer and the Second Lien Notes Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery receipt by the Second Lien Notes Collateral Agent of such notice, the Indenture Trustee Second Lien Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do execute, deliver or cause authorize the filing of (at the expense of the Issuer) such documents reasonably requested by the Issuer to be done all acts reasonably necessary to evidence and reflect the release and discharge of such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Indenture (Sotera Health Co)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Officer’s Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations 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 accrued and unpaid interest (including additional interest, if any), are 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 7, the Indenture Trustee shall deliver to the Issuer a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery of such notice, the Indenture Trustee shall be deemed not to hold a Lien in the Collateral on behalf of the Holders and shall do or cause to be done all acts reasonably necessary to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Indenture (Imperial Holdings, Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event (i) that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) Opinion of Counsel certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, or (ii) all the obligations under this Indenture, the Notes Securities and the Security Documents have been satisfied and discharged by complying with the provisions payment in full of the Issuer’s obligations under the Securities, this Indenture and the Security CG&R DRAFT: 4/21/08 2:36 PM #907342 v26 (RM2X26_.DOC) Documents, and all such obligations have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance of this Indenture occurs under Article 78, the Indenture Trustee shall deliver to the Issuer and the Notes Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery receipt by the Notes Collateral Agent of such notice, the Indenture Trustee Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall shall, at the expense of the Issuer, do or cause to be done all acts reasonably necessary to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Indenture (Kerr Group Inc)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, Trustee an Officers’ Officer’s Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with and accrued and unpaid interest and premium, if any, on, the Notes and all other Secured Obligations 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 accrued and unpaid interest (including additional interest, if any), are paid, paid or (ii) the Issuer shall have exercised legal or covenant defeasance in compliance with Article 8, and an Opinion of Counsel stating that all conditions precedent to the obligations under this Indentureexecution and delivery of such notice by the Trustee have been satisfied, the Notes and the Security Documents have been satisfied and discharged by complying with the provisions of Article 7, the Indenture Trustee shall deliver to the Issuer and the Second Lien Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article 8), and any rights it has under the Security Documents, and upon delivery receipt by the Second Lien Collateral Agent of such notice, all Liens in the Indenture Trustee Collateral securing the Obligations under this Indenture, the Notes, the Guarantees and the Security Documents shall automatically be released and the Second Lien Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done (at the expense of the Issuer) all acts reasonably necessary or reasonably requested by the Issuer to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Supplemental Indenture (Roundy's, Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event (i) that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Officer’s Certificate (and upon receipt, which the Indenture Trustee may Notes Collateral Agent shall be entitled to conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereofrely) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, or (ii) all the obligations under this Indenture, the Notes and the Security Documents (in each case, other than contingent or unliquidated obligations or liabilities not then due) have been satisfied and discharged by complying with the provisions payment in full of the Issuer’s obligations under the Notes, this Indenture and the Security Documents (in each case, other than contingent or unliquidated obligations or liabilities not then due), and all such obligations have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance of this Indenture occurs under Article 7VIII, the Indenture Trustee shall deliver to the Issuer and the Notes Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holdersholders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery receipt by the Notes Collateral Agent of such notice, the Indenture Trustee Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary at the request and expense of the Issuer to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Intercreditor Agreement (Adtalem Global Education Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event (i) that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Officer’s Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) Opinion of Counsel certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, or (ii) all the obligations under this Indenture, the Notes and the Security Documents (other than contingent or unliquidated obligations or liabilities not then due) have been satisfied and discharged by complying with the provisions payment in full of the Issuer’s obligations under the Notes, any Additional Notes, this Indenture and the Security Documents, and all such obligations have been so satisfied, or (ii) a discharge of this Indenture under Article 7XII or Legal Defeasance or Covenant Defeasance of this Indenture occurs under Article VIII, the Indenture Trustee shall deliver to the Issuer and the Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery receipt by the Collateral Agent of such notice, the Indenture Trustee Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall shall, at the expense of the Issuer and without any representation or warranty whatsoever, do or cause to be done all acts reasonably necessary to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Intercreditor Agreement (Claires Stores Inc)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, an Officers’ Officer’s Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (ia) payment in full of the principal of, together with accrued and unpaid interest (including Additional Interest, if any) on, all of the Notes and all other Secured Obligations under this Indenture Indenture, the Guarantees and the Security Collateral Documents with respect thereto, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interestAdditional Interest, if any), are paid, paid or (iib) all the obligations under this IndentureIssuer shall have exercised its legal defeasance option or its covenant defeasance option, the Notes and the Security Documents have been satisfied and discharged by complying in compliance with the provisions of Article 78, or its satisfaction and discharge option, in compliance with the provisions of Article 11 hereof, in each case with respect to all of the Notes, the Indenture Trustee shall deliver to the Issuer and the Notes Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article 8 and Article 11), and any rights it has under the Security Collateral Documents, and upon delivery receipt by the Notes Collateral Agent of such notice, the Indenture Trustee Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary at the Issuer’s cost to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Senior Secured Notes Indenture (Cambium Learning Group, Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, Trustee an Officers’ Officer’s Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with premium and accrued and unpaid interest on, the Notes and all other Secured Obligations 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 and accrued and unpaid interest (including additional interest, if any), are paid, paid or (ii) all the obligations under Issuer shall have discharged this Indenture, the Notes and the Security Documents have been satisfied and discharged by complying Indenture in compliance with the provisions of Article 7XI or exercised its Legal Defeasance option or its Covenant Defeasance option, in each case in compliance with the provisions of Article VIII, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the Trustee have been satisfied, the Indenture Trustee shall deliver to the Issuer and the Notes Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article XI or Article VIII), and any rights it has under the Security Documents, and upon delivery receipt by the Notes Collateral Agent of such notice, the Indenture Trustee Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary requested by the Issuer to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Passu Intercreditor Agreement (BMC Stock Holdings, Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event (i) that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) Opinion of Counsel certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, or (ii) all the obligations under this Indenture, the Notes Securities and the Security Documents have been satisfied and discharged by complying with the provisions payment in full of the Issuer’s obligations under the Securities, this Indenture and the Security Documents, and all such obligations have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance of this Indenture occurs under Article 78 (provided that in the case of this NY1:1657728.6 S- clause (ii), no Floating Rate Notes are then outstanding), the Indenture Trustee shall deliver to the Issuer and the Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery receipt by the Collateral Agent of such notice, the Indenture Trustee Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Indenture (Berry Plastics Holding Corp)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, Trustee an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, on the Notes and all other Secured Obligations under this Indenture Indenture, the Notes, the Subsidiary Guarantees and the Security Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, or (ii) all the obligations under this IndentureIssuer shall have exercised its legal defeasance option or their covenant defeasance option, the Notes and the Security Documents have been satisfied and discharged by complying in each case in compliance with the provisions of Article 7VIII, 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 Indenture Trustee shall deliver to the Issuer and the Collateral Agent a notice notice, in form reasonably satisfactory to the Collateral Agent, stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article VIII), and any rights it has under the Security Collateral Documents, and upon delivery receipt by the Collateral Agent of such notice, the Indenture Trustee Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done (at the expense of the Issuer) all acts reasonably necessary requested by the Issuer to release and discharge such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Security Agreement (Western Digital Corp)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event (i) that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Officer’s Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) Opinion of Counsel certifying that (i) payment in full of all the principal of, together with accrued and unpaid interest on, the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid, or (ii) all the obligations under this Sixth Supplemental Indenture, the Notes and the Security Documents have been satisfied and discharged by complying with the provisions payment in full of the Issuer’s obligations under the Notes, this Sixth Supplemental Indenture and the Security Documents, and all such Obligations have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance of this Sixth Supplemental Indenture occurs under Article 78 or 13, the Indenture Trustee shall deliver to the Issuer and the First Lien Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery receipt by the First Lien Collateral Agent of such notice, the Indenture Trustee First Lien Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee, and the Trustee shall (and direct the First Lien Collateral Agent to) do or cause to be done done, at the Issuer’s sole cost and expense, all acts reasonably necessary to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Base Indenture (HCA Holdings, Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event (i) that the Issuer delivers Issuers deliver to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trusteeit, an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Officer’s Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) Opinion of Counsel certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, all the Notes and all other Secured Obligations under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are 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 payment in full of the Issuers’ Notes Obligations under the Notes, this Indenture and the Security Documents, and all such Notes Obligations have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance of this Indenture occurs under Article 7VIII, the Indenture Trustee shall deliver to the Issuer Issuers and the Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holdersholders, disclaims and gives up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and upon delivery receipt by the Collateral Agent of such noticenotice and Officer’s Certificate and Opinion of Counsel, the Indenture Trustee Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders holders of the Notes and shall do or cause to be done all acts reasonably necessary at the request and expense of the Issuers to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Supplemental Indenture (ADT Inc.)

Release Upon Termination of the Issuer’s Obligations. Subject to Section 9.10, in In the event that the Issuer delivers to the Indenture Trustee, in form and substance reasonably acceptable to the Indenture Trustee, Trustee an Officers’ Certificate (and upon receipt, the Indenture Trustee may conclusively rely upon such Officers’ Certificate and shall have no duty to make any determination or investigation with respect to the contents thereof) certifying that (i) payment in full of the principal of, together with premium and accrued and unpaid interest on, the Notes and all other Secured Obligations 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 and accrued and unpaid interest (including additional interest, if any), are paid, paid or (ii) all the obligations under Issuer shall have discharged this Indenture, the Notes and the Security Documents have been satisfied and discharged by complying Indenture in compliance with the provisions of Article 712 or exercised its Legal Defeasance option or its Covenant Defeasance option, in each case in compliance with the provisions of Article 8, 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 Indenture Trustee shall deliver to the Issuer and the Notes Collateral Agent a notice stating that the Indenture Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the CollateralCollateral (other than with respect to funds held by the Trustee pursuant to Article 12 or Article 8), and any rights it has under the Security Documents, and upon delivery receipt by the Notes Collateral Agent of such notice, the Indenture Trustee Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Holders Trustee and shall do or cause to be done all acts reasonably necessary requested by the Issuer to release such Lien as soon as is reasonably practicable.

Appears in 1 contract

Samples: Passu Intercreditor Agreement (BMC Stock Holdings, Inc.)

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