Releases of Collateral. The Liens securing the Notes and the Guarantees will, automatically and without the need for any further action by any Person be released: (a) in whole or in part, with the consent of the requisite holders in accordance with Article IX, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes: (b) in whole, upon: (i) Discharge of this Indenture under Section 8.8 hereof; or (ii) a legal defeasance or covenant defeasance of this Indenture under Article VIII hereof; (iii) upon payment in full of principal, interest and all other Obligations on the Notes issued under this Indenture; (c) in part, as to any asset constituting Collateral: (i) that is sold or otherwise disposed of by the Company or any of the Guarantors (other than any such sale to the Company or a Guarantor) in a transaction permitted under Section 4.10 and the Security Documents (to the extent of the interest sold or disposed of) or otherwise permitted by this Indenture and the Security Documents, if all other Liens on that asset securing the ABL Obligations and any Permitted Additional Pari Passu Obligations then secured by that asset (including all commitments thereunder) are released; (ii) [reserved]; (iii) that becomes Excluded Property; or (iv) that is otherwise released in accordance with, and as expressly provided for in accordance with, the Intercreditor Agreement, this Indenture and the Security Documents.
Appears in 1 contract
Releases of Collateral. The Liens securing the Notes Securities and the Guarantees will, automatically and without the need for any further action by any Person be released:
(a1) in whole or in part, with the consent as applicable, as to all or any portion of the requisite holders property subject to such Liens which has been taken by eminent domain, condemnation or other similar circumstances in accordance with Article IX, including consents obtained the terms of Section 4.06 and Section 4.15;
(2) in connection with a tender offer or exchange offer for, or purchase whole upon:
(a) payment in full of the principal of, Notes:together with accrued and unpaid interest on, the Securities 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 principal, together with accrued and unpaid interest, are paid;
(b) in whole, upon:
(i) Discharge satisfaction and discharge of this Indenture as set forth under Section 8.8 hereofArticle 8; or
(iic) a legal defeasance or covenant defeasance of this Indenture as set forth under Article VIII hereof8;
(iii) upon payment in full of principal, interest and all other Obligations on the Notes issued under this Indenture;
(c3) in part, as to any asset constituting Collateral:
property that (ia) that is sold sold, transferred or otherwise disposed of by the Company or any of the Guarantors Subsidiary Guarantor (other than any such sale to the Company or a another Subsidiary Guarantor) in a transaction permitted under Section 4.10 and the Security Documents (to the extent of the interest sold or disposed of) or otherwise permitted not prohibited by this Indenture at the time of such transfer or disposition, including, without limitation, as a result of a transaction of the type permitted under Sections 4.06 and 5.01 or (b) is owned or at any time acquired by a Guarantor that has been released from its Guarantee, concurrently with the Security Documents, if release of such Guarantee;
(4) as to property that constitutes all other Liens on that asset or substantially all of the Collateral securing the ABL Securities, with the consent of each Holder of the Securities and each holder of any Permitted Additional Pari Passu Obligations outstanding;
(5) as to property that constitutes less than all or substantially all of the Collateral securing the Securities, with the consent of the Holders of at least 662/3% of the aggregate principal amount of Securities and any Permitted Additional Pari Passu Obligations then secured by that asset (including all commitments thereunder) are releasedoutstanding;
(ii6) [reserved];
(iii) that becomes Excluded Property; or
(iv) that is otherwise released in part, in accordance with, with the applicable provisions of the Security Documents and as expressly provided for in accordance with, the Intercreditor Agreement, this Indenture ; and
(7) upon a release of any ABL Priority Collateral that is disposed of in accordance with the terms of the Credit Agreement and the Security Documentsrelated security documents. In addition, to the extent necessary and for so long as required for such Subsidiary Guarantor not to be subject to any requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act to file separate financial statements with the SEC (or any other governmental agency), the Capital Stock and other securities of any Subsidiary Guarantor shall not be included in the Collateral with respect to the Securities (or any Permitted Additional Pari Passu Obligations outstanding) so affected and shall not be subject to the Liens securing such Securities and any Permitted Additional Pari Passu Obligations.
Appears in 1 contract
Samples: Indenture (Freedom Group, Inc.)
Releases of Collateral. The Liens securing the Notes and the Guarantees will, automatically and without the need for any further action by any Person Secured Obligations will be released:
(a1) in whole, upon the payment in full in cash of all Secured Obligations;
(2) in part, with respect to any asset constituting Collateral (other than any Equity Interests of the Issuer), if such asset is sold or otherwise disposed of to a Person that is not (either before or after giving effect to such transaction) the Parent or a Restricted Subsidiary in a transaction that is not prohibited by this Indenture, subject to compliance with Section 4.10 and the Collateral Agreements (other than the provisions thereof relating to the future use of the proceeds of such sale or other disposition), and the Issuer has delivered to the Collateral Agent and the Trustee an Officers’ Certificate and Opinion of Counsel (with customary assumptions and qualifications for such types of opinion) certifying to such effect; provided that (i) pending its application or use in compliance with Section 4.10, any cash received from a disposition of Collateral shall be deposited in a deposit account controlled by the Collateral Agent and held as Collateral and, from such deposit account, the applicable Collateral Grantor may withdraw funds to deploy the proceeds of an Asset Sale in compliance with Section 4.10, and (ii) to the extent that any Collateral is sold or otherwise disposed of in accordance with the terms of Section 4.10, the non-cash consideration received shall be pledged as Collateral under the Collateral Agreements contemporaneously with such sale, in accordance with the requirements of this Indenture and the Collateral Agreements;
(3) in whole, upon Legal Defeasance pursuant to Section 8.02, Covenant Defeasance pursuant to Section 8.03 or Discharge pursuant to Section 8.08;
(4) in part, with respect to the assets of any Issuer Subsidiary Guarantor that is released from its Note Guarantee in accordance with Section 10.02; or
(5) in whole or in part, with the consent of the requisite holders Holders as provided in accordance with Article IX, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes:
(b) in whole, upon:
(i) Discharge of this Indenture under Section 8.8 hereof; or
(ii) a legal defeasance or covenant defeasance of this Indenture under Article VIII hereof;
(iii) upon payment in full of principal, interest and all other Obligations on the Notes issued under this Indenture;
(c) in part, as to any asset constituting Collateral:
(i) that is sold or otherwise disposed of by the Company or any of the Guarantors (other than any such sale to the Company or a Guarantor) in a transaction permitted under Section 4.10 and the Security Documents (to the extent of the interest sold or disposed of) or otherwise permitted by this Indenture and the Security Documents, if all other Liens on that asset securing the ABL Obligations and any Permitted Additional Pari Passu Obligations then secured by that asset (including all commitments thereunder) are released;
(ii) [reserved];
(iii) that becomes Excluded Property; or
(iv) that is otherwise released in accordance with, and as expressly provided for in accordance with, the Intercreditor Agreement, this Indenture and the Security Documents9.02.
Appears in 1 contract
Samples: Indenture (Pacific Drilling S.A.)
Releases of Collateral. The Notes Obligations will no longer be required to be secured by Liens on Collateral and the Liens securing the Notes and the Guarantees will, automatically and without the need for any further action by any Person Obligations will be released:
(a) in whole, upon the payment in full of all Notes Obligations (other than contingent obligations or liabilities for which no claim or demand for payment has been made);
(b) upon defeasance or covenant defeasance of the Securities pursuant to Article 8 or if the Company’s obligations under this Indenture are satisfied and discharged pursuant to Article 9;
(c) in part, as provided for in Section 4.13(f);
(d) in part, upon the transfer of a Collateral Rig, the transfer of a Drilling Contract, a Flag Jurisdiction Transfer, a Collateral Rig Substitution or a Drilling Contract Substitution, in each case, in accordance with Section 4.27 and Section 4.29, if applicable;
(e) in part, upon the transfer of any Equity Interests of the Collateral Rig Operator to a Qualified Local Partner, to the extent necessary under local law for the operation of the Collateral Rig in an applicable jurisdiction, and in relation only to such transferred Equity Interests; and
(f) in whole or in part, with the consent of the requisite holders Holders as provided in accordance with Article IX, including consents obtained Section 10.02. Notwithstanding anything to the contrary in connection with a tender offer or exchange offer for, or purchase of, Notes:
(b) in whole, upon:
(i) Discharge of this Indenture under Section 8.8 hereof; or
(ii) a legal defeasance or covenant defeasance of this Indenture under Article VIII hereof;
(iii) upon payment in full of principal, interest and all other Obligations on the Notes issued under this Indenture;
, the Company, the applicable Note Parties, the Collateral Agent, and the Trustee (cif applicable), without notice to or consent of any Holder, may revoke or terminate a control agreement, Account and Receivables Pledge Agreement or Account Pledge Agreement (as applicable) in partwith respect to the Earnings Account or any Charter Account solely for the purposes of facilitating the termination or revocation of any applicable Blocked Period or Blocking Notice provided that a replacement control agreement, Account and Receivables Pledge Agreement or Account Pledge Agreement (as applicable) with respect to the Earnings Account or a Charter Account, as to any asset constituting Collateral:
(i) that applicable, is sold or otherwise disposed entered into with the applicable depositary bank concurrently with such termination of by the Company or any of the Guarantors (other than any such sale to the Company or a Guarantor) in a transaction permitted under Section 4.10 and the Security Documents (to the extent of the interest sold or disposed of) or otherwise permitted by this Indenture and the Security Documents, if all other Liens on that asset securing the ABL Obligations and any Permitted Additional Pari Passu Obligations then secured by that asset (including all commitments thereunder) are released;
(ii) [reserved];
(iii) that becomes Excluded Property; or
(iv) that is otherwise released in accordance with, and as expressly provided for in accordance with, the Intercreditor Agreement, this Indenture and the Security Documentscontrol agreement.
Appears in 1 contract
Samples: Indenture (Transocean Ltd.)
Releases of Collateral. The Liens securing the Notes and the Guarantees Obligations will, automatically and without subject to the need for any further action by any Person provisions of the Intercreditor Agreement, be released:
(a1) in whole, upon the full and final payment and performance of all Notes Obligations;
(2) in part, as to the Capital Stock of a First-Tier Foreign Subsidiary in connection with any sale or other disposition of all of the Capital Stock of such Subsidiary (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company in a transaction that is not prohibited by this Indenture, subject to compliance with Section 4.10;
(3) in whole, upon Legal Defeasance pursuant to Section 8.02, Covenant Defeasance pursuant to Section 8.03 or Discharge of this Indenture pursuant to Section 8.08;
(4) in whole or in part, as applicable, as to any Collateral that constitutes all or substantially all of the Collateral, with the consent of the requisite holders each Holder of an outstanding Note as provided in accordance with Article IX, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes:
(b) in whole, upon:
(i) Discharge of this Indenture under Section 8.8 hereof; or
(ii) a legal defeasance or covenant defeasance of this Indenture under Article VIII hereof9.02(l);
(iii) upon payment in full of principal, interest and all other Obligations on the Notes issued under this Indenture;
(c5) in part, as to any asset constituting Collateral:Collateral other than Capital Stock of a First-Tier Foreign Subsidiary, in connection with any sale or other disposition of such Collateral to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company in a transaction that is not prohibited by this Indenture, subject to compliance with Section 4.10; or
(i6) that is sold in part, as to any property or otherwise disposed assets of by the Company or any of its Restricted Subsidiaries that become subject to a Lien for the Guarantors benefit of the Holders of the Notes pursuant to clause (a) of the first paragraph of Section 4.12, at such time as there are no other Liens of any kind (other than any Permitted Liens) on such sale to property or assets securing Indebtedness, as provided in the Company or a Guarantor) in a transaction permitted under second paragraph of Section 4.10 and the Security Documents (to the extent of the interest sold or disposed of) or otherwise permitted by this Indenture and the Security Documents, if all other Liens on that asset securing the ABL Obligations and any Permitted Additional Pari Passu Obligations then secured by that asset (including all commitments thereunder) are released;
(ii) [reserved];
(iii) that becomes Excluded Property; or
(iv) that is otherwise released in accordance with, and as expressly provided for in accordance with, the Intercreditor Agreement, this Indenture and the Security Documents4.12.
Appears in 1 contract
Releases of Collateral. The Liens securing the Notes and the Guarantees will, automatically and without the need for any further action by any Person Obligations will be released:
(a1) in whole, upon the full and final payment and performance of all Notes Obligations;
(2) in part, as to the Capital Stock of a First-Tier Foreign Subsidiary in connection with any sale or other disposition of all of the Capital Stock of such Subsidiary (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company in a transaction that is not prohibited by this Indenture, subject to compliance with Section 4.10;
(3) in whole, upon Legal Defeasance pursuant to Section 8.02, Covenant Defeasance pursuant to Section 8.03 or Discharge of this Indenture pursuant to Section 8.08;
(4) in whole or in part, as applicable, as to any Collateral that constitutes all or substantially all of the Collateral, with the consent of the requisite holders each Holder of an outstanding Note as provided in accordance with Article IX, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes:
(b) in whole, upon:
(i) Discharge of this Indenture under Section 8.8 hereof; or
(ii) a legal defeasance or covenant defeasance of this Indenture under Article VIII hereof9.02(k);
(iii) upon payment in full of principal, interest and all other Obligations on the Notes issued under this Indenture;
(c5) in part, as to any asset constituting Collateral:Collateral other than Capital Stock of a First-Tier Foreign Subsidiary, in connection with any sale or other disposition of such Collateral to a Person that is not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company in a transaction that is not prohibited by this Indenture, subject to compliance with Section 4.10; or
(i6) that is sold in part, as to any property or otherwise disposed assets of by the Company or any of its Restricted Subsidiaries that become subject to a Lien for the Guarantors benefit of the Holders of the Notes pursuant to clause (a) of the first paragraph of Section 4.12, at such time as there are no other Liens of any kind (other than any Permitted Liens) on such sale to property or assets securing Indebtedness, as provided in the Company or a Guarantor) in a transaction permitted under second paragraph of Section 4.10 and the Security Documents (to the extent of the interest sold or disposed of) or otherwise permitted by this Indenture and the Security Documents, if all other Liens on that asset securing the ABL Obligations and any Permitted Additional Pari Passu Obligations then secured by that asset (including all commitments thereunder) are released;
(ii) [reserved];
(iii) that becomes Excluded Property; or
(iv) that is otherwise released in accordance with, and as expressly provided for in accordance with, the Intercreditor Agreement, this Indenture and the Security Documents4.12.
Appears in 1 contract
Releases of Collateral. The Notes Obligations will no longer be required to be secured by Liens on Collateral and the Liens securing the Notes and the Guarantees will, automatically and without the need for any further action by any Person Obligations will be released:
(a) in whole, upon the payment in full of all Notes Obligations (other than contingent obligations or liabilities for which no claim or demand for payment has been made);
(b) upon defeasance or covenant defeasance of the Securities pursuant to Article 8 or if the Company’s obligations under this Indenture are satisfied and discharged pursuant to Article 9;
(c) in part, as provided for in Section 4.13(f);
(d) in part, upon the transfer of a Collateral Rig, the transfer of a Drilling Contract, a Flag Jurisdiction Transfer, a Collateral Rig Substitution or a Drilling Contract Substitution, in each case, in accordance with Section 4.27 and 4.29, if applicable;
(e) in part, upon the transfer of any Equity Interests of the Collateral Rig Operator to a Qualified Local Partner, to the extent necessary under local law for the operation of the Collateral Rig in an applicable jurisdiction, and in relation only to such transferred Equity Interests; and
(f) in whole or in part, with the consent of the requisite holders Holders as provided in accordance with Article IX, including consents obtained Section 10.02. Notwithstanding anything to the contrary in connection with a tender offer or exchange offer for, or purchase of, Notes:
(b) in whole, upon:
(i) Discharge of this Indenture under Section 8.8 hereof; or
(ii) a legal defeasance or covenant defeasance of this Indenture under Article VIII hereof;
(iii) upon payment in full of principal, interest and all other Obligations on the Notes issued under this Indenture;
, the Company, the applicable Note Parties, the Collateral Agent, and the Trustee (cif applicable), without notice to or consent of any Holder, may revoke or terminate a control agreement, Account and Receivables Pledge Agreement or Account Pledge Agreement (as applicable) in partwith respect to the Earnings Account or any Bareboat Account solely for the purposes of facilitating the termination or revocation of any applicable Blocked Period or Blocking Notice provided that a replacement control agreement, Account and Receivables Pledge Agreement or Account Pledge Agreement (as applicable) with respect to the Earnings Account or a Bareboat Account, as to any asset constituting Collateral:
(i) that applicable, is sold or otherwise disposed entered into with the applicable depositary bank concurrently with such termination of by the Company or any of the Guarantors (other than any such sale to the Company or a Guarantor) in a transaction permitted under Section 4.10 and the Security Documents (to the extent of the interest sold or disposed of) or otherwise permitted by this Indenture and the Security Documents, if all other Liens on that asset securing the ABL Obligations and any Permitted Additional Pari Passu Obligations then secured by that asset (including all commitments thereunder) are released;
(ii) [reserved];
(iii) that becomes Excluded Property; or
(iv) that is otherwise released in accordance with, and as expressly provided for in accordance with, the Intercreditor Agreement, this Indenture and the Security Documentscontrol agreement.
Appears in 1 contract
Samples: Indenture (Transocean Ltd.)
Releases of Collateral. The Liens securing the Notes and the Guarantees will, upon compliance with the conditions precedent to the release of the Collateral together with such documentation, if any, as may be required by this Indenture and upon delivery to the Trustee documents required under the Trust Indenture Act, automatically and without the need for any further action by any Person be released:
(a) in whole or in part, with the consent as applicable, as to all or any portion of the requisite holders in accordance with Article IXproperty subject to such Liens that has been taken by eminent domain, including consents obtained in connection with a tender offer condemnation or exchange offer for, or purchase of, Notes:other similar circumstances;
(b) in whole, as to all property subject to such Liens, upon:
(i1) Discharge payment in full of the principal of, and accrued and unpaid interest and Prepayment Premium (if any) on the Notes; or
(2) satisfaction and discharge of this Indenture under Section 8.8 hereof9.02; or
(ii3) a legal defeasance or covenant defeasance of this Indenture under Article VIII hereof;
(iii) upon payment in full of principal, interest and all other Obligations on the Notes issued under this IndentureIX;
(c) in part, as to any asset constituting Collateral:
property that (i) that is sold sold, transferred or otherwise disposed of by the an Company or any of the Guarantors (other than any such sale to the Company or a Guarantor) Restricted Subsidiary in a transaction permitted under Section 4.10 and not prohibited by this Indenture, at the Security Documents (time of such sale, transfer or disposition, to the extent of the interest sold sold, transferred or disposed ofof or (ii) is owned or otherwise permitted at any time acquired by this Indenture and a Guarantor that has been released from its Guarantee, concurrently with the release of such Guarantee;
(d) as to property that constitutes all or substantially all of the Collateral securing the Notes, with the consent of each holder of the Notes;
(e) if such property becomes Excluded Assets;
(f) as to property that constitutes less than all or substantially all of the Collateral securing the Notes, with the consent of the Holders at least 66 2/3% in aggregate principal amount of the Notes;
(g) in part, in accordance with the applicable provisions of the Security Documents, if all other Liens on that asset securing the ABL Obligations and any Permitted Additional Pari Passu Obligations then secured by that asset (including all commitments thereunder) are released;
(ii) [reserved];
(iii) that becomes Excluded Property; or
(ivh) that is otherwise released upon release of Liens securing Priority Lien Obligations under the circumstances described in accordance with, and as expressly provided for in accordance with, the Intercreditor Agreement; provided, this Indenture however, that, the Company will deliver to the trustee a semi-annual certificate stating that all dispositions of collateral during the relevant six-month period occurred in the Company’s and the Security DocumentsGuarantors’ ordinary course of business and that all of the proceeds were used as permitted herein.
Appears in 1 contract