Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuers deliver to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the payment in full of the Issuers’ obligations under the Offered Securities, and all such Obligations have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance occurs under Article XV of this Indenture with respect to the Offered Securities, the Trustee shall deliver to the Issuers and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered Securities, disclaims and gives up any and all rights it has in or to the Collateral with respect the Offered Securities, and any rights it has under the Offered Securities, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien in the Collateral with respect to the Offered Securities on behalf of the Trustee and shall (or shall direct the First Lien Collateral Agent to) do or cause to be done all acts reasonably necessary to release such lien, with respect to the Offered Securities, as soon as is reasonably practicable.
Appears in 3 contracts
Samples: Indenture (ADT Inc.), Indenture (ADT Inc.), Indenture (ADT Inc.)
Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, Trustee an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the (i) payment in full of the Issuers’ obligations under principal of, together with accrued and unpaid interest on, the Offered Securities, Notes and all other Obligations under this Indenture, the Notes, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such Obligations have been so satisfiedprincipal, together with accrued and unpaid interest, are paid or (ii) a dischargethe Issuer shall have exercised its Legal Defeasance option or its Covenant Defeasance option, legal defeasance or covenant defeasance occurs under in each case in compliance with the provisions of Article XV VIII, and an Opinion of this Indenture with respect Counsel stating that all conditions precedent to the Offered Securitiesexecution and delivery of such notice by the Trustee have been satisfied, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice notice, in form and substance reasonably satisfactory to the Collateral Agent, stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Offered SecuritiesTrustee pursuant to Article VIII), and any rights it has under the Offered SecuritiesCollateral Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee and shall (or shall direct the First Lien Collateral Agent to) do or cause to be done (at the expense of the Issuer) all acts reasonably necessary to release such lien, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 3 contracts
Samples: Indenture (H. J. Heinz Corp II), Indenture (Essar Steel Algoma Inc.), Indenture (Heinz H J Co)
Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the First Lien Trustee and the First Lien Collateral Agent an Officers’ Certificate certifying that (i) the Issuers deliver to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the payment in full of the Issuers’ obligations under principal of, premium (if any), together with accrued and unpaid interest on, the Offered Securities, Notes and all other First Priority Notes Obligations that are due and payable at or prior to the time such Obligations have been so satisfiedprincipal, together with accrued and unpaid interest, are paid or (ii) a discharge, the Issuers shall have exercised their legal defeasance option or their covenant defeasance occurs under option, in each case in compliance with the provisions of Article XV VIII, and an Opinion of this Indenture with respect Counsel stating that all conditions precedent to the Offered Securitiesexecution and delivery of such notice by the First Lien Trustee have been satisfied, the First Lien Trustee shall deliver to the Issuers and the First Lien Collateral Agent a notice stating that the First Lien Trustee, on behalf of the Holders holders of the Offered SecuritiesNotes, disclaims and gives up any and all rights it has in or to the First Lien Collateral (other than with respect to funds held by the Offered SecuritiesFirst Lien Trustee pursuant to Article VIII), and any rights it has under the Offered SecuritiesFirst Lien Collateral Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the First Lien Collateral with respect to the Offered Securities on behalf of the First Lien Trustee or the holders of the Notes and shall (or shall direct the First Lien Collateral Agent to) 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, with respect to the Offered Securities, Lien as soon as is reasonably practicablepracticable without recourse to or warranty by the First Lien Collateral Agent.
Appears in 3 contracts
Samples: Indenture (Mallinckrodt PLC), Indenture (Mallinckrodt PLC), Exchange Agreement (Mallinckrodt PLC)
Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, Trustee an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the (i) payment in full of the Issuers’ obligations under principal of, together with accrued and unpaid interest on, the Offered Securities, Securities and all other Notes Obligations that are due and payable at or prior to the time such Obligations have been so satisfiedprincipal, together with accrued and unpaid interest, are paid or (ii) a discharge, the Issuer shall have exercised its legal defeasance option or its covenant defeasance occurs under Article XV option, in each case in accordance with Section 8.01 and 8.02 hereof, as applicable, and an Opinion of this Indenture with respect Counsel stating that all conditions precedent to the Offered Securitiesexecution and delivery of such notice by the Trustee have been satisfied, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice notice, in form reasonably satisfactory to the Collateral Agent, stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral solely on behalf of the Holders of the Securities without representation, warranty or recourse (other than with respect to funds held by the Offered SecuritiesTrustee pursuant to Section 8.03 hereof, as applicable), and any rights it has under the Offered Securities, Security Documents solely on behalf of the Holders of the Securities and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee and shall (or shall direct the First Lien Collateral Agent to) 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, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 2 contracts
Samples: Indenture (CLARIVATE PLC), Indenture (Clarivate Analytics PLC)
Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuers deliver to the Trustee, in form and substance reasonably acceptable to it, an Officer’s Officers’ Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the (i) payment in full of the Issuers’ obligations under principal of, together with accrued and unpaid interest (including additional interest, if any) on, the Offered Securities, Notes and all other Obligations under this Indenture, the Guarantees and the Security Documents that are due and payable at or prior to the time such Obligations have been so satisfiedprincipal, together with accrued and unpaid interest, are paid or (ii) a dischargethe Issuers shall have exercised their Legal Defeasance option or its Covenant Defeasance option, legal defeasance or covenant defeasance occurs under in each case in compliance with the provisions of Article XV of this Indenture with respect to the Offered SecuritiesThirteen, the Trustee shall deliver to the Issuers and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Offered SecuritiesTrustee pursuant to Article Thirteen), and any rights it has under the Offered SecuritiesSecurity Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee and shall (or shall direct the First Lien Collateral Agent to) do or cause to be done all acts reasonably necessary to release such lien, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 2 contracts
Samples: Indenture (Clearwire Corp /DE), Indenture (Clearwire Corp /DE)
Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the Trustee an Officers’ Certificate certifying that (i) the Issuers deliver to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the payment in full of the Issuers’ obligations under principal of, together with accrued and unpaid interest on, the Offered Securities, Notes and all other Indenture Obligations that are due and payable at or prior to the time such Obligations have been so satisfiedprincipal, together with accrued and unpaid interest, are paid or (ii) a dischargethe Issuer shall have exercised its Legal Defeasance option or its Covenant Defeasance option, legal defeasance in each case in compliance with the provisions of Section 1302 or covenant defeasance occurs under Article XV 1303 hereof, as applicable, and an Opinion of this Indenture with respect Counsel stating that all conditions precedent to the Offered Securitiesexecution and delivery of such notice by the Trustee have been satisfied, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice notice, in form reasonably satisfactory to the Collateral Agent, stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral solely on behalf of the Holders of the Notes without representation, warranty or recourse (other than with respect to funds held by the Offered SecuritiesTrustee pursuant to Section 1302 or 1033 hereof, as applicable), and any rights it has under the Offered Securities, Collateral Documents solely on behalf of the Holders of the Notes and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee and shall (or shall direct the First Lien Collateral Agent to) execute and deliver all documents and do or cause to be done (at the expense of the Issuer and upon receipt of the Officers’ Certificate and Opinion of Counsel described in Section 1502(c)) all acts reasonably necessary requested by the Issuer to release and discharge such lien, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 2 contracts
Samples: Indenture (Weatherford International PLC), Indenture (Weatherford International PLC)
Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the Second Lien Trustee and the Second Lien Collateral Agent an Officers’ Certificate certifying that (i) the Issuers deliver to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the payment in full of the Issuers’ obligations under principal of, premium (if any), together with accrued and unpaid interest on, the Offered Securities, Notes and all other Second Priority Notes Obligations that are due and payable at or prior to the time such Obligations have been so satisfiedprincipal, together with accrued and unpaid interest, are paid or (ii) a discharge, the Issuers shall have exercised their legal defeasance option or their covenant defeasance occurs under option, in each case in compliance with the provisions of Article XV VIII, and an Opinion of this Indenture with respect Counsel stating that all conditions precedent to the Offered Securitiesexecution and delivery of such notice by the Second Lien Trustee have been satisfied, the Second Lien Trustee shall deliver to the Issuers and the First Second Lien Collateral Agent a notice stating that the Second Lien Trustee, on behalf of the Holders holders of the Offered SecuritiesNotes, disclaims and gives up any and all rights it has in or to the Second Lien Collateral (other than with respect to funds held by the Offered SecuritiesSecond Lien Trustee pursuant to Article VIII), and any rights it has under the Offered SecuritiesSecond Lien Collateral Documents, and upon receipt by the First Second Lien Collateral Agent of such notice, the First Second Lien Collateral Agent shall be deemed not to hold a lien Lien in the Second Lien Collateral with respect to the Offered Securities on behalf of the Second Lien Trustee or the holders of the Notes and shall (or shall direct the First Lien Collateral Agent to) 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, with respect to the Offered Securities, Lien as soon as is reasonably practicablepracticable without recourse to or warranty by the Second Lien Collateral Agent.
Appears in 2 contracts
Samples: Indenture (Mallinckrodt PLC), Indenture (Mallinckrodt PLC)
Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, Trustee an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the (i) payment in full of the Issuers’ obligations under principal of, together with accrued and unpaid interest on, the Offered Securities, Notes and all other Notes Obligations that are due and payable at or prior to the time such Obligations have been so satisfiedprincipal, together with accrued and unpaid interest, are paid or (ii) a discharge, the Issuer shall have exercised its legal defeasance option or its covenant defeasance occurs under Article XV option, in each case in accordance with Section 8.01 and 8.02 hereof, as applicable, and an Opinion of this Indenture with respect Counsel stating that all conditions precedent to the Offered Securitiesexecution and delivery of such notice by the Trustee have been satisfied, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice notice, in form reasonably satisfactory to the Collateral Agent, stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral solely on behalf of the Holders of the Notes without representation, warranty or recourse (other than with respect to funds held by the Offered SecuritiesTrustee pursuant to Section 8.03 hereof, as applicable), and any rights it has under the Offered Securities, Security Documents solely on behalf of the Holders of the Notes and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee and shall (or shall direct the First Lien Collateral Agent to) 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, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 2 contracts
Samples: Indenture (Dave & Buster's Entertainment, Inc.), Indenture (At Home Group Inc.)
Release Upon Termination of the Issuer’s Obligations. In the event that (i) that the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under this Sixteenth Supplemental Indenture, the Offered Securities Notes and the Security Documents have been satisfied and discharged by the payment in full of the Issuers’ Issuer’s obligations under the Offered SecuritiesNotes, this Sixteenth 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 Sixteenth Supplemental Indenture occurs under Article XV of this Indenture with respect to the Offered Securities8 or 13, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral with respect the Offered SecuritiesCollateral, and any rights it has under the Offered SecuritiesSecurity Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee, and the Trustee and shall (or 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, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Release Upon Termination of the Issuer’s Obligations. In the event that (i) that the Issuers deliver Issuer delivers to the Trustee, in form and substance reasonably acceptable to it, an Authorized Officer’s Certificate 's certificate and Opinion opinion of Counsel legal counsel (which may be counsel to the Issuer) certifying that all the Obligations obligations under this Trust Indenture, the Offered Securities Notes and the Collateral Agreement (other than contingent or unliquidated obligations or liabilities not then due) have been satisfied and discharged by the payment in full of the Issuers’ Issuer's obligations under the Offered SecuritiesNotes, this Trust Indenture and the Collateral Agreement, and all such Obligations obligations have been so satisfied, or (ii) a discharge, legal defeasance discharge or covenant defeasance occurs under Article XV of this Indenture with respect to the Offered SecuritiesXII, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral with respect the Offered SecuritiesCollateral, and any rights it has under the Offered SecuritiesCollateral Agreement, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien in the Collateral with respect to the Offered Securities on behalf of the Trustee and shall (or shall direct shall, at the First Lien Collateral Agent to) expense of the Issuer, do or cause to be done all acts reasonably necessary to release such lien, with respect to the Offered Securities, lien as soon as is reasonably practicable.
Appears in 1 contract
Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuers deliver Issuer delivers to the Trustee, in form First Lien Trustee and substance acceptable to it, the First Lien Collateral Agent an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the (i) payment in full of the Issuers’ obligations under principal of, premium (if any), together with accrued and unpaid interest on, the Offered Securities, Notes and all other First Priority Notes Obligations that are due and payable at or prior to the time such Obligations have been so satisfiedprincipal, together with accrued and unpaid interest, are paid or (ii) a discharge, the Issuers shall have exercised their legal defeasance option or their covenant defeasance occurs under option, in each case in compliance with the provisions of Article XV VIII, and an Opinion of this Indenture with respect Counsel stating that all conditions precedent to the Offered Securitiesexecution and delivery of such notice by the First Lien Trustee have been satisfied, the First Lien Trustee shall deliver to the Issuers and the First Lien Collateral Agent a notice stating that the First Lien Trustee, on behalf of the Holders holders of the Offered SecuritiesNotes, disclaims and gives up any and all rights it has in or to the First Lien Collateral (other than with respect to funds held by the Offered SecuritiesFirst Lien Trustee pursuant to Article VIII), and any rights it has under the Offered SecuritiesFirst Lien Collateral Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the First Lien Collateral with respect to the Offered Securities on behalf of the First Lien Trustee or the holders of the Notes and shall (or shall direct the First Lien Collateral Agent to) 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, with respect to the Offered Securities, Lien as soon as is reasonably practicablepracticable without recourse to or warranty by the First Lien Collateral Agent.
Appears in 1 contract
Samples: Indenture (Mallinckrodt PLC)
Release Upon Termination of the Issuer’s Obligations. In the event that (i) that the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under this Sixth Supplemental Indenture, the Offered Securities Notes and the Security Documents have been satisfied and discharged by the payment in full of the Issuers’ Issuer’s obligations under the Offered SecuritiesNotes, 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 XV of this Indenture with respect to the Offered Securities8 or 13, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral with respect the Offered SecuritiesCollateral, and any rights it has under the Offered SecuritiesSecurity Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee, and the Trustee and shall (or 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, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Release Upon Termination of the Issuer’s Obligations. In the event that (i) that the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under this Twenty-Eighth Supplemental Indenture, the Offered Securities Notes and the Security Documents have been satisfied and discharged by the payment in full of the Issuers’ Issuer’s obligations under the Offered SecuritiesNotes, this Twenty-Eighth 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 Twenty-Eighth Supplemental Indenture occurs under Article XV of this Indenture with respect to the Offered Securities8 or 13, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral with respect the Offered SecuritiesCollateral, and any rights it has under the Offered SecuritiesSecurity Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee, and the Trustee and shall (or 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, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Release Upon Termination of the Issuer’s Obligations. In the event that (i) that the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under this Twenty-Third Supplemental Indenture, the Offered Securities Notes and the Security Documents have been satisfied and discharged by the payment in full of the Issuers’ Issuer’s obligations under the Offered SecuritiesNotes, this Twenty-Third 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 Twenty-Third Supplemental Indenture occurs under Article XV of this Indenture with respect to the Offered Securities8 or 13, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral with respect the Offered SecuritiesCollateral, and any rights it has under the Offered SecuritiesSecurity Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee, and the Trustee and shall (or 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, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the Trustee and the Notes Collateral Agent an Officers’ Certificate certifying that (i) the Issuers deliver to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the payment in full of the Issuers’ obligations under principal of, together with accrued and unpaid interest on, the Offered Securities, Notes and all such other Obligations have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance occurs under Article XV of this Indenture with respect to the Offered SecuritiesNotes, the Subsidiary Guarantees and the Note Security Documents that were due and payable at or prior to the time such principal, together with accrued and unpaid interest, were paid or (ii) the Issuer shall have either (x) exercised its Legal Defeasance option or its Covenant Defeasance option, in each case in compliance with the provisions of Article 8 or (y) satisfied and discharged this Indenture as to the Notes in compliance with the provisions of Article 12, and in each case of (i) and (ii), an Opinion of Counsel stating that all conditions precedent to the release of such Lien in the Collateral by the Trustee have been satisfied, the Trustee and the Notes Collateral Agent shall deliver to the Issuers and the First Issuer an acknowledgement of a release of Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered Securities, disclaims and gives up any and all rights it has in or to the Collateral with respect the Offered Securities, and any rights it has under the Offered Securities, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien in the Collateral with respect to the Offered Securities on behalf of the Trustee without recourse, representations or warranties and shall (or shall direct the First Lien Collateral Agent to) do or cause to be done (at the expense of the Issuer) all acts reasonably necessary requested of them to release such lien, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Samples: Indenture (DT Midstream, Inc.)
Release Upon Termination of the Issuer’s Obligations. In the event that (i) that the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under this Ninth Supplemental Indenture, the Offered Securities Notes and the Security Documents have been satisfied and discharged by the payment in full of the Issuers’ Issuer’s obligations under the Offered SecuritiesNotes, this Ninth 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 Ninth Supplemental Indenture occurs under Article XV of this Indenture with respect to the Offered Securities8 or 13, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral with respect the Offered SecuritiesCollateral, and any rights it has under the Offered SecuritiesSecurity Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee, and the Trustee and shall (or 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, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the payment in full of the Issuers’ Issuer’s obligations under the Offered Securities, and all such Obligations have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance occurs under Article XV of this Indenture with respect to the Offered Securities, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered Securities, disclaims and gives up any and all rights it has in or to the Collateral with respect the Offered Securities, and any rights it has under the Offered Securities, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien in the Collateral with respect to the Offered Securities on behalf of the Trustee and shall (or shall direct the First Lien Collateral Agent to) do or cause to be done all acts reasonably necessary to release such lien, with respect to the Offered Securities, as soon as is reasonably practicable.
Appears in 1 contract
Samples: Indenture (ADT Inc.)
Release Upon Termination of the Issuer’s Obligations. In With respect to each series of First Lien Notes, in the event that the Issuer delivers to the Trustee an Officer’s Certificate certifying that (i) the Issuers deliver to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the payment in full of the Issuers’ obligations under principal of, together with accrued and unpaid interest and premium, if any, on, the Offered Securities, First Lien Notes of such series and all other Obligations related to such Obligations have been so satisfiedseries of First Lien Notes under this Indenture, the First Lien Notes of such series, the First Lien Note Guarantees of such series of First Lien Notes and the Collateral Documents of such series that are due and payable at or prior to the time such principal, together with accrued and unpaid interest and premium, if any, are paid or (ii) a discharge, legal defeasance the Issuer shall have exercised its Legal Defeasance option or covenant defeasance occurs under Article XV of this Indenture its Covenant Defeasance option with respect to such series of First Lien Notes, in each case in compliance with the Offered Securitiesprovisions of ARTICLE VIII, the Trustee shall deliver to the Issuers Issuer and the First Lien Notes Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered Securitiessuch series of First Lien Notes, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Offered SecuritiesTrustee pursuant to ARTICLE VIII), and any rights it has under the Offered SecuritiesCollateral Documents with respect to such series, and upon receipt by the First Lien Notes Collateral Agent of such notice, the First Lien Notes Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities such series of First Lien Notes on behalf of the Trustee and shall (or shall direct the First Lien Collateral Agent to) do or cause to be done (at the expense of the Issuer) all acts reasonably necessary requested by the Issuer to release such lien, with respect to the Offered Securities, Xxxx (and/or provide confirmation in writing thereof) as soon as is reasonably practicable.
Appears in 1 contract
Samples: Indenture (iHeartMedia, Inc.)
Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuers deliver to the Trustee, in form and substance acceptable to it, Trustee an Officer’s Certificate and 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 First Priority Notes Obligations that are due and payable at or prior to the Obligations under the Offered Securities time such principal, together with accrued and unpaid interest, are paid, (ii) this Indenture shall have been satisfied and discharged by the payment in full of the Issuers’ obligations under the Offered Securities, and all such Obligations have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance occurs under Article XV of this Indenture with respect to the Offered SecuritiesNotes as set forth in Section 8.05 or (iii) the Issuers shall have exercised its Legal Defeasance option or their Covenant Defeasance option, in each case in compliance with the provisions of Section 8.02 or 8.03, as applicable, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the Trustee have been satisfied, the Trustee shall deliver to the Issuers and the First Lien Collateral Agent a notice notice, in form reasonably satisfactory to the Collateral Agent, stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral without representation, warranty or recourse (other than with respect to funds held by the Offered SecuritiesTrustee pursuant to Section 8.02 or 8.03, as applicable), and any rights it has under the Offered SecuritiesCollateral Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee and the Holders and shall (or shall direct the First Lien Collateral Agent to) execute and deliver all documents and 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, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Samples: Indenture (Transact LTD)
Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuers deliver Issuer delivers to the Trustee, in form and substance reasonably acceptable to itthe Trustee, an Officer’s Officers’ Certificate and Opinion of Counsel certifying that (i) payment in full of the principal of, together with premium, if any, and accrued and unpaid interest on, the Securities and all other Obligations with respect to the Securities under this 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, (ii) all the Obligations under this Indenture, the Offered Securities and the Security Documents have been satisfied and discharged by complying with the payment in full provisions of the Issuers’ obligations under the Offered Securities, and all such Obligations have been so satisfied, Article 8 or (iiiii) a discharge, the Issuer shall have exercised its legal defeasance option or its covenant defeasance occurs under option, in each case in compliance with the provisions of Article XV of this Indenture with respect to the Offered Securities8, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Notes Collateral (other than with respect to funds held by the Offered SecuritiesTrustee pursuant to Article 8), and any rights it has under the Offered SecuritiesSecurity Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Notes Collateral with respect to the Offered Securities on behalf of the Trustee and shall (or shall direct the First Lien Collateral Agent to) do or cause to be done all acts reasonably necessary to release such lien, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the Trustee an Officers’ Certificate certifying that (i) payment in full of the Issuers deliver principal of, together with premium, if any, and accrued and unpaid interest on, the Securities, the applicable Exit Fee and all other Obligations with respect to the TrusteeSecurities under this Indenture, in form the Guarantees and substance acceptable the Security Documents that are due and payable at or prior to itthe time such principal, an Officer’s Certificate together with premium, if any, accrued and Opinion of Counsel certifying that unpaid interest (including additional interest, if any) and the applicable Exit Fee, are paid, (ii) all the Obligations under this Indenture, the Offered Securities and the Security Documents have been satisfied and discharged by complying with the payment in full provisions of the Issuers’ obligations under the Offered Securities, and all such Obligations have been so satisfied, Article 8 or (iiiii) a discharge, the Issuer shall have exercised its legal defeasance option or its covenant defeasance occurs under option, in each case in compliance with the provisions of Article XV of this Indenture with respect to the Offered Securities8, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Notes Collateral (other than with respect to funds held by the Offered SecuritiesTrustee pursuant to Article 8), and any rights it has under the Offered SecuritiesSecurity Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Notes Collateral with respect to the Offered Securities on behalf of the Trustee and shall (or shall direct the First Lien Collateral Agent to) do or cause to be done all acts reasonably necessary requested by the Issuer to release such lien, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Release Upon Termination of the Issuer’s Obligations. In the event that (i) that the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under this Tenth Supplemental Indenture, the Offered Securities Notes and the Security Documents have been satisfied and discharged by the payment in full of the Issuers’ Issuer’s obligations under the Offered SecuritiesNotes, this Tenth 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 Tenth Supplemental Indenture occurs under Article XV of this Indenture with respect to the Offered Securities8 or 13, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral with respect the Offered SecuritiesCollateral, and any rights it has under the Offered SecuritiesSecurity Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee, and the Trustee and shall (or 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, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, Trustee an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the (i) payment in full of the Issuers’ obligations principal of, together with accrued and unpaid interest on, the Notes and all other Obligations under this Indenture, the Offered Securities, the Note Guarantees and all the Security Documents that are due and payable at or prior to the time such Obligations have been so satisfiedprincipal, together with accrued and unpaid interest, are paid (other than contingent indemnification obligations that, pursuant to the terms of this Indenture and the Security Documents, survive the termination thereof) or (ii) a dischargethe Issuer shall have exercised its Legal Defeasance option or its Covenant Defeasance option, legal defeasance or covenant defeasance occurs under in each case in compliance with the provisions of Article XV 8, and an Opinion of this Indenture with respect Counsel stating that all conditions precedent to the Offered Securitiesexecution and delivery of such notice by the Trustee have been satisfied, the Trustee shall deliver to the Issuers Issuer and the First Lien Notes Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Offered SecuritiesTrustee pursuant to Article 8), and any rights it has under the Offered SecuritiesSecurity Documents other than any obligations that by their terms expressly survive, and upon receipt by the First Lien Notes Collateral Agent of such notice, the First Lien Notes Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee and shall (or shall direct the First Lien Collateral Agent to) do or cause to be done all acts reasonably necessary to release such lien, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Samples: Indenture (LSB Industries Inc)
Release Upon Termination of the Issuer’s Obligations. In the event that the Issuer delivers to the Second Lien Trustee an Officers’ Certificate certifying that (i) the Issuers deliver to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the payment in full of the Issuers’ obligations under principal of, premium (if any), together with accrued and unpaid interest on, the Offered Securities, Notes and all other Second Priority Notes Obligations that are due and payable at or prior to the time such Obligations have been so satisfiedprincipal, together with accrued and unpaid interest, are paid or (ii) a discharge, the Issuers shall have exercised their legal defeasance option or their covenant defeasance occurs under option, in each case in compliance with the provisions of Article XV VIII, and an Opinion of this Indenture with respect Counsel stating that all conditions precedent to the Offered Securitiesexecution and delivery of such notice by the Second Lien Trustee have been satisfied, the Second Lien Trustee shall deliver to the Issuers and the First Second Lien Collateral Agent a notice stating that the Second Lien Trustee, on behalf of the Holders holders of the Offered SecuritiesNotes, disclaims and gives up any and all rights it has in or to the Second Lien Collateral (other than with respect to funds held by the Offered SecuritiesSecond Lien Trustee pursuant to Article VIII), and any rights it has under the Offered SecuritiesSecond Lien Collateral Documents, and upon receipt by the First Second Lien Collateral Agent of such notice, the First Second Lien Collateral Agent shall be deemed not to hold a lien Lien in the Second Lien Collateral with respect to the Offered Securities on behalf of the Second Lien Trustee or the holders of the Notes and shall (or shall direct the First Lien Collateral Agent to) 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, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Samples: Indenture (Mallinckrodt PLC)
Release Upon Termination of the Issuer’s Obligations. In the event that (i) that the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under this Twenty-Fifth Supplemental Indenture, the Offered Securities Notes and the Security Documents have been satisfied and discharged by the payment in full of the Issuers’ Issuer’s obligations under the Offered SecuritiesNotes, this Twenty-Fifth 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 Twenty-Fifth Supplemental Indenture occurs under Article XV of this Indenture with respect to the Offered Securities8 or 13, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral with respect the Offered SecuritiesCollateral, and any rights it has under the Offered SecuritiesSecurity Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee, and the Trustee and shall (or 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, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Release Upon Termination of the Issuer’s Obligations. In the event that (i) that the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under this Eighth Supplemental Indenture, the Offered Securities Notes and the Security Documents have been satisfied and discharged by the payment in full of the Issuers’ Issuer’s obligations under the Offered SecuritiesNotes, this Eighth 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 Eighth Supplemental Indenture occurs under Article XV of this Indenture with respect to the Offered Securities8 or 13, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral with respect the Offered SecuritiesCollateral, and any rights it has under the Offered SecuritiesSecurity Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee, and the Trustee and shall (or 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, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuers deliver to the Second-Priority Trustee, in form and substance reasonably acceptable to it, an Officer’s Officers’ Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the (i) payment in full of the Issuers’ obligations under principal of, together with accrued and unpaid interest (including additional interest, if any) on, the Offered Securities, Second-Priority Notes and all other Obligations under this Second-Priority Indenture, the Guarantees and the Second-Priority Security Documents that are due and payable at or prior to the time such Obligations have been so satisfiedprincipal, together with accrued and unpaid interest, are paid or (ii) a dischargethe Issuers shall have exercised their Legal Defeasance option or its Covenant Defeasance option, legal defeasance or covenant defeasance occurs under in each case in compliance with the provisions of Article XV of this Indenture with respect to the Offered SecuritiesThirteen, the Second-Priority Trustee shall deliver to the Issuers and the First Lien Second-Priority Collateral Agent a notice stating that the Second-Priority Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Offered SecuritiesSecond-Priority Trustee pursuant to Article Thirteen), and any rights it has under the Offered SecuritiesSecond-Priority Security Documents, and upon receipt by the First Lien Second-Priority Collateral Agent of such notice, the First Lien Second-Priority Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Second-Priority Trustee and shall (or shall direct the First Lien Collateral Agent to) do or cause to be done all acts reasonably necessary to release such lien, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, Trustee an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the (i) payment in full of the Issuers’ obligations under principal of, together with accrued and unpaid interest on, the Offered Securities, Notes and all other Notes Obligations that are due and payable at or prior to the time such Obligations have been so satisfiedprincipal, together with accrued and unpaid interest, are paid or (ii) a discharge, the Issuer shall have exercised its legal defeasance option or its covenant defeasance occurs under Article XV option, in each case in accordance with Section 8.01 and 8.02 hereof, as applicable, and an Opinion of this Indenture with respect Counsel stating that all conditions precedent to the Offered Securitiesexecution and delivery of such notice by the Trustee have been satisfied, the Trustee shall deliver to the Issuers Issuer and the First Lien Notes Collateral Agent a notice notice, in form reasonably satisfactory to the Notes Collateral Agent, stating that the Trustee, on behalf of the Holders of the Offered Securitiesholders, disclaims and gives up any and all rights it has in or to the Collateral solely on behalf of the holders without representation, warranty or recourse (other than with respect to funds held by the Offered SecuritiesTrustee pursuant to Section 8.03 hereof, as applicable), and any rights it has under the Offered Securities, Security Documents solely on behalf of the holders of the Notes and upon receipt by the First Lien Notes Collateral Agent of such notice, the First Lien Notes Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee and shall (or shall direct the First Lien Collateral Agent to) 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, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Samples: Indenture (Chart Industries Inc)
Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuers deliver Issuer delivers to the Trustee, in form and substance reasonably acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the (i) payment in full of the Issuers’ obligations under principal of, together with accrued and unpaid interest on, all of the Offered Securities, Notes and all other Obligations under this Indenture, the Guarantees and the Collateral Documents, that are due and payable at or prior to the time such Obligations have been so satisfiedprincipal, together with accrued and unpaid interest, are paid or (ii) a discharge, the Issuer shall have exercised its legal defeasance option or its covenant defeasance occurs under option, in compliance with the provisions of Article XV 8, or its satisfaction and discharge option, in compliance with the provisions of this Indenture Article 12 hereof, in each case with respect to all of the Offered SecuritiesNotes, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral (other than its rights under Section 7.07 and with respect to funds held by the Offered SecuritiesTrustee pursuant to Article 8 and Article 12), and any rights it has under the Offered SecuritiesCollateral Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee and upon request of and at the expense of the Issuer shall (or shall direct execute any release documents prepared by the First Lien Collateral Agent to) Issuer and do or cause to be done all other acts reasonably necessary to release such lien, with respect to the Offered Securities, as soon as is reasonably practicableLien.
Appears in 1 contract
Samples: Indenture (Vivint Smart Home, Inc.)
Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, Trustee an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the (i) payment in full of the Issuers’ obligations under principal of, together with accrued and unpaid interest and premium, if any, on, the Offered Securities, Notes and all other Obligations under this Indenture, the Notes, the Guarantees and the Security Documents that are due and payable at or prior to the time such Obligations have been so satisfiedprincipal, together with accrued and unpaid interest and premium, if any, are paid or (ii) a dischargethe Issuer shall have exercised its Legal Defeasance option or its Covenant Defeasance option, legal defeasance or covenant defeasance occurs under in each case in compliance with the provisions of Article XV of this Indenture with respect to the Offered Securities8, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Offered SecuritiesTrustee pursuant to Article 8), and any rights it has under the Offered SecuritiesSecurity Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee and shall (or shall direct the First Lien Collateral Agent to) do or cause to be done (at the expense of the Issuer) all acts reasonably necessary requested by the Issuer to release such lien, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Release Upon Termination of the Issuer’s Obligations. In the event that (i) that the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under this Eighteenth Supplemental Indenture, the Offered Securities Notes and the Security Documents have been satisfied and discharged by the payment in full of the Issuers’ Issuer’s obligations under the Offered SecuritiesNotes, this Eighteenth 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 Eighteenth Supplemental Indenture occurs under Article XV of this Indenture with respect to the Offered Securities8 or 13, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral with respect the Offered SecuritiesCollateral, and any rights it has under the Offered SecuritiesSecurity Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee, and the Trustee and shall (or 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, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, Trustee an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the (i) payment in full of the Issuers’ obligations under principal of, together with accrued and unpaid interest on, any Series of the Offered Securities, Notes and all other First Priority Notes Obligations that are due and payable at or prior to the time such Obligations have been so satisfiedprincipal, together with accrued and unpaid interest, are paid or (ii) a dischargethe Issuer shall have exercised its Legal Defeasance option or their Covenant Defeasance option, legal defeasance in each case in compliance with the provisions of Section 8.02 or covenant defeasance occurs under Article XV 8.03 of this Indenture with respect the Base Indenture, as applicable, and an Officer’s Certificate stating that all conditions precedent to the Offered Securitiesexecution and delivery of such notice by the Trustee have been satisfied, the Trustee shall deliver to the Issuers Issuer and the First Lien Notes Collateral Agent a notice notice, in form reasonably satisfactory to the Notes Collateral Agent, stating that the Trustee, on behalf of the Holders of the Offered Securitiessuch Series of Notes, disclaims and gives up any and all rights it has in or to the Collateral 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 Offered SecuritiesTrustee pursuant to Section 8.02 or 8.03 of the Base Indenture, as applicable), and any rights it has under the Offered Securities, Collateral Documents solely on behalf of the Holders of the Notes and upon receipt by the First Lien Notes Collateral Agent of such notice, the First Lien Notes Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee and shall (or shall direct the First Lien Collateral Agent to) 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, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Release Upon Termination of the Issuer’s Obligations. In the event that (i) that the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under this Second Supplemental Indenture, the Offered Securities Notes and the Security Documents have been satisfied and discharged by the payment in full of the Issuers’ Issuer’s obligations under the Offered SecuritiesNotes, this Second 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 Second Supplemental Indenture occurs under Article XV of this Indenture with respect to the Offered Securities8 or 13, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral with respect the Offered SecuritiesCollateral, and any rights it has under the Offered SecuritiesSecurity Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee, and the Trustee and shall (or 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, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Release Upon Termination of the Issuer’s Obligations. In the event that (i) that the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under this Fifteenth Supplemental Indenture, the Offered Securities Notes and the Security Documents have been satisfied and discharged by the payment in full of the Issuers’ Issuer’s obligations under the Offered SecuritiesNotes, this Fifteenth 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 Fifteenth Supplemental Indenture occurs under Article XV of this Indenture with respect to the Offered Securities8 or 13, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral with respect the Offered SecuritiesCollateral, and any rights it has under the Offered SecuritiesSecurity Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee, and the Trustee and shall (or 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, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
Appears in 1 contract
Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuers deliver Issuer delivers to the Trustee, in form Trustee and substance acceptable to it, the Notes Collateral Agent an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the (i) payment in full of the Issuers’ obligations under principal of, together with accrued and unpaid interest, if any, on, the Offered Securities, Notes and all other Note Obligations that were due and payable at or prior to the time such Obligations have been so satisfiedprincipal, or together with accrued and unpaid interest, if any, were paid, (ii) a discharge, legal defeasance the Issuer shall have either (x) exercised its Legal Defeasance option or covenant defeasance occurs under Article XV of this Indenture its Covenant Defeasance option with respect to the Offered SecuritiesNotes, in each case in compliance with the provisions of Article Thirteen hereof, or (y) satisfied and discharged this Indenture as to the Notes in compliance with the provisions of Article Four hereof, or (iii) the Liens on the Collateral securing the Notes shall have been released and discharged pursuant to the applicable provisions of the First Lien/Second Lien Intercreditor Agreement, and (iv) in each case of (i), (ii), and (iii) above, that such release is permitted by this Indenture and the Security Documents, and in each case of (i), (ii), and (iii) above, an Opinion of Counsel stating that all conditions precedent to the release of such Lien on the Collateral by the Trustee and the Notes Collateral Agent have been satisfied, the Trustee and the Notes Collateral Agent shall deliver to the Issuers and the First Lien Collateral Agent a notice stating that the Trustee, on behalf Issuer an acknowledgement of the Holders of the Offered Securitiesrelease or a release, disclaims and gives up any and all rights it has in or to the Collateral with respect the Offered Securitiesas applicable, and any rights it has under the Offered Securities, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien in on the Collateral with respect to the Offered Securities on behalf of the Trustee Notes without recourse, representations or warranties and shall (or shall direct the First Lien Collateral Agent to) do or cause to be done (at the expense of the Issuer) all acts reasonably necessary requested of them to release such lien, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
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Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuers deliver to the Trustee, in form and substance acceptable to it, Trustee an Officer’s Certificate and Opinion of Counsel certifying that (i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all the other Obligations under this Indenture, the Offered Securities Notes, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid, (ii) this Indenture shall have been satisfied and discharged in compliance with the provisions of Article XI or (iii) the Issuers shall have exercised their Legal Defeasance option or their Covenant Defeasance option, in each case in compliance with the provisions of Article VIII, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such notice by the payment in full of the Issuers’ obligations under the Offered Securities, and all such Obligations Trustee have been so satisfied, or (ii) a discharge, legal defeasance or covenant defeasance occurs under Article XV of this Indenture with respect to the Offered Securities, the Trustee shall deliver to the Issuers and the First Lien Collateral Agent a notice notice, in form reasonably satisfactory to the Collateral Agent, stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Offered SecuritiesTrustee pursuant to Article VIII), and any rights it has under the Offered SecuritiesCollateral Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee and shall (or shall direct the First Lien Collateral Agent to) 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, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
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Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, Trustee an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the (i) payment in full of the Issuers’ obligations principal of, together with accrued and unpaid interest on, the Notes and all other Obligations under this Indenture, the Notes, the Guarantees and the Security Documents (including any Other Pari Passu Lien Obligations that have been designated as “Additional Obligations” under the Offered SecuritiesCollateral Agreement) that are due and payable at or prior to the time such principal, together with accrued and all such Obligations have been so satisfiedunpaid interest, are paid or (ii) a dischargethe Issuer shall have exercised its Legal Defeasance option or its Covenant Defeasance option, legal defeasance or covenant defeasance occurs under in each case in compliance with the provisions of Article XV 8, and an Opinion of this Indenture with respect Counsel stating that all conditions precedent to the Offered Securitiesexecution and delivery of such notice by the Trustee have been satisfied and that no other “Additional Obligations” under the Collateral Agreement are entitled to the benefits of the collateral provided for thereunder, the Trustee shall deliver to the Issuers Issuer and the First Lien Notes Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Offered SecuritiesTrustee pursuant to Article 8), and any rights it has under the Offered SecuritiesSecurity Documents, and upon receipt by the First Lien Notes Collateral Agent of such notice, the First Lien Notes Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee and shall (or shall direct the First Lien Collateral Agent to) do or cause to be done all acts reasonably necessary requested by the Issuer to release such lien, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
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Release Upon Termination of the Issuer’s Obligations. In the event that (i) that the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under this Fourth Supplemental Indenture, the Offered Securities Notes and the Security Documents have been satisfied and discharged by the payment in full of the Issuers’ Issuer’s obligations under the Offered SecuritiesNotes, this Fourth 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 Fourth Supplemental Indenture occurs under Article XV of this Indenture with respect to the Offered Securities8 or 13, the Trustee shall deliver to the Issuers Issuer and the First Lien Collateral Agent a notice stating that the Trustee, on behalf of the Holders of the Offered SecuritiesHolders, disclaims and gives up any and all rights it has in or to the Collateral with respect the Offered SecuritiesCollateral, and any rights it has under the Offered SecuritiesSecurity Documents, and upon receipt by the First Lien Collateral Agent of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien Lien in the Collateral with respect to the Offered Securities on behalf of the Trustee, and the Trustee and shall (or 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, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
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Release Upon Termination of the Issuer’s Obligations. In the event that (i) the Issuers deliver Issuer delivers to the Trustee, in form and substance acceptable to it, Trustee an Officer’s Certificate and Opinion of Counsel certifying that all the Obligations under the Offered Securities have been satisfied and discharged by the (i) payment in full of the Issuers’ obligations under principal of, together with accrued and unpaid interest, if any, on, the Offered Securities, Notes and all other Note Obligations that were due and payable at or prior to the time such Obligations have been so satisfiedprincipal, together with accrued and unpaid interest, if any, were paid or (ii) a discharge, legal defeasance the Issuer shall have either (x) exercised its Legal Defeasance option or covenant defeasance occurs under Article XV of this Indenture its Covenant Defeasance option with respect to the Offered SecuritiesNotes, in each case in compliance with the provisions of Article Thirteen hereof or (y) satisfied and discharged this Indenture as to the Notes in compliance with the provisions of Article Four hereof, and in each case of (i) and (ii) above, an Opinion of Counsel stating that all conditions precedent to the release of such Lien on the Collateral by the Trustee and the Notes Collateral Agent have been satisfied, the Trustee and the Notes Collateral Agent shall deliver to the Issuers and the First Lien Collateral Agent Issuer a notice stating that the Trustee, on behalf of the Holders of the Offered Securities, disclaims and gives up any and all rights it has in or to the Collateral with respect the Offered Securities, and any rights it has under the Offered Securities, and upon receipt by the First Lien Collateral Agent release of such notice, the First Lien Collateral Agent shall be deemed not to hold a lien in on the Collateral with respect to the Offered Securities on behalf of the Trustee Notes without recourse, representations or warranties and shall (or shall direct the First Lien Collateral Agent to) do or cause to be done (at the expense of the Issuer) all acts reasonably necessary requested of them to release such lien, with respect to the Offered Securities, Lien as soon as is reasonably practicable.
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