Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto), as expressly provided for in this Indenture) as to all outstanding Notes when: (1) either (i) all the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent in the name, and at the expense, of the Issuer, and, in the case of this clause (c), the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be; (2) the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and (3) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. (b) Subject to Section 8.2, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. (c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.7 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.
Appears in 4 contracts
Sources: Indenture (Mattel Inc /De/), Indenture (Mattel Inc /De/), Indenture (Mattel Inc /De/)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease When (i) the Issuer delivers to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto), as expressly provided for in this Indenture) as to all outstanding Notes when:
(1) either (i) all the Notes theretofore that have been authenticated and delivered (other than lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid pursuant to the terms of this Indenture and Notes for whose which payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee for cancellation or (ii) (A) all of the outstanding Notes not previously delivered to the Trustee for cancellation (a) have become due and payablepayable by reason of maturity, (b) shall the giving of a notice of redemption or otherwise, will become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, Issuer’s name and at the Issuer’s expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee, as trust funds in cash in U.S. Dollarstrust solely for the benefit of the Holders, cash, U.S. Government Obligations Obligations, or a combination thereof thereof, in an amount sufficient such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption; (B) the Issuer has paid or caused to be paid all sums payable by it under this Indenture with respect to the Notes; and (C) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be, together with irrevocable instructions from then, this Indenture and all of the Issuer’s obligations in respect of the Notes shall, subject to Section 8.1(c), cease to be of further effect, and the Issuer directing shall be deemed to have satisfied and discharged this Indenture and all of its obligations in respect of the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2) Notes. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and
(3) the Issuer has delivered to the Trustee accompanied by an Officer’s Certificate and an Opinion of Counsel stating that and at the cost and expense of the Issuer. For the avoidance of doubt, the Issuer will continue to be obligated to pay all conditions precedent other sums due under this Indenture relating to the satisfaction and discharge of this Indenture have been complied withTrustee.
(b) Subject to Section Sections 8.1(c) and 8.2, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations with respect to the Notes under Article 4 (with the exception of Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 4.1 and 3.14 4.3) and the operation of Section 4.1 (other than Sections 4.1(a)(i6.1(a)(5)(B), (iiSection 6.1(a)(6) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2and, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only)and Subsidiary Guarantors, 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(viiSection 6.1(a)(7) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option with respect to the Notes notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (option with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligationsthereto. If the Issuer exercises its legal defeasance optionoption with respect to the Notes, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect to the Notes. If the Issuer exercises its covenant defeasance optionoption with respect to the Notes, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(bSections 6.1(a) (3), (4), (5), (6), (7) (with respect to Significant Subsidiaries) or (8). If the Issuer exercises its legal defeasance option or its covenant defeasance option with respect to the Notes, each Subsidiary Guarantor shall be released from all its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) aboveabove with respect to the Notes, the Issuer’s rights and obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.72.8, 2.82.9, 2.10, 2.11, 2.12, 7.6, 7.7 and in this Article VIII 8 with respect to the Notes shall survive until the Notes have been paid in full. Thereafter, and, thereafter, the Issuer’s rights and obligations in Sections 7.6, 8.5 7.6 and 8.6 8.4 shall survive such satisfaction and dischargesurvive.
Appears in 4 contracts
Sources: Indenture (Alcoa Corp), Indenture (Alcoa Corp), Indenture (Alcoa Corp)
Discharge of Liability on Notes; Defeasance. (a) This Subject to Sections 8.01(c) and 8.06, this Indenture shall be discharged and shall cease to be of any further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto), as expressly provided for in this Indenture) as to all outstanding Notes when:
and Subsidiary Guarantees after (1i) either (ia) all the Notes theretofore heretofore authenticated and delivered (other than Notes replaced pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.07) have been delivered to the Trustee for cancellation or (iib) all of the Notes not previously delivered to the Trustee for cancellation (a) have become (x) due and payable, payable or (by) shall will become due and payable at their Stated Maturity within one year or (cz) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee Trustee, for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c)expense of, the Issuer Company; and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee funds in trust an amount in Dollars or direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in cash in U.S. Dollarseach case, U.S. Government Obligations maturing prior to the date the Notes will have become due and payable, the Stated Maturity of the Notes or a combination thereof in an amount the relevant redemption date of the Notes, as the case may be, sufficient to pay and discharge the entire Indebtedness indebtedness on the such Notes not theretofore previously delivered to the Trustee for cancellation, for including principal of, premium, if any, and accrued interest on the Notes to the date of maturity at maturity, Stated Maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2ii) the Issuer and/or the Guarantors have Company or any Subsidiary Guarantor has paid or caused to be paid all other sums payable under this Indenture; and
Indenture by the Company or any Subsidiary Guarantor, (3iii) the Issuer Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith and (iv) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any other Restricted Subsidiary of the Company is a party or by which the Company or any other Restricted Subsidiary of the Company is bound.
(b) Subject to Section 8.2Sections 8.01(c), 8.02, and 8.06, the Issuer Company at any time may terminate (i) all of its obligations under this Indenture and the Notes and this Indenture (with respect to such Notesincluding the Subsidiary Guarantees) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance optionLegal Defeasance Option”) ), or (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.05, 3.54.06, 3.64.07, 3.74.08, 3.84.09, 3.94.10, 3.114.11, 3.124.13, 3.13 4.14, 4.17, 4.18, 4.19 and 3.14 4.22 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii) Article V (“covenant defeasance optionCovenant Defeasance Option”). The Issuer Company may exercise its legal defeasance option Legal Defeasance Option notwithstanding its prior exercise of the covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligationsCovenant Defeasance Option. If the Issuer Company exercises its legal defeasance optionLegal Defeasance Option, the Events of Default shall be deemed eliminated and payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer Company exercises its covenant defeasance optionCovenant Defeasance Option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(bSections 6.01(a)(iii) (with respect to the covenants described in the immediately preceding paragraph), (iv), (v) and (vi). If the Company exercises either its Legal Defeasance Option or its Covenant Defeasance Option or upon satisfaction and discharge of this Indenture, the Subsidiary Guarantees of the Subsidiary Guarantors will be automatically and unconditionally released. Upon satisfaction of the conditions set forth herein in Section 8.02 and upon the Company’s request of (and at the IssuerCompany’s expense), the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesCompany has terminated.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above), the IssuerCompany’s obligations in under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.84.01, 7.64.04, 7.7 4.12, 7.07, 7.08, 8.04, 8.05, and in this Article VIII 8.06, and the obligations of the Trustee and the Paying Agent under Section 8.04 shall survive until the Notes have been paid in full. Thereafter, the IssuerCompany’s obligations in under Sections 7.67.07 and 8.05 and the obligations of the Company, 8.5 Trustee and 8.6 Paying Agent under Section 8.04 shall survive such satisfaction and dischargesurvive.
Appears in 3 contracts
Sources: Indenture (Gray Television Inc), Indenture (Gray Television Inc), Indenture (Gray Television Inc)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall Indenture, and the rights of the Trustee and the Holders of the Notes hereunder will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1) either (ia) all the Notes theretofore previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes pursuant to Section 2.7 for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee relevant Paying Agent for cancellation cancellation; or (iib) all of the Notes not previously delivered to the Trustee relevant Paying Agent for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause ; (c), 2) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee (or an entity designated or appointed as agent by it for this purpose), in cash in U.S. Dollars, dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof thereof, in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be; provided, together with irrevocable instructions from that upon any redemption that requires the Issuer directing payment of the Paying Agent to apply such funds Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the payment thereof at maturity or extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the case may be;
date of redemption only required to be deposited with the Trustee on or prior to the date of redemption; (23) the Issuer and/or the Guarantors have has paid or caused to be paid all other sums payable under this IndentureIndenture with respect to the Notes; and
(34) the Issuer has delivered irrevocable instructions under this Indenture to apply the deposited money toward payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent under this Indenture Section 8.01 relating to the satisfaction and discharge of this Indenture or the Notes have been complied with.
(b) Subject to Section 8.28.01(c) and Section 8.02, the Issuer at any time may terminate (i) all of its obligations and all obligations of each Guarantor under the Notes of a series, any Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) and cure all then existing Defaults and Events of Default or (ii) its obligations under Sections 3.2the covenants in Article 4 and Article 5 and the default provisions relating to such covenants in clause (3) of Section 6.01(a), 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 clauses (other than Sections 4.1(a)(i5), (ii6) with respect to the Issuer and Significant Subsidiaries, (7) and (vi9) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(a) (“covenant defeasance option”). The Issuer at its option at any time may exercise its legal defeasance option with respect to the Notes, notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes of a series and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the covenant defeasance option, the obligations of under any Guarantees shall each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance optionoption with respect to the Notes, payment the rights of the Trustee and the Holders of such Notes so defeased may not be accelerated because of an Event of Default. If under this Indenture in effect at such time will terminate (other than with respect to the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(btrust). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. If the Issuer exercises its legal defeasance option with respect to the Notes, payment of such Notes may not be accelerated because of an Event of Default with respect to such Notes. If the Issuer exercises its covenant defeasance option with respect to the Notes, payment of such Notes may not be accelerated because of an Event of Default specified in clause (3) (other than with respect to clauses (1) and (2) of Section 5.03(a)), (5), (6), (7) or (9) of Section 6.01(a)).
(c) Notwithstanding clauses (aSection 8.01(a) and (b) aboveSection 8.01(b), the Issuer’s and any Guarantors’ obligations in Sections 2.3Section 2.03, 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7Section 2.07, 2.8Section 2.08, 7.6Section 2.09, 7.7 Section 2.10, Section 2.11, Article 7 and in this Article VIII 8, as applicable, and the rights of Holders to receive payments in respect of the principal, premium, if any, and interest on the Notes when such payments are due, solely out of the trust created pursuant to this Indenture referred to in Section 8.01(a) and Section 8.02(a), shall survive until the Notes have been paid in full. Thereafter, the Issuer’s and any Guarantors’ obligations in Sections 7.6Section 7.07, 8.5 Section 8.05 and 8.6 Section 8.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 3 contracts
Sources: Indenture (Altice USA, Inc.), Indenture (Altice USA, Inc.), Indenture (Altice USA, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes and the obligations under this Indenture with respect to the Holders of the Notes when:
(1i) either (ia) all the Notes theretofore authenticated under this Indenture and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iib) all of the Notes not previously delivered to the Trustee for cancellation under this Indenture (ai) have become due and payable, (bii) shall become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2ii) the Issuer has and/or the Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default the Notes (“legal defeasance option”) or (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.9, 3.11, 3.12, 3.13 4.11 and 3.14 4.12 for the benefit of the Notes and the operation of Section 4.1 (other than 5.01 and Sections 4.1(a)(i6.01(d), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i6.01(f), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi6.01(h) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(i) for the benefit of the Notes (“covenant defeasance option”). In the event that the Issuer terminates its obligations under the Notes and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Guarantor under its Guarantee shall be terminated simultaneously with the termination of such obligations. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries only), 6.01(h) (with respect to Significant Subsidiaries only), 6.01(i) or 6.01(j) or because of the failure of the Issuer to comply with Section 4.08. Any exercise of the Issuer’s covenant defeasance option or legal defeasance option shall not have any effect on the Notes and their rights under this Indenture or on the obligations of the Issuer and the Guarantors with respect to the Notes. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesterminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.64.01, 7.7 7.07, 7.08 and in this Article VIII 8 shall survive until all the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06 shall survive such satisfaction and discharge.
Appears in 3 contracts
Sources: Indenture (Affinion Group, Inc.), Indenture (Affinion Loyalty Group, Inc.), Indenture (Watchguard Registration Services, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall Indenture, and the rights of the Trustee and the Holders of the applicable series of Notes hereunder will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
of such series when (1) either (ia) all the Notes theretofore of such series previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes pursuant to Section 2.7 for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee relevant Paying Agent for cancellation cancellation; or (iib) all of the Notes of such series not previously delivered to the Trustee relevant Paying Agent for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause ; (c), 2) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee (or an entity designated or appointed as agent by it for this purpose), in cash in U.S. Dollars, dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof thereof, in an amount sufficient to pay and discharge the entire Indebtedness on the Notes of such series not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
; (23) the Issuer and/or the Guarantors have has paid or caused to be paid all other sums payable under this Indenture with respect to the applicable series of Notes (and, in the case of a discharge of this Indenture, all series of Notes); and
(34) the Issuer has delivered irrevocable instructions under this Indenture to apply the deposited money toward payment of the Notes of such series at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent under this Indenture Section 8.01 relating to the satisfaction and discharge of this Indenture or the applicable series of Notes, as the case may be, have been complied with.
(b) Subject to Section 8.28.01(c) and Section 8.02, the Issuer at any time may terminate (i) all of its obligations and all obligations of each Guarantor under the Notes of a series, any Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) and cure all then existing Defaults and Events of Default or (ii) its obligations under Sections 3.2the covenants in Article 4 and Article 5 and the default provisions relating to such covenants in clause (3) of Section 6.01(a), 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 clauses (other than Sections 4.1(a)(i5), (ii6) with respect to the Issuer and Significant Subsidiaries, (7) and (vi9) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(a) (“covenant defeasance option”). The Issuer at its option at any time may exercise its legal defeasance option with respect to a series of the Notes, notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes of a series and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the covenant defeasance option, the obligations of under any Guarantees shall each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance optionoption with respect to a series of Notes, payment the rights of the Trustee and the Holders of such Notes so defeased may not be accelerated because of an Event of Default. If under this Indenture in effect at such time will terminate (other than with respect to the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(btrust). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. If the Issuer exercises its legal defeasance option with respect to a series of Notes, payment of such Notes may not be accelerated because of an Event of Default with respect to such Notes. If the Issuer exercises its covenant defeasance option with respect to a series of Notes, payment of such Notes may not be accelerated because of an Event of Default specified in clause (3) (other than with respect to clauses (1) and (2) of Section 5.03(a)), (5), (6), (7) or (9) of Section 6.01(a)).
(c) Notwithstanding clauses (aSection 8.01(a) and (b) aboveSection 8.01(b), the Issuer’s and any Guarantors’ obligations in Sections 2.3Section 2.03, 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7Section 2.07, 2.8Section 2.08, 7.6Section 2.09, 7.7 Section 2.10, Section 2.11, Article 7 and in this Article VIII 8, as applicable, and the rights of Holders to receive payments in respect of the principal, premium, if any, and interest on the Notes when such payments are due, solely out of the trust created pursuant to this Indenture referred to in Section 8.01(a) and Section 8.02(a), shall survive until the Notes have been paid in full. Thereafter, the Issuer’s and any Guarantors’ obligations in Sections 7.6Section 7.07, 8.5 Section 8.05 and 8.6 Section 8.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 3 contracts
Sources: Indenture (Altice USA, Inc.), Indenture (Altice USA, Inc.), Indenture (Altice USA, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes and the obligations under this Indenture with respect to the Holders of the Notes when:
(1i) either (ia) all the Notes theretofore authenticated under this Indenture and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iib) all of the Notes that have not previously been delivered to the Trustee for cancellation (a) under this Indenture have become due and payable, (b) payable by reason of the making of a notice of redemption or otherwise or shall become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent in the nameyear, and at the expense, of the Issuer, and, in the case of this clause (c), the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent Trustee funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount thereof, sufficient without reinvestment to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity redemption or redemption, as the case may bematurity, together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity to the date of redemption or redemptionmaturity, as the case may be;
(2ii) the Issuer and/or the Guarantors have has paid or caused to be paid all other sums payable by the Issuer under this IndentureIndenture and the Notes (except for any indemnification obligations thereafter owing to the Trustee); and
(3iii) the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such the Notes) , and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events all of Default the obligations of the Guarantors (“legal defeasance option”) or (ii) (A) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.07, 3.64.08 (except with respect to the existence of the Issuer) and 5.01 for the benefit of the Notes, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 (B) the applicability of Section 6.01(b) to any failure to comply with any of the foregoing covenants and 3.14 (C) and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii6.01(c) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and for the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries benefit of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii) Notes (“covenant defeasance option”). In the event that the Issuer terminates its obligations under the Notes and this Indenture by exercising its legal defeasance option or its covenant defeasance option, the obligations of each Guarantor under its Guarantee shall be terminated simultaneously with the termination of such obligations. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If subject to Section 8.02, the Issuer exercises its covenant defeasance optionand Guarantors shall be deemed to have discharged all of their obligations with respect to all outstanding Notes and Guarantees, no Notes and Guarantees shall thereafter be deemed to be “outstanding” and payment of the Notes so defeased may not be accelerated because of an Event of Default with respect thereto. Notwithstanding the foregoing, the following provisions shall survive until otherwise terminated or discharged hereunder:
(i) the rights of Holders to receive payments in respect of the principal of, premium, if any, and interest on the Notes when such payments are due solely out of the trust created pursuant to Section 8.02;
(ii) the Issuer’s obligations with respect to the issuance of Temporary Notes, registration of Notes, mutilated, lost, destroyed or stolen Notes and the maintenance of an office or agency for payment and money for security payments held in trust;
(iii) the rights, powers, trusts, duties and immunities of the Trustee, and the Issuer’s obligations in connection therewith; and
(iv) this Section 8.01. If the Issuer exercises its covenant defeasance option, the Issuers and Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.02, be released from their obligations under the covenants contained in Sections 4.02, 4.03, 4.04, 4.07, 4.08 (except with respect to the existence of the Issuer) and 5.01 for the benefit of the Notes and the Notes shall thereafter be deemed not outstanding for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed “outstanding” for all other purposes hereunder (it being understood that the Notes shall not be deemed outstanding for accounting purposes). Covenant defeasance means that the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein or in any other document, and such omission to comply shall not constitute a Default or an Event of Default specified in Section 8.1(b)6.01. In addition, subject to the conditions set forth in Section 8.02, if the Issuer exercises its covenant defeasance option, Section 6.01(c) shall cease to apply and shall no longer constitute an Event of Default. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that of the Issuer terminatesthat have terminated.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.7 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.
Appears in 3 contracts
Sources: Indenture (Capmark Finance Inc.), Indenture (Capmark Finance Inc.), Indenture (Capmark Finance Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights and immunities of the Trustee and rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the date of maturity or redemption, as the case may beapplicable, together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(2ii) the Issuer and/or the Subsidiary Guarantors have paid all other sums due and payable under this Indenture; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.12, 3.13 4.12 and 3.14 4.15 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(h) and 6.1(vii6.01(i) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of each Subsidiary Guarantor under with respect to its Subsidiary Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect to Significant Subsidiaries only), 6.01(h) or 6.01(i) or because of the failure of the Issuer to comply with Section 8.1(b5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesterminated.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article VII, 2.8including, 7.6without limitation, 7.7 Sections 7.07 and 7.08 and in this Article VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 7.08, 8.05 and 8.6 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 3 contracts
Sources: Indenture (Rackspace Technology, Inc.), Indenture (Rackspace Technology, Inc.), Indenture (Rackspace Technology, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease Subject to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect theretoSection 8.1(c), as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1i) either (ix) all the Notes theretofore that have been authenticated and delivered (other than Notes replaced or paid pursuant to Section 2.7 which have been replaced or paid 2.10 and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) ), have been delivered to the Trustee for cancellation or (iiy) all of the outstanding Notes not previously theretofore delivered to the Trustee for cancellation (a) have become due and payablepayable by reason of the making of a notice of redemption or otherwise, (b) shall will become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee, as trust funds in trust solely for the benefit of the Holders, cash in U.S. Dollarsdollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in an amount such amounts as will be sufficient (as determined by the Issuer) without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of final maturity or redemption (provided that if such redemption is based on an Applicable Premium as provided paragraph 5 of the Notes, (1) the amount of cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (2) the depositor must irrevocably deposit or cause to be deposited the additional money (the “Applicable Premium Deficit”) in trust on the redemption date as necessary to pay the Applicable Premium as determined by such date (it being understood that any satisfaction and discharge shall be subject to the condition subsequent that such Applicable Premium Deficit is in fact paid); provided any Applicable Premium Deficit shall be set forth in an Officers’ Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption; provided, further, that the Trustee shall have no liability whatsoever in the event that such Applicable Premium Deficit is not in fact paid after any satisfaction and discharge); (ii) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and (iii) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at final maturity or the Redemption Date, as the case may be, together with irrevocable instructions from then this Indenture shall be deemed satisfied and discharged and of no further force or effect, except as provided below, and the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2) the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and
(3) the Issuer has delivered to the Trustee accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer. If U.S. Government Obligations shall have been deposited in connection with such satisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall have received a certificate from a nationally recognized firm of independent accountants to the effect set forth in Section 8.2(1).
(b) Subject to Section Sections 8.1(c) and 8.2, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) ), and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 3.10 and 3.14 3.11 and the operation of Section 4.1 (other than Sections 4.1(a)(i4.1(a)(1), (ii2), (4) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv5)), 6.1(ivand the Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply with such covenants shall no longer constitute a Default or an Event of Default under Section 6.1(3) (as it relates to Section 4.1(a)(3)), 6.1(vSection 6.1 (4) (to the extent applicable to such other defeased covenants), Section 6.1(6), Section 6.1(7) (with respect to Significant Subsidiaries of the Issuer onlySubsidiaries), 6.1(viSection 6.1(8) (with respect to Significant Subsidiaries of the Issuer onlySubsidiaries) and 6.1(viiSection 6.1(9), and the events specified in such Sections shall no longer constitute an Event of Default (clause (ii) (being referred to as the “covenant defeasance option”), but except as specified above, the remainder of this Indenture and the Notes shall be unaffected thereby. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that If the Issuer terminates all of exercises its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the its covenant defeasance option, the obligations of each Guarantor under its Guarantee of Guarantees in effect at such Notes time shall be terminated simultaneously with the termination of such obligationsterminate. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.1(4) (to the extent applicable to Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, 3.9, 3.10 and 3.11), Section 6.1(5), Section 6.1(6), Section 6.1(7) (with respect only to Significant Subsidiaries), Section 6.1(8) (with respect only to Significant Subsidiaries), Section 6.1(9) or Section 6.1(10) or because of the failure of the Issuer to comply with Section 4.1(a)(3). Upon satisfaction of the conditions set forth herein and upon request and expense of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (athe provisions of Sections 8.1(a) and (b) aboveto the extent relating to a satisfaction and discharge or a legal defeasance, the Issuer’s obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.72.10, 2.82.11, 7.62.12, 2.13, 7.7 and 7.8 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.7, 8.4 and 8.5 and 8.6 shall survive such satisfaction and dischargesurvive.
Appears in 3 contracts
Sources: Indenture (ANTERO RESOURCES Corp), Indenture (ANTERO RESOURCES Corp), Indenture (ANTERO RESOURCES Corp)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights and immunities of registration or the First Lien Trustee and rights of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the First Lien Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity within one year or (c3) if redeemable at the option of the IssuerIssuers, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the First Lien Trustee for the giving of notice of a full redemption by the Paying Agent First Lien Trustee in the name, and at the expense, of the Issuer, and, in and the case of this clause (c), the Issuer or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof First Lien Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the First Lien Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to to, but excluding, the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer directing the Paying Agent First Lien Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium or other applicable redemption premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the First Lien Trustee equal to the Applicable Premium or such other redemption premium, as applicable, with respect to the Notes calculated as of the earlier of the date on which arrangements referred to in the foregoing clause (3) are entered into and the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the First Lien Trustee on or prior to the date of the redemption;
(2ii) the Issuer Issuers and/or the Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has Issuers have delivered to the First Lien Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture with respect to the Notes have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or ), and (ii) its their obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.11, 3.114.12, 3.12, 3.13 and 3.14 4.15 and the operation of Section 4.1 (other than Sections 4.1(a)(i5.01 for the benefit of the holders of Notes, and Section 6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi6.01(h), 6.01(i) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(viior 6.01(k) (“covenant defeasance option”). The Issuer Issuers may exercise its their legal defeasance option with respect to the Notes notwithstanding its their prior exercise of the their covenant defeasance option. In If the event that Issuers exercise their legal defeasance option or their covenant defeasance option with respect to the Issuer terminates Notes, each Guarantor will be released from all of its obligations under the Notes and this Indenture (with respect to such its Guarantee with respect to the Notes) by exercising . If the Issuers exercise their legal defeasance option or with respect to the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance optionNotes, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its Issuers exercise their covenant defeasance optionoption with respect to the Notes, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect only to Significant Subsidiaries), 6.01(h), 6.01(i), 6.01(j) or 6.01(k) or because of the failure of an Issuer to comply with Section 5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the First Lien Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s Issuers’ obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09, 2.8Article VII (including, 7.6without limitation, 7.7 Sections 7.07 and in 7.08) and this Article VIII and the rights and immunities of the First Lien Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.67.07, 8.5 7.08, 8.05 and 8.6 8.06 and the rights and immunities of the First Lien Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 3 contracts
Sources: Indenture (Mallinckrodt PLC), Indenture (Mallinckrodt PLC), Exchange Agreement (Mallinckrodt PLC)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights and immunities of the Trustee and rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes and the security interest in the Collateral securing the Notes Obligations will be automatically released when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the IssuerIssuers, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerIssuers, and, in and the case of this clause (c), the Issuer or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the date of maturity or redemption, as the case may beapplicable, together with irrevocable written instructions from the Issuer Issuers directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date the notice of redemption is delivered, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(2ii) the Issuer Issuers and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has Issuers have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its their obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.124.12, 3.13 4.13 and 3.14 4.15 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer Issuers only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(h), 6.01(i), 6.01(j) and 6.1(vii6.01(k) (“covenant defeasance option”). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of the their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Notes and this Indenture (with respect to such Notes) by exercising the their legal defeasance option or the their covenant defeasance option, the obligations of each Subsidiary Guarantor under with respect to its Subsidiary Guarantee of such Notes and the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries of Holdings only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k) or because of the failure of Holdings to comply with Section 8.1(b)5.01. Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.7 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.
Appears in 3 contracts
Sources: Indenture (EP Energy Corp), Indenture (EP Energy Corp), Indenture (EP Energy Corp)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto), as expressly provided for in this Indenture) as to all outstanding Notes when:
(1a) either (i) all the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 which 2.08 that have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall will become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in Trustee cash in U.S. Dollars, U.S. Dollar-denominated Government Obligations or a combination thereof thereof, in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Dollar-denominated Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2b) the Issuer and/or the Note Guarantors have paid all other sums payable under this Indenture; and
(3c) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) . Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and Notes, this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default the Security Documents (“legal defeasance option”) or (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.12, 3.13 4.12 and 3.14 4.13 and the operation of Section 4.1 (other than 5.01 and Sections 4.1(a)(i6.01(c), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i6.01(d), (ii) and (iv) and Section 4.1(c)(iv)6.01(e), 6.1(iv), 6.1(v6.01(f) (with respect to Significant Subsidiaries of the Issuer MPM only), 6.1(vi6.01(g) (with respect to Significant Subsidiaries of the Issuer MPM only), 6.0l(h), 6.01(i), 6.01(j) and 6.1(vii6.01(k) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of each Note Guarantor under its Guarantee of such Notes with respect to the Notes, this Indenture and the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance optionoption with respect to the Notes, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(c), 6.01(d), 6.01(e), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k) or because of the failure of the Issuer to comply with Section 5.01(a)(4). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(cd) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.67.07, 7.7 7.08 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06 shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (Momentive Performance Materials Quartz, Inc.), Indenture (Momentive Performance Materials Quartz, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Trustee, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1) either (i) all of the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, Trustee (in a manner that is not revocable by the Issuer or any of its Affiliates) funds in cash in U.S. Dollarsdollars, U.S. Government Obligations or a combination thereof in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2) the Issuer and/or the Guarantors have paid all other sums then due and payable under this Indenture; and
(3) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section Sections 8.1(c) and 8.2, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) and cure all then-existing Events of Default or (ii) its obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.113.10, 3.12, 3.13 3.11 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv4.1(b)(i)(D)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.113.10, 3.12, 3.13 3.11 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)3.14), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vii) and 6.1(viior 6.1(viii) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.1(iii) (with respect to any Default by the Issuer or any of its Restricted Subsidiaries with any of their obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11 and 3.14), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vii) or 6.1(viii). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.6 and 7.7 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (CommScope Holding Company, Inc.), Indenture (CommScope Holding Company, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the IssuerCompany’s obligations with respect thereto), as expressly provided for in this Indenture) as to all outstanding Notes whenNotes:
(1a) either when (i) all the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 2.08 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall will become due and payable at their Stated Maturity stated maturity within one year or (c) if redeemable at the option of the IssuerCompany, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerCompany, and, in and the case of this clause (c), the Issuer or any Guarantor Company has irrevocably deposited or caused to be deposited with the Paying Agent funds, Trustee funds in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer Company directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2b) the Issuer Company and/or the Guarantors have paid all other sums payable under this Indenture; and
(3c) the Issuer Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) . Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer Company at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.10, 3.114.11, 3.124.13, 3.13 4.14, 4.16, 4.17, 4.18, 4.19 and 3.14 4.20 and the operation of Section 4.1 (other than 5.01 and Sections 4.1(a)(i6.01(c), (ii) and (vi) and Section 4.1(c)(iv6.01(d)) and Sections 6.1(iii, 6.01(e) (with respect to any Default under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.10, 3.114.11, 3.124.13, 3.13 4.14, 4.16, 4.17, 4.18, 4.19 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i4.20), (ii) and (iv) and Section 4.1(c)(iv)6.01(g), 6.1(iv), 6.1(v6.01(h) (with respect to Significant Subsidiaries of the Issuer Company only), 6.1(vi6.01(i) (with respect to Significant Subsidiaries of the Issuer Company only) and 6.1(vii6.01(j), 6.01(k) and 6.01(l) and the Liens on the Collateral granted under this Indenture and the Security Documents (“covenant defeasance option”). The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer Company terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of the Company under the Notes, this Indenture and the Security Documents shall be discharged, the Liens on the Collateral granted under the Security Documents shall be released and the obligations of each Guarantor under its Guarantee Guarantee, this Indenture and the Security Documents and the Liens on the Collateral securing the Notes and the Guarantees of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer Company exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer Company exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(c), 6.01(d), 6.01(e) (with respect to any Default by Holdings, the Company or any of its Restricted Subsidiaries with any of its obligations under Article IV other than Sections 4.01, 4.09 and 4.12), 6.01(g), 6.01(h) (with respect to Significant Subsidiaries of the Company only), 6.01(i) (with respect to Significant Subsidiaries of the Company only), 6.01(j) or 6.01(k). Upon satisfaction of the conditions set forth herein and upon request of the IssuerCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer Company terminates.
(cd) Notwithstanding clauses (a) and (b) above, the IssuerCompany’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.67.07, 7.7 7.08 and in this Article VIII 8 shall survive until the Notes have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06 shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (Delta Tucker Holdings, Inc.), Indenture (Worldwide Recruiting & Staffing Services LLC)
Discharge of Liability on Notes; Defeasance. (a) This The Note Guarantee and this Indenture shall will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
of a series when (1) either (ia) all the Notes theretofore of such series previously authenticated and delivered (other than certain lost, stolen or destroyed Notes pursuant to Section 2.7 and certain Notes for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuers) have been delivered to the Trustee for cancellation cancellation; or (iib) all Notes of the Notes such series not previously delivered to the Trustee for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in Issuers; (2) the case of this clause (c), the Issuer or any Guarantor has irrevocably Issuers have deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. DollarsTrustee (or such entity designated by the Trustee for this purpose) money, U.S. Government Obligations Obligations, or a combination thereof thereof, as applicable, in an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the Notes of such series not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
; (23) the Issuer and/or the Guarantors Issuers have paid or caused to be paid all other sums payable under this IndentureIndenture with respect to the Notes of such series; and
and (34) the Issuer has Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture Section 8.01 have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and (3)).
(b) Subject to Section 8.2Sections 8.01.c) and 8.02, the any Issuer at any time may terminate (i) all of its obligations under and all obligations of the Notes Guarantor with respect to a series of Notes, the Note Guarantee and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Article 4 (other than Sections 3.24.01, 3.34.02 and 4.04) and under Article 5 (other than Sections 5.01.a)1) and 5.01.a)2)), 3.4and thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to such series of Notes, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 Sections 6.01.a)3) (other than with respect to Sections 4.1(a)(i5.01(a)(1) and 5.01.a)2)), (ii) and (vi) and Section 4.1(c)(iv6.01(a)(4)) and Sections 6.1(iii, 6.01(a)(5), 6.01(a)(6) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 the Issuers and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (iiSignificant Subsidiaries) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(a)(7) (“covenant defeasance option”). The Issuer Issuers at their option at any time may exercise its their legal defeasance option notwithstanding its their prior exercise of the their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under with respect to the Notes of a series and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the covenant defeasance option, the obligations of under the Note Guarantee shall each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its option or their covenant defeasance option, payment of the Notes so defeased may not Guarantor will be accelerated because of an Event of Default specified in Section 8.1(b)released from all its obligations under the Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (aSections 8.01.a) and (b) above, the IssuerIssuers’ and the Guarantor’s obligations with respect to a series of Notes in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.62.10, 7.7 2.11, 7.01, 7.02, 7.03, 7.07, 7.08 and in this Article VIII 8, as applicable, shall survive until the Notes of such series have been paid in full. Thereafter, the IssuerIssuers’ and Guarantor’s obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 2 contracts
Sources: Senior Indenture (NXP Semiconductors N.V.), Senior Indenture (NXP Semiconductors N.V.)
Discharge of Liability on Notes; Defeasance. (a) This Any Note Guarantees and this Indenture shall will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1) either (ia) all the Notes theretofore previously authenticated and delivered (other than certain lost, stolen or destroyed Notes pursuant to Section 2.7 and certain Notes for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuers) have been delivered to the Trustee for cancellation cancellation; or (iib) all of the Notes not previously delivered to the Trustee for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in Issuers; (2) the case of this clause (c), the Issuer or any Guarantor has irrevocably Issuers have deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. DollarsTrustee (or such entity designated by the Trustee for this purpose) money, U.S. Government Obligations Obligations, or a combination thereof thereof, as applicable, in an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the Notes not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
; (23) the Issuer and/or the Guarantors Issuers have paid or caused to be paid all other sums payable under this Indenture; and
and (34) the Issuer has Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture Section 8.01 have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and (3)).
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the either Issuer at any time may terminate (i) all of its obligations and all obligations of each Note Guarantor (if any) under the Notes Notes, any Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Article 4 (other than Sections 3.24.01, 3.34.02 and 4.04) and under Article 5 (other than Sections 5.01(a)(1) and 5.01(a)(2)), 3.4and thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to the Notes, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 Sections 6.01(a)(3) (other than with respect to Sections 4.1(a)(i5.01(a)(1) and 5.01(a)(2)), (ii) and (vi) and Section 4.1(c)(iv6.01(a)(4)) and Sections 6.1(iii, 6.01(a)(5), 6.01(a)(6) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 the Issuers and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (iiSignificant Subsidiaries) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(a)(7) (“covenant defeasance option”). The Issuer Issuers at their option at any time may exercise its their legal defeasance option notwithstanding its their prior exercise of the their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the covenant defeasance option, the obligations of under any Note Guarantees shall each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises option or its covenant defeasance option, payment of the Notes so defeased may not each Note Guarantor (if any) will be accelerated because of an Event of Default specified in Section 8.1(b)released from all its obligations under its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above, the Issuer’s Issuers’ and any Note Guarantors’ obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.62.10, 7.7 2.11, 7.01, 7.02, 7.03, 7.07, 7.08 and in this Article VIII 8, as applicable, shall survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ and any Note Guarantors’ obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 2 contracts
Sources: Senior Indenture (NXP Semiconductors N.V.), Senior Indenture (NXP Semiconductors N.V.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1a) either (i) all the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 2.08 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall will become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2b) the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and
(3c) the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) . Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.11, 3.11, 3.12, 3.13 4.12 and 3.14 4.14 and the operation of Section 4.1 (other than 5.01 and Sections 4.1(a)(i6.01(d), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v6.01(e) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) and 6.1(vii6.01(h) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(c), 6.01(d), 6.01(e) (with respect to Significant Subsidiaries of the Issuer only), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) or 6.01(h) or because of the failure of the Issuer to comply with Section 4.08 or Section 5.01. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) . Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.67.07, 7.7 7.08 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06 shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (Intelsat S.A.), Indenture (Intelsat LTD)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights and immunities of the Trustee and rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payablepayable by reason of making an unconditional notice of redemption pursuant to Article III of this Indenture or otherwise, (b2) shall will become due and payable at their Stated Maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, Trustee funds in cash in U.S. Dollarscash, U.S. Government Obligations or a combination thereof in an amount sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to to, but excluding, the date of maturity or redemption, as the case may be, redemption together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(2ii) the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.11, 3.114.12, 3.124.14 and 4.15, 3.13 and 3.14 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(h) and 6.1(vii6.01(i) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that If the Issuer terminates exercises its legal defeasance option or its covenant defeasance option, each Guarantor will be released from all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligationsGuarantee. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect only to Significant Subsidiaries), 6.01(h) or 6.01(i) or because of the failure of the Issuer to comply with Section 8.1(b5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article VII, 2.8including, 7.6without limitation, 7.7 Sections 7.07 and 7.08 and in this Article VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 7.08, 8.05 and 8.6 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (Trimas Corp), Indenture (Installed Building Products, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall Indenture, and the rights of the Trustee and the Holders under the Intercreditor Agreement, any Additional Intercreditor Agreement and the Notes Security Documents will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1) either (ia) all the Notes theretofore previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes pursuant to Section 2.7 for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee Paying Agent for cancellation cancellation; or (iib) all of the Notes not previously delivered to the Trustee Paying Agent for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause ; (c), 2) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee (or an entity designated or appointed as agent by it for this purpose), in cash in U.S. Dollars, dollars or dollar-denominated U.S. Government Obligations or a combination thereof thereof, in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
; (23) the Issuer and/or the Guarantors have has paid or caused to be paid all other sums payable under this Indenture; and
(34) the Issuer has delivered irrevocable instructions under this Indenture to apply the deposited money toward payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent under this Indenture Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.28.01(c) and Section 8.02, the Issuer at any time may terminate (i) all of its obligations and all obligations of each Guarantor under the Notes Notes, any Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) and cure all then existing Defaults and Events of Default or (ii) its obligations under Sections 3.2the covenants in Article 4 and Article 5 hereof (other than Section 4.01, 3.3Section 4.15, 3.4Section 5.03(a)(1) and (2)) and the default provisions relating to such covenants in Section 6.01(a)(3) (other than with respect to Section 4.15, 3.5Section 5.03(a)(1) and (2)) and 6.01(a)(4), 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi6.01(a)(5)(A) and Section 4.1(c)(iv6.01(a)(5)(B), Section 6.01(a)(6) and Sections 6.1(iii) (with respect to any Default under Sections 3.2the Company and Significant Subsidiaries, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i6.01(a)(7), (ii) and (ivSection 6.01(a)(8) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(a)(9) (“covenant defeasance option”). The Issuer at its option at any time may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the covenant defeasance option, the obligations of under any Guarantees shall each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment the Notes Security Documents and the rights of the Notes so defeased may not be accelerated because of an Event of DefaultTrustee and the Holders under the Intercreditor Agreement or any Additional Intercreditor Agreement in effect at such time will terminate (other than with respect to the defeasance trust). If the Issuer exercises its legal defeasance option or its covenant defeasance option, payment of the Notes so defeased may not Collateral will be accelerated because of an Event of Default specified in Section 8.1(b)released and each Guarantor will be released from all its obligations under its Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. If the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect to such Notes. If the Issuer exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(a)(3) (other than with respect to Section 5.03(a)(3) and (4) and Section 5.04(a)(B)(1) and (2)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6), 6.01(a)(7), 6.01(a)(8) or 6.01(a)(9).
(c) Notwithstanding clauses (aSection 8.01(a) and (b) aboveSection 8.01(b), the Issuer’s and any Guarantors’ obligations in Sections 2.32.03, 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7Section 2.07, 2.8Section 2.08, 7.6Section 2.09, 7.7 and in Section 2.10, Section 2.11, Article 7, this Article VIII 8 and Section 11.06, as applicable, shall survive until the Notes have been paid in full. Thereafter, the Issuer’s and any Guarantors’ obligations in Sections 7.6Section 7.07, 8.5 Section 8.05, Section 8.06 and 8.6 Section 11.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 2 contracts
Sources: Indenture (Altice USA, Inc.), Indenture (Altice USA, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (ia) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iib) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2ii) the Issuer and/or the Guarantors have Parent Guarantor has paid all other sums payable under this Indenture; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such the holders of the Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.124.12, 3.13 4.13 and 3.14 4.15 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), (ii) and (vi) and Section 4.1(c)(iv)6.01(d) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii6.01(e) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(g), 6.01(h), 6.01(i) and 6.1(vii6.01(j) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Subsidiary Pledgor with respect to the Notes and the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(c), 6.01(d), 6.01(e) and 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g), 6.01(h), 6.01(i) or 6.01(j) or because of the failure of the Issuer to comply with Section 5.01. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.67.07, 7.7 7.08 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06 shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (Harrahs Entertainment Inc), Indenture (Harrahs Entertainment Inc)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights, indemnities and immunities of the Trustee and rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the IssuerIssuers, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerIssuers, and, in and the case of this clause (c), the Issuer or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the date of maturity or redemption, as the case may beapplicable, together with irrevocable written instructions from the Dutch Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(2ii) the Issuer Issuers and/or the Subsidiary Guarantors have paid all other sums due and payable under this Indenture; and
(3iii) the Dutch Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its their obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.12, 3.13 4.12 and 3.14 4.15 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), 6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(h) and 6.1(vii6.01(i) (“covenant defeasance option”). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of the their covenant defeasance option. In the event that the an Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of each Subsidiary Guarantor under with respect to its Subsidiary Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect to Significant Subsidiaries only), 6.01(h) or 6.01(i) or because of the failure of the Issuers to comply with Section 8.1(b5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminated.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.7 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Supplemental Indenture (Stars Group Inc.), Indenture (Stars Group Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights, indemnities and immunities of the Trustee and rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity within one year or (c3) if redeemable at the option of the IssuerIssuers, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerIssuers, and, in and the case of this clause (c), the Issuer or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash Trustee funds in U.S. Dollars, U.S. Government Obligations or a combination thereof dollars in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer Issuers directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(2ii) the Issuer Issuers and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has Issuers have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its their obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.124.12, 3.13 and 3.14 4.15, 4.16 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi6.01(h), 6.01(i) (with respect to Significant Subsidiaries of the Issuer only6.01(j) and 6.1(vii6.01(k) (“covenant defeasance option”). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of the their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Notes and this Indenture (with respect to such Notes) by exercising the their legal defeasance option or the their covenant defeasance option, the obligations of each Subsidiary Guarantor under with respect to its Subsidiary Guarantee of such Notes and the Security Documents shall be terminated simultaneously with the termination of such obligationsobligation. If the Issuer Issuers exercises its their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect to Significant Subsidiaries only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k) or because of the failure of Holdings to comply with Section 8.1(b5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.7 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Exchange Agreement (Talos Energy Inc.), Exchange Agreement (SAILFISH ENERGY HOLDINGS Corp)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall Indenture, and the rights of the Trustee and the Holders thereunder will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1) either (ia) all the Notes theretofore previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes pursuant to Section 2.7 for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuers) have been delivered to the Trustee Paying Agent for cancellation cancellation; or (iib) all of the Notes not previously delivered to the Trustee Paying Agent for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in Issuers; (2) the case of this clause (c), the Issuer or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee (or an entity designated or appointed as agent by it for this purpose), in cash in U.S. Dollars, dollars or dollar-denominated U.S. Government Obligations or a combination thereof thereof, in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
; (23) the Issuer and/or the Guarantors Issuers have paid or caused to be paid all other sums payable under this Indenture; and
(34) the Issuer has Issuers have delivered irrevocable instructions under this Indenture to apply the deposited money toward payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent under this Indenture Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.28.01(c) and Section 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) and cure all then existing Defaults and Events of Default or (ii) its obligations under Sections 3.2the covenants in Article 4 and Article 5 hereof (other than Section 4.01, 3.3Section 5.03(a)(1) and (2)) and the default provisions relating to such covenants in Section 6.01(a)(3) (other than with respect to Section 5.03(a)(1) and (2)) and 6.01(a)(4), 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi6.01(a)(5)(A) and Section 4.1(c)(iv6.01(a)(5)(B), Section 6.01(a)(6) and Sections 6.1(iii) (with respect to any Default under Sections 3.2the Issuer and Significant Subsidiaries, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(a)(7) (“covenant defeasance option”). The Issuer Issuers at their option at any time may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the covenant defeasance option, the obligations of under any Guarantees shall each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b). Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate. If the Issuers exercise their legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect to such Notes. If the Issuers exercise their covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(a)(3) (other than with respect to Section 5.03(a)(1) and (2)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6) or 6.01(a)(7).
(c) Notwithstanding clauses (aSection 8.01(a) and (b) aboveSection 8.01(b), the Issuer’s Issuers’ obligations in Sections 2.32.03, 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7Section 2.07, 2.8Section 2.08, 7.6Section 2.09, 7.7 Section 2.10, Section 2.11, Article 7 and in this Article VIII 8, as applicable, shall survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.6Section 7.07, 8.5 Section 8.05 and 8.6 Section 8.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 2 contracts
Sources: Indenture (Altice USA, Inc.), Indenture (Altice USA, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes of a series when:
(1a) either (i) all the Notes of such series theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee or the applicable Paying Agent, as applicable, for cancellation or (ii) all of the Notes of such series not previously delivered to the Trustee or the applicable Paying Agent, as applicable, for cancellation (a) have become due and payable, (b) shall become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee or the applicable Paying Agent, as applicable, for the giving of notice of a full redemption by the Trustee or the applicable Paying Agent in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee or applicable Paying Agent fundsfunds in cash (a) with respect to the Dollar Notes, in cash in U.S. Dollars, Dollars and U.S. Government Obligations or and (b) with respect to Euro Notes, Euros and Euro-denominated European Government Obligations, or, in either case, a combination thereof in an amount sufficient to pay and discharge the entire Indebtedness on the Notes of such series not theretofore delivered to the Trustee or the applicable Paying Agent, as applicable, for cancellation, for principal of, premium, if any, and interest on the Notes of such series to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee or the applicable Paying Agent Agent, as applicable, to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2b) the Issuer and/or the Guarantors have paid all other sums payable under this IndentureIndenture with respect to such series of Notes; and
(3c) the Issuer Parent Guarantor has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) . Subject to Section Sections 8.1(c) and 8.2, the Issuer at any time may terminate (i) all of its obligations under the Notes of a series and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 3.10 and 3.14 3.17 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 3.10 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)3.17), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer onlyParent Guarantor only ), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer Parent Guarantor only) and 6.1(vii) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its their prior exercise of the covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes of a series and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.1(iii) (with respect to any Default by Parent Guarantor or any of its Restricted Subsidiaries with any of their obligations under Article III other than Sections 3.1, 3.11, 3.15), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of Parent Guarantor only (other than the Issuer)), 6.1(vi) (with respect to Significant Subsidiaries of Parent Guarantor only (other than the Issuer)) or 6.1(vii). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesterminate.
(cd) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.7 and in this Article VIII 8 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Supplemental Indenture (Axalta Coating Systems Ltd.), Indenture (Axalta Coating Systems Ltd.)
Discharge of Liability on Notes; Defeasance. (a) This Subject to Sections 8.01(c) and 8.06, this Indenture shall be discharged and shall cease to be of any further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto), as expressly provided for in this Indenture) as to all outstanding Notes when:
and Subsidiary Guarantees after (1i) either (ia) all the Notes theretofore heretofore authenticated and delivered (other than Notes replaced pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.07) have been delivered to the Trustee for cancellation or (iib) all of the Notes not previously delivered to the Trustee for cancellation (ax) have become due and payable, payable or (by) shall will become due and payable at their Stated Maturity within one year or (cz) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee Trustee, for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c)expense of, the Issuer Company; and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee funds in trust an amount in Dollars or direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in cash in U.S. Dollarseach case, U.S. Government Obligations maturing prior to the date the Notes will have become due and payable, the Stated Maturity of the Notes or a combination thereof in an amount the relevant redemption date of the Notes, as the case may be, sufficient to pay and discharge the entire Indebtedness indebtedness on the such Notes not theretofore previously delivered to the Trustee for cancellation, for including principal of, premium, if any, and accrued interest on the Notes to the date of maturity at maturity, Stated Maturity or redemptionredemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2ii) the Issuer and/or the Guarantors have Company or any Subsidiary Guarantor has paid or caused to be paid all other sums payable under this Indenture; and
Indenture by the Company or any Subsidiary Guarantor, and (3iii) the Issuer Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith and that such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than this Indenture) to which the Company or any other Restricted Subsidiary of the Company is a party or by which the Company or any other Restricted Subsidiary of the Company is bound.
(b) Subject to Section 8.2Sections 8.01(c), 8.02, and 8.06, the Issuer Company at any time may terminate (i) all of its obligations under this Indenture and the Notes and this Indenture (with respect to such Notesincluding the Subsidiary Guarantees) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance optionLegal Defeasance Option”) ), or (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.05, 3.54.07, 3.64.08, 3.74.09, 3.84.11, 3.94.13, 3.114.14, 3.124.15, 3.13 4.16, 4.17 and 3.14 4.19 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii) Article V (“covenant defeasance optionCovenant Defeasance Option”). The Issuer Company may exercise its legal defeasance option Legal Defeasance Option notwithstanding its prior exercise of the covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligationsCovenant Defeasance Option. If the Issuer Company exercises its legal defeasance optionLegal Defeasance Option, the Events of Default shall be deemed eliminated and payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer Company exercises its covenant defeasance optionCovenant Defeasance Option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(bSections 6.01(a)(iii) (with respect to the covenants described in the immediately preceding paragraph), (iv), (v) and (vi). If the Company exercises either its Legal Defeasance Option or its Covenant Defeasance Option or upon satisfaction and discharge of this Indenture, the Subsidiary Guarantees of the Subsidiary Guarantors will be automatically and unconditionally released. Upon satisfaction of the conditions set forth herein in Section 8.02 and upon the Company’s request of (and at the IssuerCompany’s expense), the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesCompany has terminated.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above), the IssuerCompany’s obligations in under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.84.01, 7.64.04, 7.7 7.07, 7.08, 8.04, 8.05, and in this Article VIII 8.06, and the obligations of the Trustee and the Paying Agent under Section 8.04 shall survive until the Notes have been paid in full. Thereafter, the IssuerCompany’s obligations in under Sections 7.67.07 and 8.05 and the obligations of the Company, 8.5 Trustee and 8.6 Paying Agent under Section 8.04 shall survive such survive.
(d) The Collateral will be released automatically from the Lien securing the Notes, as provided under Section 10.02 and the Guarantee of the Subsidiary Guarantors will be released upon satisfaction and dischargedischarge in accordance with this Section 8.01.
Appears in 2 contracts
Sources: Indenture (Gray Media, Inc), Indenture (Gray Media, Inc)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1) either (i) all the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, Trustee funds in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2) the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and
(3) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section Sections 8.1(c) and 8.2, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 3.9 and 3.14 3.10 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 3.9 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)3.10), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.1(iii) (with respect to any Default by the Issuer or any of its Restricted Subsidiaries with any of their obligations under Article III other than Sections 3.1, 3.11, 3.15), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) or 6.1(vii). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.7 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (CommScope Holding Company, Inc.), Indenture (CommScope Holding Company, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Any Note Guarantees and this Indenture shall will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1) either (ia) all the Notes theretofore previously authenticated and delivered (other than certain lost, stolen or destroyed Notes pursuant to Section 2.7 and certain Notes for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuers) have been delivered to the Trustee for cancellation cancellation; or (iib) all of the Notes not previously delivered to the Trustee for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in Issuers; (2) the case of this clause (c), the Issuer or any Guarantor has irrevocably Issuers have deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. DollarsTrustee (or such entity designated by the Trustee for this purpose) money, U.S. Government Obligations Obligations, or a combination thereof thereof, as applicable, in an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the Notes not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
; (23) the Issuer and/or the Guarantors Issuers have paid or caused to be paid all other sums payable under this Indenture; and
and (34) the Issuer has Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture Section 8.01 have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and (3)).
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the either Issuer at any time may terminate (i) all of its obligations and all obligations of each Note Guarantor (if any) under the Notes Notes, any Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Article 4 (other than Sections 3.24.01, 3.34.02 and 4.04) and under Article 5 (other than Sections 5.01(a)(1)and 5.01(a)(2)), 3.4and thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to the Notes, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 Sections 6.01(a)(3) (other than with respect to Sections 4.1(a)(i5.01(a)(1) and 5.01(a)(2)), (ii) and (vi) and Section 4.1(c)(iv6.01(a)(4)) and Sections 6.1(iii, 6.01(a)(5), 6.01(a)(6) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 the Issuers and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(iSignificant Subsidiaries), (ii6.01(a)(7), 6.01(a)(8) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(a)(9) (“covenant defeasance option”). The Issuer Issuers at their option at any time may exercise its their legal defeasance option notwithstanding its their prior exercise of the their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the covenant defeasance option, the obligations of under any Note Guarantees shall each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises option or its covenant defeasance option, payment of the Notes so defeased may not each Note Guarantor (if any) will be accelerated because of an Event of Default specified in Section 8.1(b)released from all its obligations under its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above, the Issuer’s Issuers’ and any Note Guarantors’ obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.62.10, 7.7 2.11, 7.01, 7.02, 7.03, 7.07, 7.08 and in this Article VIII 8, as applicable, shall survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ and any Note Guarantors’ obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 2 contracts
Sources: Senior Indenture (NXP Semiconductors N.V.), Senior Indenture (NXP Semiconductors N.V.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease When (i) the Issuer delivers to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto), as expressly provided for in this Indenture) as to all outstanding Notes when:
(1) either (i) all the Notes theretofore authenticated and delivered (other than Notes replaced pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.7) have been delivered to the Trustee for cancellation or (ii) all of the outstanding Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall whether at maturity or as a result of the mailing of a notice of redemption pursuant to Article III hereof or the Notes will become due and payable at their Stated Maturity within one year 91 days, or (c) if redeemable at the option of the Issuer, have been called for redemption or Notes are to be called for redemption within one year 91 days under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the each case of this clause (cii), the Issuer irrevocably deposits or any Guarantor has irrevocably deposited or caused causes to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount Trustee funds sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemptionupon redemption all outstanding Notes, as the including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.7), and if in either case may be;
(2) the Issuer and/or the Guarantors have paid pays all other sums payable under hereunder by the Issuer, then this Indenture; and
(3) Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer has delivered to the Trustee accompanied by an Officer’s 's Certificate and an Opinion of Counsel stating from the Issuer that all conditions precedent under this Indenture provided herein for relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2, with and at the Issuer at any time may terminate (i) all of its obligations under the Notes cost and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b). Upon satisfaction of the conditions set forth herein and upon request expense of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.7 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (Spectrasite Holdings Inc), Indenture (Spectrasite Holdings Inc)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (ia) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustIssuers) have been delivered to the Trustee for cancellation or (iib) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the IssuerIssuers, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerIssuers, and, in and the case of this clause (c), the Issuer or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer Issuers directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(2ii) the Issuer Issuers and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Notes and this Indenture (with respect to such the holders of the Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.124.12, 3.13 4.13, 4.15 and 3.14 4.18 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), (ii) and (vi) and Section 4.1(c)(iv)6.01(d) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii6.01(e) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(g), 6.01(h), 6.01(i) and 6.1(vii6.01(j) (“covenant defeasance option”). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of the their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Notes and this Indenture (with respect to such Notes) by exercising the their legal defeasance option or the their covenant defeasance option, the obligations of each Subsidiary Guarantor under its Guarantee of such with respect to the Notes and the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(c), 6.01(d), 6.01(e) and 6.01(f) (with respect to Significant Subsidiaries), 6.01(g), 6.01(h), 6.01(i) or 6.01(j) or because of the failure of the Issuers to comply with Section 5.01. Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s Issuers’ obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.67.07, 7.7 7.08 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06 shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (Vici Properties Inc.), Indenture (Vici Properties Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes whenand their obligations under the Indenture with respect to the Holders of the Notes:
(i) when (1) either (i) all the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 2.08 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (ii2) all of the Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall will become due and payable at their Stated Maturity stated maturity within one year (or, in the case of the Floating Rate Notes, within the remaining term of the then-current Interest Period) or (c) if redeemable at the option of the IssuerIssuers, have been called for redemption or are to be called for redemption within one year (or, in the care of the Floating Rate Notes, within the remaining term of the then-current Interest Period) under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerIssuers, and, in and the case of this clause (c), the Issuer or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee funds in respect of the Notes, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer Issuers directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2ii) the Issuer and/or Issuers or the Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has Issuers have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Fixed Rate Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default the Fixed Rate Notes (“legal defeasance option”) or (ii) its their obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.11, 3.114.12, 3.124.14, 3.13 4.15, 4.16 and 3.14 4.17 for the benefit of the Fixed Rate Notes and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv)5.01(a)(iv) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i6.01(d), (ii) and (iv) and Section 4.1(c)(iv)6.01(f), 6.1(iv), 6.1(v6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi6.01(h) (with respect to Significant Subsidiaries only), 6.01(i) (with respect to Significant Subsidiaries only), 6.01(j), 6.01(k), 6.01(l) and 6.01(m) for the benefit of the Issuer only) and 6.1(vii) Fixed Rate Notes (“covenant defeasance option”). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of the their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Fixed Rate Notes and this Indenture (with respect to such Notes) Fixed Rate Notes by exercising the their legal defeasance option or the their covenant defeasance option, the obligations of each Guarantor under its Guarantee of such the Fixed Rate Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Fixed Rate Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Fixed Rate Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(d), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries only), 6.01(h) (with respect to Significant Subsidiaries only), 6.01(i) (with respect to Significant Subsidiaries only), 6.01(j), 6.01(k), 6.01(l) or 6.01(m) or because of the failure of Holdings to comply with Section 5.01(a)(iv). Any exercise of the Issuers’ covenant defeasance option or legal defeasance option will not have any effect on the Floating Rate Notes and their rights under this Indenture or on the obligations of the Issuers, Holdings and the Guarantors with respect to the Floating Rate Notes. Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s Issuers’ obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.64.01(c), 7.7 4.01(e), 7.07, 7.08 and in this Article VIII 8 shall survive until all the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.64.01(c), 8.5 4.01(e), 7.07, 8.05 and 8.6 8.06 shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (Hexion Specialty Chemicals, Inc.), Indenture (Borden Chemical Inc)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Trustee, as expressly provided for in this Indenture) as to all outstanding Notes, and any collateral then securing the Notes shall be released, when:
(1) either (i) all the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 which that have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor Affiliate has irrevocably deposited or caused to be deposited with the Paying Agent funds, Trustee (in a manner that is not revocable by the Issuer or any of its Affiliates) funds in cash in U.S. Dollarsdollars, U.S. Government Obligations or a combination thereof in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2) the Issuer and/or the Guarantors have paid all other sums then due and payable to the Trustee under this Indenture; and
(3) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section Sections 8.1(c) and 8.2, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee (“legal defeasance option”) and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations and the obligations of each Guarantor under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.113.10, 3.12, 3.13 3.11 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(ivii)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.113.10, 3.12, 3.13 3.11 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(ivii))), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or exercising the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.1(iii) (with respect to any Default by the Issuer or any of its Restricted Subsidiaries with any of their obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i) and (ii))), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) or 6.1(vii). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.6 and 7.7 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (PPD, Inc.), Indenture (PPD, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights, indemnities and immunities of the Trustee (and each Paying Agent and Registrar and the First-Priority Collateral Agent) and rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the IssuerIssuers, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerIssuers, and, in and the case of this clause (c), the Issuer or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash Trustee funds in U.S. Dollars, U.S. Government Obligations or a combination thereof dollars in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit (in the case of Notes that have become due and payable), or to the date of maturity or redemption, as the case may beapplicable, together with irrevocable written instructions from the Issuer Issuers directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2ii) the Issuer Issuers and/or the Guarantors or Affiliated Guarantors have paid all other sums due and payable under this Indenture; and
(3iii) the Issuer has Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.124.12, 3.13 and 3.14 4.13 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(h), 6.01(i), 6.01(j) and 6.1(vii6.01(k) (“covenant defeasance option”). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of the their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Notes and this Indenture (with respect to such Notes) by exercising the their legal defeasance option or the their covenant defeasance option, the obligations of each Guarantor under and Affiliated Guarantor with respect to its Guarantee of such Notes and the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect to Significant Subsidiaries only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k) or because of the failure of the Company to comply with Section 8.1(b5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminated.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s Issuers’ obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article VII, 2.8including, 7.6without limitation, 7.7 Sections 7.07 and 7.08 and in this Article VIII and the rights, indemnities and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.67.07, 8.5 7.08, 8.05 and 8.6 8.06 and the rights, indemnities and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (Exela Technologies, Inc.), Restructuring Support Agreement (Exela Technologies, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall will be discharged and shall will cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 which have been replaced or paid pursuant to Section 2.7 and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity within one year or (c3) if redeemable at the option of the IssuerIssuers, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerIssuers, and, in and either of the case of this clause (c), the Issuer Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, Trustee funds in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer Issuers directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2ii) the Issuer Issuers and/or the Guarantors have paid all other sums payable under this Indenture; and
(3iii) the LLC Co-Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.1(c) and Section 8.2, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 3.9 and 3.14 3.10 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii6.1(c) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 3.9 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i3.10), (ii) and (iv) and Section 4.1(c)(iv)6.1(d), 6.1(iv), 6.1(v6.1(e) (with respect to Significant Subsidiaries of the Issuer Issuers only), 6.1(vi6.1(f) (with respect to Significant Subsidiaries of the Issuer Issuers only) and 6.1(vii6.1(g) (“covenant defeasance option”). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of the covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall will be terminated simultaneously with the termination of such obligations. .
(c) If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer Issuers exercises its their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.1(c) (with respect to any Default by the LLC Co-Issuer or any of its Restricted Subsidiaries with any of their obligations under Article III other than Sections 3.1, 3.11, 3.14). , 6.1(d), 6.1(e) (with respect to Significant Subsidiaries of the Issuers only), 6.1(f) (with respect to Significant Subsidiaries of the Issuers only) or 6.1(g).
(d) Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall will acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(ce) Notwithstanding clauses (a) and (b) above, the Issuer’s Issuers’ obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.7 and in this Article VIII shall will survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.6, 8.5 and 8.6 shall will survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (Neiman Marcus Group LTD Inc.), Indenture (Neiman Marcus Group LTD Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall Indenture, and the rights of the Trustee and the Holders of the Notes hereunder will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1) either (ia) all the Notes theretofore previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes pursuant to Section 2.7 for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee relevant Paying Agent for cancellation cancellation; or (iib) all of the Notes not previously delivered to the Trustee relevant Paying Agent for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause ; (c), 2) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee (or an entity designated or appointed as agent by it for this purpose), in cash in U.S. Dollars, dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof thereof, in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be; provided, together with irrevocable instructions from that upon any redemption that requires the Issuer directing payment of the Paying Agent to apply such funds Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the payment thereof at maturity or extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the case may be;
date of redemption (2any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption; (3) the Issuer and/or the Guarantors have has paid or caused to be paid all other sums payable under this IndentureIndenture with respect to the Notes; and
(34) the Issuer has delivered irrevocable instructions under this Indenture to apply the deposited money toward payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent under this Indenture Section 8.01 relating to the satisfaction and discharge of this Indenture or the Notes have been complied with.
(b) Subject to Section 8.28.01(c) and Section 8.02, the Issuer at any time may terminate (i) all of its obligations and all obligations of each Guarantor under the Notes of a series, any Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) and cure all then existing Defaults and Events of Default or (ii) its obligations under Sections 3.2the covenants in Article 4 and Article 5 and the default provisions relating to such covenants in clause (3) of Section 6.01(a), 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 clauses (other than Sections 4.1(a)(i5), (ii6) with respect to the Issuer and Significant Subsidiaries, (7) and (vi9) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(a) (“covenant defeasance option”). The Issuer at its option at any time may exercise its legal defeasance option with respect to the Notes, notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes of a series and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the covenant defeasance option, the obligations of under any Guarantees shall each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance optionoption with respect to the Notes, payment the rights of the Trustee and the Holders of such Notes so defeased may not be accelerated because of an Event of Default. If under this Indenture in effect at such time will terminate (other than with respect to the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(btrust). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. If the Issuer exercises its legal defeasance option with respect to the Notes, payment of such Notes may not be accelerated because of an Event of Default with respect to such Notes. If the Issuer exercises its covenant defeasance option with respect to the Notes, payment of such Notes may not be accelerated because of an Event of Default specified in clause (3) (other than with respect to clauses (1) and (2) of Section 5.03(a)), (5), (6), (7) or (9) of Section 6.01(a)).
(c) Notwithstanding clauses (aSection 8.01(a) and (b) aboveSection 8.01(b), the Issuer’s and any Guarantors’ obligations in Sections 2.3Section 2.03, 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7Section 2.07, 2.8Section 2.08, 7.6Section 2.09, 7.7 Section 2.10, Section 2.11, Article 7 and in this Article VIII 8, as applicable, and the rights of Holders to receive payments in respect of the principal, premium, if any, and interest on the Notes when such payments are due, solely out of the trust created pursuant to this Indenture referred to in Section 8.01(a) and Section 8.02(a), shall survive until the Notes have been paid in full. Thereafter, the Issuer’s and any Guarantors’ obligations in Sections 7.6Section 7.07, 8.5 Section 8.05 and 8.6 Section 8.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 2 contracts
Sources: Indenture (Altice USA, Inc.), Indenture (Altice USA, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes of a series when:
(1a) either (i) all the Notes of such series theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee or the Paying Agent, as applicable, for cancellation or (ii) all of the Notes of such series not previously delivered to the Trustee or the Paying Agent, as applicable, for cancellation (a) have become due and payable, (b) shall become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee or the Paying Agent, as applicable, for the giving of notice of a full redemption by the Trustee or the Paying Agent in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee or Paying Agent funds, funds in cash in U.S. Dollars, Dollars and U.S. Government Obligations or a combination thereof in an amount sufficient to pay and discharge the entire Indebtedness on the Notes of such series not theretofore delivered to the Trustee or the Paying Agent, as applicable, for cancellation, for principal of, premium, if any, and interest on the Notes of such series to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Trustee or the Paying Agent Agent, as applicable, to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2b) the Issuer and/or the Guarantors have paid all other sums payable under this IndentureIndenture with respect to such series of Notes; and
(3c) the The Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) . Subject to Section Sections 8.1(c) and 8.2, the Issuer at any time may terminate (i) all of its obligations under the Notes of a series and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 3.9 and 3.14 3.10 and the operation of Section 4.1 (other than Sections 4.1(a)(i4.1(a)(1)(i), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 3.9 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)3.10), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes of a series and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.1(iii) (with respect to any Default by the Issuer or any of its Restricted Subsidiaries with any of their obligations under Article III other than Sections 3.1, 3.11, 3.15), 6.1(iv), 6.1(v) (with respect only to Significant Subsidiaries of the Issuer), 6.1(vi) (with respect only to Significant Subsidiaries of the Issuer) or 6.1(vii). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesterminate.
(cd) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.7 and in this Article VIII 8 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (Allison Transmission Holdings Inc), Indenture (Allison Transmission Holdings Inc)
Discharge of Liability on Notes; Defeasance. (a) This The Note Guarantee and this Indenture shall will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
of a series when (1) either (ia) all the Notes theretofore of such series previously authenticated and delivered (other than certain lost, stolen or destroyed Notes pursuant to Section 2.7 and certain Notes for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuers) have been delivered to the Trustee for cancellation cancellation; or (iib) all Notes of the Notes such series not previously delivered to the Trustee for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in Issuers; (2) the case of this clause (c), the Issuer or any Guarantor has irrevocably Issuers have deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. DollarsTrustee (or such entity designated by the Trustee for this purpose) money, U.S. Government Obligations Obligations, or a combination thereof thereof, as applicable, in an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the Notes of such series not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
; (23) the Issuer and/or the Guarantors Issuers have paid or caused to be paid all other sums payable under this IndentureIndenture with respect to the Notes of such series; and
and (34) the Issuer has Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture Section 8.01 have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and (3)).
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the any Issuer at any time may terminate (i) all of its obligations under and all obligations of the Notes Guarantor with respect to a series of Notes, the Note Guarantee and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Article 4 (other than Sections 3.24.01, 3.34.02 and 4.04) and under Article 5 (other than Sections 5.01(a)(1) and 5.01(a)(2)), 3.4and thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to such series of Notes, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 Sections 6.01(a)(3) (other than with respect to Sections 4.1(a)(i5.01(a)(1) and 5.01(a)(2)), (ii) and (vi) and Section 4.1(c)(iv6.01(a)(4)) and Sections 6.1(iii, 6.01(a)(5), 6.01(a)(6) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 the Issuers and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (iiSignificant Subsidiaries) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(a)(7) (“covenant defeasance option”). The Issuer Issuers at their option at any time may exercise its their legal defeasance option notwithstanding its their prior exercise of the their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under with respect to the Notes of a series and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the covenant defeasance option, the obligations of under the Note Guarantee shall each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its option or their covenant defeasance option, payment of the Notes so defeased may not Guarantor will be accelerated because of an Event of Default specified in Section 8.1(b)released from all its obligations under the Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above, the IssuerIssuers’ and the Guarantor’s obligations with respect to a series of Notes in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.62.10, 7.7 2.11, 7.01, 7.02, 7.03, 7.07, 7.08 and in this Article VIII 8, as applicable, shall survive until the Notes of such series have been paid in full. Thereafter, the IssuerIssuers’ and Guarantor’s obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 2 contracts
Sources: Senior Indenture (NXP Semiconductors N.V.), Senior Indenture (NXP Semiconductors N.V.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights and immunities of the Trustee and rights of registration or of registration of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the IssuerIssuers, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerIssuers, and, in and the case of this clause (c), the Issuer or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer Issuers directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2ii) the Issuer Issuers and/or the Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has Issuers have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its their obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.124.12, 3.13 4.13 and 3.14 4.15 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(h), 6.01(i), 6.01(j) and 6.1(vii6.01(k) (“covenant defeasance option”). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of the their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Notes and this Indenture (with respect to such Notes) by exercising the their legal defeasance option or the their covenant defeasance option, the obligations of each Guarantor under with respect to its Guarantee of such Notes and the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect to Significant Subsidiaries only), 6.01(h), 6.01(i) or 6.01(j) or because of the failure of MHGE Holdings to comply with Section 8.1(b5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s Issuers’ obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article VII, 2.8including, 7.6without limitation, 7.7 Sections 7.07 and 7.08 and in this Article VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.67.07, 8.5 7.08, 8.05 and 8.6 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (McGraw-Hill Interamericana, Inc.), Indenture (McGraw-Hill Global Education LLC)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1) either (ia) all the Notes theretofore previously authenticated and delivered (other than certain lost, stolen or destroyed Notes pursuant to Section 2.7 and certain Notes for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuers) have been delivered to the Trustee Paying Agent for cancellation cancellation; or (iib) all of the Notes not previously delivered to the Trustee Paying Agent for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Trustee or Paying Agent in the name, and at the expense, of the Issuer, and, in Issuers; (2) the case of this clause (c), the Issuer or any Guarantor has irrevocably Issuers have deposited or caused to be deposited with the Paying Agent fundsTrustee (or another entity designated by the Trustee for this purpose) U.S. dollars or U.S. dollar-denominated Government Obligations, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof thereof, as applicable, in an amount sufficient sufficient, without consideration of reinvestment, to pay and discharge the entire Indebtedness indebtedness on the Notes not theretofore previously delivered to the Trustee Paying Agent for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
; (23) the Issuer and/or the Guarantors Issuers have paid or caused to be paid all other sums payable under this Indenture; and
(34) the Issuer has Issuers have delivered irrevocable instructions to the Trustee to apply the funds deposited towards the payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent under this Indenture Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with clauses (1), (2) and (3) of this Section 8.01). If requested in writing by the Issuers, the Trustee or Paying Agent may distribute any amounts deposited to the Holders prior to maturity or the redemption date, as the case may be, subject to Euroclear or Clearstream’s applicable procedures. In such case, the payment to each Holder will equal the amount such Holder would have been entitled to receive at maturity or the relevant redemption date, as the case may be. For the avoidance of doubt, the distribution and payment to Holders prior to the maturity or redemption date as set forth above will not include any negative interest, present value adjustment, break cost or any further premium on such amounts.
(b) Subject to Section 8.28.01(c) and Section 8.02, the Issuer Parent at any time may terminate (i) all obligations of its obligations the Issuers and the Guarantors under the Notes Notes, the Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) ), and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes or (ii) its their obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 Article IV (other than Sections 4.1(a)(i), (iiSection 4.14) and under Section 5.01 (viother than Section 5.01(a)(i) and Section 4.1(c)(iv5.01(a)(ii)) ), and Sections 6.1(iii) (thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 the Notes and the operation of events set forth in Section 4.1 6.01(d), Section 6.01(e) (other than Sections 4.1(a)(i), (ii) and (ivwith respect to Section 5.01(a)(i) and Section 4.1(c)(iv5.01(a)(ii)), 6.1(ivSection 6.01(f), 6.1(vSection 6.01(g) (other than with respect to the Issuers and Significant Subsidiaries of the Issuer only), 6.1(viSubsidiaries) Section 6.01(h) (other than with respect to Significant Subsidiaries of the Issuer onlyIssuers), Section 6.01(i) and 6.1(viiSection 6.01(j) shall not constitute Events of Default (“covenant defeasance option”). The Issuer Issuers at their option at any time may exercise its legal defeasance option notwithstanding its their prior exercise of the its covenant defeasance option. In If the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the Issuers exercise their legal defeasance option or the their covenant defeasance option, the obligations of each Guarantor will be released from all its obligations under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b)Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (aSection 8.01(a) and (bSection 8.01(b) above, the Issuer’s and the Guarantors’ obligations in Sections 2.3Section 2.07, 2.4Section 2.08, 2.5Section 2.09, 2.6Section 2.10, 2.7Section 2.11, 2.8Section 2.12, 7.6Section 2.13, 7.7 Section 2.14, Section 7.01, Section 7.02, Section 7.03, Section 7.06, Section 7.07 and in this Article VIII VIII, as applicable, shall survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ and any Guarantors’ obligations in Sections 7.6Section 7.06, 8.5 Section 8.05 and 8.6 Section 8.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 2 contracts
Sources: Indenture (Ferroglobe PLC), Indenture (Ferroglobe PLC)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights, indemnities and immunities of the Trustee and rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash Trustee funds in U.S. Dollars, U.S. Government Obligations or a combination thereof dollars in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the date of maturity or redemption, as the case may beapplicable, together with irrevocable written instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(2ii) the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.10, 3.124.11, 3.13 and 3.14 4.14, 4.15, and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(h), 6.01(i), 6.01(j), 6.01(k) and 6.1(vii6.01(l) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligationsobligation, each Guarantor will be released from all of its obligations with respect to its Guarantee and the Security Documents. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect to Significant Subsidiaries only), 6.01(h), 6.01(i), 6.01(j), 6.01(k) or 6.01(l) or because of the failure of the Issuer to comply with Section 8.1(b5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article VII, 2.8including, 7.6without limitation, 7.7 Sections 7.07 and 7.08, and in this Article VIII and the rights, indemnities and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 7.08, 8.05 and 8.6 8.06 and the rights, indemnities and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (Talos Energy Inc.), Indenture (Talos Energy Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights and immunities of registration or the Trustee and rights of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity within one year or (c3) if redeemable at the option of the IssuerCompany, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerCompany, and, in and the case of this clause (c), the Issuer or any Guarantor Company has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to to, but excluding, the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer Company directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any discharge of such Notes that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of redemption;
(2ii) the Issuer Company and/or the Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer Company at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.11, 3.114.12, 3.124.15 and 4.16, 3.13 and 3.14 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries or any group of the Issuer only), 6.1(vi) (with respect to Subsidiaries that together would constitute a Significant Subsidiaries of the Issuer onlySubsidiary) and 6.1(vii6.01(h) (“covenant defeasance option”). The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In If the event that the Issuer terminates Company exercises its legal defeasance option or its covenant defeasance option, each Guarantor will be released from all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligationsNotes. If the Issuer Company exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer Company exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect only to Significant Subsidiaries), 6.01(h) or 6.01(i) or because of the failure of the Company to comply with Section 8.1(b5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the IssuerCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer Company terminates.
(c) Notwithstanding clauses (a) and (b) above, the IssuerCompany’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article VII, 2.8including, 7.6without limitation, 7.7 Sections 7.07 and 7.08 and in this Article VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.67.07, 8.5 7.08, 8.05 and 8.6 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (XPO Logistics, Inc.), Indenture (XPO Logistics, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights and immunities of the Trustee and rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity within one year or (c3) if redeemable at the option of the IssuerIssuers, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerIssuers, and, in and the case of this clause (c), the Issuer or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the date of maturity or redemption, as the case may beapplicable, together with irrevocable instructions from the Issuer Issuers directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(2ii) the Issuer Issuers and/or the Subsidiary Guarantors have paid all other sums due and payable under this Indenture; and
(3iii) the Issuer has Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Notes and Notes, this Indenture (and the Security Documents with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its their obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.124.12, 3.13 4.13 and 3.14 4.15 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(h), 6.01(i), 6.01(j), 6.01(k) and 6.1(vii) the Security Documents (“covenant defeasance option”). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer Issuers terminates all of its their obligations under the Notes and this Indenture (with respect to such Notes) by exercising the their legal defeasance option or the their covenant defeasance option, the obligations of each Subsidiary Guarantor under with respect to its Subsidiary Guarantee of such Notes and the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect to Significant Subsidiaries only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k) or because of the failure of the Issuers to comply with Section 8.1(b5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminated.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s Issuers’ obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article VII, 2.8including, 7.6without limitation, 7.7 Sections 7.07 and 7.08 and in this Article VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.67.07, 8.5 7.08, 8.05 and 8.6 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (Muzak Capital, LLC), Indenture (Muzak Capital, LLC)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights and immunities of the Trustee and rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the IssuerIssuers, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerIssuers, and, in and the case of this clause (c), the Issuer or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer Issuers directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(2ii) the Issuer Issuers and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its their obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.124.12, 3.13 and 3.14 4.15 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i6.01(g), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(h), 6.01(i), Section 6.01(j) and 6.1(viiSection 6.01(k) (“covenant defeasance option”). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of the their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Notes and this Indenture (with respect to such Notes) by exercising the their legal defeasance option or the their covenant defeasance option, the obligations of each Subsidiary Guarantor under with respect to its Subsidiary Guarantee of such Notes and the Security Documents shall be terminated simultaneously with the termination of such obligationsterminate. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect to Significant Subsidiaries only), 6.01(h), 6.01(i) Section 8.1(b6.01(j) and Section 6.01(k) or because of the failure of the Issuers to comply with Section 5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s Issuers’ obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article VII, 2.8including, 7.6without limitation, 7.7 Sections 7.07 and 7.08 and in this Article VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.67.07, 8.5 7.08, 8.05 and 8.6 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (ADT, Inc.), Indenture (ADT, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights and immunities of the Trustee and rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the IssuerIssuers, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerIssuers, and, in and the case of this clause (c), the Issuer or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer Issuers directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that if such redemption is made as provided in the second paragraph of Paragraph 5 of the Note (x) the amount of cash in U.S. dollars, non-callable Cash Equivalents, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (y) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the redemption date as necessary to pay the Applicable Premium as determined by such date;
(2ii) the Issuer Issuers and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has Issuers have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its their obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.12, 3.13 4.12 and 3.14 4.15 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer Issuers only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(h) and 6.1(vii6.01(i) (“covenant defeasance option”). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of the their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Notes and this Indenture (with respect to such Notes) by exercising the their legal defeasance option or the their covenant defeasance option, the obligations of each Subsidiary Guarantor under with respect to its Subsidiary Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer Issuers exercises its their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries of Holdings only), 6.01(h) and 6.01(i) or because of the failure of Holdings to comply with Section 8.1(b)5.01. Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s Issuers’ obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article VII, 2.8including, 7.6without limitation, 7.7 Sections 7.07, 7.08 and 7.09, and in this Article VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.67.07, 8.5 7.08, 8.05 and 8.6 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (Athlon Energy Inc.), Indenture (Athlon Energy Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1a) either (i) all the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 2.08 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall will become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2b) the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and
(3c) the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) . Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.11, 3.11, 3.12, 3.13 4.12 and 3.14 4.14 and the operation of Section 4.1 (other than 5.01 and Sections 4.1(a)(i6.01(d), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v6.01(e) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi6.01(f) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(g) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(c), 6.01(d), 6.01(e) (with respect to Significant Subsidiaries of the Issuer only), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only) or 6.01(g) or because of the failure of the Issuer to comply with Section 4.08 or Section 5.01. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) . Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.67.07, 7.7 7.08 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06 shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (Intelsat S.A.), Indenture (Intelsat S.A.)
Discharge of Liability on Notes; Defeasance. (a) This Any Note Guarantees, this Indenture shall and the Security Documents will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1) either (ia) all the Notes theretofore previously authenticated and delivered (other than certain lost, stolen or destroyed Notes pursuant to Section 2.7 and certain Notes for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuers) have been delivered to the Trustee for cancellation cancellation; or (iib) all of the Notes not previously delivered to the Trustee for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in Issuers; (2) the case of this clause (c), the Issuer or any Guarantor has irrevocably Issuers have deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. DollarsTrustee money, U.S. Government Obligations Obligations, or a combination thereof thereof, as applicable, in an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the Notes not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
; (23) the Issuer and/or the Guarantors Issuers have paid or caused to be paid all other sums payable under this Indenture; and
and (34) the Issuer has Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture Section 8.01 have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and (3)).
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the either Issuer at any time may terminate (i) all of its obligations and all obligations of each Note Guarantor (if any) under the Notes Notes, any Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Article 4 (other than Section 4.01) and under Article 5 (other than Sections 3.25.01(a)(1) and 5.01(a)(2)), 3.3and thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to the Notes, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 Sections 6.01(a)(3) (other than with respect to Sections 4.1(a)(i5.01(a)(1) and 5.01(a)(2)), (ii) and (vi) and Section 4.1(c)(iv6.01(a)(4)) and Sections 6.1(iii, 6.01(a)(5), 6.01(a)(6) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 the Issuers and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(iSignificant Subsidiaries), (ii6.01(a)(7), 6.01(a)(8) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(a)(9) (“covenant defeasance option”). The Issuer Issuers at their option at any time may exercise its their legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the covenant defeasance option, the obligations of under any Note Guarantees shall each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises option or its covenant defeasance option, payment of the Notes so defeased may not Collateral will be accelerated because of an Event of Default specified in Section 8.1(b)released and each Note Guarantor (if any) will be released from all its obligations under its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above, the Issuer’s Issuers’ and any Note Guarantors’ obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.62.10, 7.7 and in 2.11, 7.01, 7.02, 7.03, 7.07, 7.08, this Article VIII 8 and Section 12.06, as applicable, shall survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ and any Note Guarantors’ obligations in Sections 7.67.07, 8.5 8.05, 8.06 and 8.6 12.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 2 contracts
Sources: Senior Secured Indenture (NXP Semiconductors N.V.), Senior Secured Indenture (NXP Semiconductors N.V.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease When (i) the Issuer delivers to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto), as expressly provided for in this Indenture) as to all outstanding Notes when:
(1) either (i) all the Notes theretofore of a Series that have been authenticated and delivered (other than lost, stolen or destroyed Notes pursuant to Section 2.7 which have been of such Series replaced or paid pursuant to the terms of this Indenture and Notes of such Series for whose which payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee for cancellation or (ii) (A) all outstanding Notes of the Notes such Series not previously delivered to the Trustee for cancellation (a) have become due and payablepayable by reason of maturity, (b) shall the giving of a notice of redemption or otherwise, will become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, Issuer’s name and at the Issuer’s expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee, as trust funds in cash in U.S. Dollarstrust solely for the benefit of the Holders, cash, U.S. Government Obligations Obligations, or a combination thereof thereof, in an amount sufficient such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes of such Series not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption; (B) the Issuer has paid or caused to be paid all sums payable by it under this Indenture with respect to the Notes of such Series; and (C) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes of such Series at maturity or the redemption date, as the case may be, together then, with irrevocable instructions from respect to such Series of Notes, this Indenture and all of the Issuer’s obligations in respect of the Notes of such Series shall, subject to Section 8.1(c), cease to be of further effect, and the Issuer directing the Paying Agent shall be deemed to apply such funds have satisfied and discharged this Indenture with respect to the payment thereof at maturity or redemption, as Notes of such Series and all of its obligations in respect of the case may be;
(2) Notes of such Series. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and
(3) the Issuer has delivered to the Trustee accompanied by an Officer’s Certificate and an Opinion of Counsel stating that and at the cost and expense of the Issuer. For the avoidance of doubt, the Issuer will continue to be obligated to pay all conditions precedent other sums due under this Indenture relating to the satisfaction and discharge Trustee or to Holders of this Indenture have been complied withany other Series of Notes.
(b) Subject to Section Sections 8.1(c) and 8.2, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (of a Series and, with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default Series, this Indenture (“legal defeasance option”) or (ii) its obligations with respect to such Series under Article 4 (with the exception of Sections 3.24.1, 3.34.3, 3.44.12 and 4.13), 3.5the limitations described in clause (4) of paragraphs (a) and (b) under Section 5.1, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i)the “cross acceleration provision”, (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (“bankruptcy provisions” with respect to Significant Subsidiaries of and Subsidiary Guarantors and the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii) “judgment default provision” under Section 6.1 (“covenant defeasance option”). The Issuer may exercise its legal defeasance option with respect to a Series of Notes notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (option with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligationsSeries. If the Issuer exercises its legal defeasance optionoption with respect to Notes of a Series, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased such Series may not be accelerated because of an Event of Default with respect to such Series. If the Issuer exercises its covenant defeasance option with respect to a Series of Notes, payment of the Notes of such Series may not be accelerated because of an Event of Default with respect to such Series specified in Sections 6.1(a) (3), (4), (5), (6), (7) (with respect to Significant Subsidiaries), (8) or (9) or because of the failure to comply with clause (4) of paragraphs (a) and (b) under Section 8.1(b)5.1. If the Issuer exercises its legal defeasance option or its covenant defeasance option with respect to a Series of Notes, each Subsidiary Guarantor shall be released from all its obligations with respect to its Note Guarantee in respect of such Series. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) aboveabove with respect to a Series of Notes, the Issuer’s rights and obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.62.9, 7.7 2.10, 2.11, 2.12, 7.7, 7.8 and in this Article VIII 8 with respect to such Series of Notes shall survive until the Notes of such Series have been paid in full. Thereafter, and, thereafter, the Issuer’s rights and obligations in Sections 7.67.7 and 8.4 with respect to such Series shall survive. Notwithstanding anything to the contrary in this Article, 8.5 and 8.6 the Issuer’s exercise of its legal defeasance option or covenant defeasance option with respect to one Series of Notes shall survive such satisfaction and dischargehave no affect on the Issuer’s obligations with respect to any other Series of Notes.
Appears in 2 contracts
Sources: Indenture (Alcoa Upstream Corp), Indenture (Alcoa Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (ia) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (iib) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the IssuerIssuers, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerIssuers, and, in and the case of this clause (c), the Issuer or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer Issuers directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(2ii) the Issuer Issuers and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Notes and this Indenture (with respect to such the holders of the Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.124.12, 3.13 4.13 and 3.14 4.15 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), (ii) and (vi) and Section 4.1(c)(iv)6.01(d) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii6.01(e) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(g), 6.01(h), 6.01(i) and 6.1(vii6.01(j) (“covenant defeasance option”). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of the their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Notes and this Indenture (with respect to such Notes) by exercising the their legal defeasance option or the their covenant defeasance option, the obligations of each Subsidiary Guarantor under its Guarantee of such with respect to the Notes and the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(c), 6.01(d), 6.01(e) and 6.01(f) (with respect to Significant Subsidiaries), 6.01(g), 6.01(h), 6.01(i) or 6.01(j) or because of the failure of the Issuers to comply with Section 5.01. Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s Issuers’ obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.67.07, 7.7 7.08 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06 shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (CAESARS ENTERTAINMENT Corp), Indenture (CAESARS ENTERTAINMENT Corp)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease Subject to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect theretoSection 8.1(c), as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1i) either (ix) all the Notes theretofore that have been authenticated and delivered (other than Notes replaced or paid pursuant to Section 2.7 which have been replaced or paid 2.10 and such Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) ), have been delivered to the Trustee for cancellation or (iiy) all of the outstanding Notes not previously theretofore delivered to the Trustee for cancellation (a) have become due and payablepayable by reason of the making of a notice of redemption or otherwise, (b) shall will become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be irrevocably deposited with the Paying Agent fundsTrustee, as trust funds in trust solely for the benefit of the Holders, cash in U.S. Dollarsdollars, U.S. Government Obligations Obligations, or a combination thereof thereof, in such amounts as will be sufficient, in the opinion of an amount sufficient accounting, appraisal or investment banking firm of national standing, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of final maturity or redemptionredemption (provided that if such redemption is made as provided in the fifth paragraph of paragraph 5 of the form of Note attached hereto as Exhibit A, (1) the amount of cash in U.S. dollars, U.S. Government Obligations, or a combination thereof, that must be irrevocably deposited will be determined using an assumed Applicable Premium calculated as of the date of such deposit and (2) the depositor must irrevocably deposit or cause to be deposited additional money in trust on the Redemption Date as necessary to pay the Applicable Premium as determined by such date); (ii) in respect of clause (i)(y), no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which either the Issuer or any Guarantor is a party or by which either the Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings); (iii) the Issuer has paid or caused to be paid all sums payable by it under this Indenture; and (iv) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of such Notes at final maturity or the Redemption Date, as the case may be, together with irrevocable instructions from then the Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2) the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and
(3) the Issuer has delivered to the Trustee accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel Counsel, which may be subject to customary assumptions and exclusions, stating that all conditions precedent under this Indenture specified herein relating to the satisfaction and discharge of this Indenture have been complied with) and at the cost and expense of the Issuer. If U.S. Government Obligations shall have been deposited in connection with such satisfaction and discharge, then as a further condition to such satisfaction and discharge, the Trustee shall have received a certificate from a nationally recognized firm of independent accountants to the effect set forth in Section 8.2(1).
(b) Subject to Section Sections 8.1(c) and 8.2, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) ), and Liens on the Collateral securing the Notes will be released, and after giving effect to such legal defeasance, any omission to comply with such obligations shall no longer constitute a Default or Event of Default or (ii) its obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.93.10, 3.11, 3.123.19, 3.13 3.20 and 3.14 3.21, and clause (a)(3) of Section 4.1, and the operation Issuer may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such Section, whether directly or indirectly, by reason of any reference elsewhere herein to any such Section 4.1 or by reason of any reference in any such Section to any other provision herein or in any other document and such omission to comply with such Sections shall no longer constitute a Default or an Event of Default under Section 6.1(a)(3) (other than Sections 4.1(a)(ias it relates to Section 4.1(a)(3) only), Section 6.1(a)(4) (ii) and (iv) and Section 4.1(c)(iv)to the extent applicable to such other defeased covenants), 6.1(ivSection 6.1(a)(6), 6.1(vSection 6.1(a)(7) (only with respect to Significant Subsidiaries and a group of the Issuer onlyRestricted Subsidiaries constituting a Significant Subsidiary), 6.1(viSection 6.1(a)(8) (only with respect to Significant Subsidiaries and a group of Restricted Subsidiaries constituting a Significant Subsidiary), Section 6.1(a)(9) and Section 6.1(a)(10) (other than with respect to the Guarantee of the Issuer onlyParent Guarantor), and the events specified in such Sections shall no longer constitute an Event of Default and the Liens on the Collateral securing the Notes will be released (clause (ii) and 6.1(vii) (being referred to as the “covenant defeasance option”), but except as specified above, the remainder of this Indenture and the Notes shall be unaffected thereby. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that If the Issuer terminates all of exercises its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the its covenant defeasance option, the obligations of each Guarantor under its Guarantee of Guarantees in effect at such Notes time shall be terminated simultaneously with the termination of such obligationsterminate. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.1(a)(3) (as it relates to Section 4.1(a)(3) only), Section 6.1(a)(4) (to the extent applicable to Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.8, 3.9, 3.10, 3.11, 3.19, 3.20 and 3.21), Section 6.1(a)(6), Section 6.1(a)(7) (only with respect to Significant Subsidiaries and a group of Restricted Subsidiaries constituting a Significant Subsidiary), Section 6.1(a)(8) (only with respect to Significant Subsidiaries and a group of Restricted Subsidiaries constituting a Significant Subsidiary), Section 6.1(9) or Section 6.1(10) (other than with respect to the Guarantee of the Parent Guarantor). Upon satisfaction of the conditions set forth herein and upon request and expense of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (athe provisions of Sections 8.1(a) and (b) aboveto the extent relating to a satisfaction and discharge or a legal defeasance, the Issuer’s obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.72.10, 2.82.11, 7.62.12, 2.13, 2.18, 7.7 and 7.8 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.7, 8.4 and 8.5 and 8.6 shall survive such satisfaction and dischargesurvive.
Appears in 2 contracts
Sources: Indenture (Ultra Petroleum Corp), Exchange Agreement (Ultra Petroleum Corp)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (ia) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iib) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2ii) the Issuer and/or the Guarantors have Parent Guarantor has paid all other sums payable under this Indenture; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such the holders of the Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.124.12, 3.13 4.13, 4.15 and 3.14 4.18 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), (ii) and (vi) and Section 4.1(c)(iv)6.01(d) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii6.01(e) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(g), 6.01(h), 6.01(i) and 6.1(vii6.01(j) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Subsidiary Pledgor with respect to the Notes and the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(c), 6.01(d), 6.01(e) and 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g), 6.01(h), 6.01(i) or 6.01(j) or because of the failure of the Issuer to comply with Section 5.01. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.67.07, 7.7 7.08 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06 shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (CAESARS ENTERTAINMENT Corp), Indenture (CAESARS ENTERTAINMENT Corp)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except for certain rights of the Trustee and the Issuers’ obligations with respect thereto and as to surviving rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1a) either (i) all the Notes theretofore authenticated and delivered (other than Notes which have been replaced pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee (or such entity designated (as agent) by the Trustee or the Issuers for such purpose) in the name, and at the expense, of the IssuerIssuers, and, in and either of the case of this clause (c), the Issuer Issuers or any Guarantor has irrevocably deposited or caused to be deposited in a manner that is not revocable by any Issuer or such Guarantor or any of their respective Affiliates with the Paying Agent funds, in cash in U.S. Dollars, money or U.S. Government Obligations or a combination thereof in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer Issuers directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2b) the Issuer Issuers and/or the Guarantors have paid all other sums then due and payable under this Indenture; and
(3c) the Lux Co-Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) . Subject to Section Sections 8.1(c) and 8.2, the Issuer Issuers, at any time may may, with respect to the Notes of any series, terminate (i) all of its their obligations under the Notes of such series and this Indenture (with respect to such NotesNotes of such series) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default the Notes of such series (“legal defeasance option”) and cure all then-existing Events of Default with respect to the Notes of such series or (ii) its obligations their obligations, with respect to the Notes of such series, under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13 3.14 and 3.14 3.15 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)3.15), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer Issuers only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer Issuers only) and 6.1(vii) (“covenant defeasance option”). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of the their covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the Issuers exercise their legal defeasance option or the their covenant defeasance optionoption with respect to the Notes of any series, the obligations of each Guarantor under its Guarantee of such Notes of such series shall be terminated simultaneously with the termination of such obligationsthe applicable obligations of the Issuers being terminated. If the Issuer exercises its Issuers exercise their legal defeasance optionoption with respect to the Notes of any series, payment of the Notes of such series so defeased may not be accelerated because of an Event of Default, with respect thereto. If the Issuer exercises its Issuers exercise their covenant defeasance optionoption with respect to the Notes of any series, payment of the Notes of such series so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.1(iii) (with respect to any Default by the Lux Co-Issuer or any of its Restricted Subsidiaries with any of their obligations under Article III other than Section 3.1), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuers only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuers only) or 6.1(vii). Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(cd) Notwithstanding clauses (a) and (b) above, the Issuer’s Issuers’ obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.6 and 7.7 and in this Article VIII shall survive with respect to the applicable series of Notes until the Notes of such series have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (Ortho Clinical Diagnostics Holdings PLC), Indenture (Ortho Clinical Diagnostics Holdings PLC)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall Indenture, and the rights of the Trustee and the Holders of the applicable series of Notes hereunder will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
of a series when (1) either (ia) all the Notes theretofore of such series previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes pursuant to Section 2.7 for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee relevant Paying Agent for cancellation cancellation; or (iib) all of the Notes of such series not previously delivered to the Trustee relevant Paying Agent for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause ; (c), 2) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee (or an entity designated or appointed as agent by it for this purpose), in cash in U.S. Dollars, dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof thereof, in an amount sufficient to pay and discharge the entire Indebtedness on the Notes of such series not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
; (23) the Issuer and/or the Guarantors have has paid or caused to be paid all other sums payable under this Indenture with respect to the applicable series of Notes (and, in the case of a discharge of this Indenture, all series of Notes); and
(34) the Issuer has delivered irrevocable instructions under this Indenture to apply the deposited money toward payment of the Notes of such series at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent under this Indenture Section 8.01 relating to the satisfaction and discharge of this Indenture or the applicable series of Notes, as the case may be, have been complied with.
(b) Subject to Section 8.28.01(c) and Section 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes of a series and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) and cure all then existing Defaults and Events of Default or (ii) its obligations under Sections 3.2the covenants in Article 4 and Article 5 and the default provisions relating to such covenants in clauses (3) of Section 6.01(a), 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 clauses (other than Sections 4.1(a)(i5), (ii6) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 the Issuer and 3.14 Significant Subsidiaries and the operation (7) of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(a) (“covenant defeasance option”). The Issuer at its option at any time may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the a series of Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the covenant defeasance option, the obligations of under any Guarantees (if any) shall each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment the rights of the Notes so defeased may not be accelerated because of an Event of Default. If Trustee and the Issuer exercises its covenant Holders under this Indenture in effect at such time will terminate (other than with respect to the defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(btrust). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. If the Issuer exercises its legal defeasance option with respect to a series of the Notes, payment of such Notes may not be accelerated because of an Event of Default with respect to such Notes. If the Issuer exercises its covenant defeasance option with respect to a series of Notes, payment of such Notes may not be accelerated because of an Event of Default specified in clause (3) (other than with respect to clauses (1) and (2) of Section 5.03(a)), (5), (6) or (7) of Section 6.01(a).
(c) Notwithstanding clauses (aSection 8.01(a) and (b) aboveSection 8.01(b), the Issuer’s obligations in Sections 2.32.03, 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7Section 2.07, 2.8Section 2.08, 7.6Section 2.09, 7.7 Section 2.10, Section 2.11, Article 7 and in this Article VIII 8, as applicable, and the rights of Holders to receive payments in respect of the principal, premium, if any, and interest on the Notes when such payments are due, solely out of the trust created pursuant to this Indenture referred to in Section 8.01(a) and Section 8.02(a), shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6Section 7.07, 8.5 Section 8.05 and 8.6 Section 8.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 2 contracts
Sources: Indenture (Altice USA, Inc.), Indenture (Altice USA, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights and immunities of the Trustee, rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) Indenture as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously theretofore delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash Trustee funds in U.S. Dollars, U.S. Government Obligations or a combination thereof dollars in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest (including PIK interest which for the avoidance of doubt shall be paid in cash) on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable written instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2ii) the Issuer and/or the Guarantors have has paid all other sums payable under this IndentureIndenture and has issued or will simultaneously with the deposit referred to above, issue the Warrants, as certified to the Trustee in an Officers’ Certificate; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. All of the Collateral will be automatically released from the Lien securing the Notes, as provided under Section 13.07 hereof, upon the satisfaction and discharge of this Indenture in accordance with the provisions described above.
(b) Subject to Section 8.28.01(c), Section 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.8, 3.9, 3.11, 3.12, 3.13 4.08 and 3.14 4.10 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(h) and 6.1(vii6.01(i) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(bSections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (with respect to Subsidiaries of the Issuer only), 6.01(h) and 6.01(i). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article VII, 2.8including, 7.6without limitation, 7.7 Sections 7.07, 7.08 and 7.09, and in this Article VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 7.08 and 8.6 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Fourth Supplemental Indenture (Sunnova Energy International Inc.), Fourth Supplemental Indenture (Sunnova Energy International Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights and immunities of the Trustee and rights of registration or of registration of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the IssuerIssuers, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerIssuers, and, in and the case of this clause (c), the Issuer or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer Issuers directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2ii) the Issuer Issuers and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has Issuers have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its their obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.12, 3.13 4.12 and 3.14 4.15 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer Issuers only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(h) and 6.1(vii6.01(i) (“covenant defeasance option”). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of the their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Notes and this Indenture (with respect to such Notes) by exercising the their legal defeasance option or the their covenant defeasance option, the obligations of each Subsidiary Guarantor under with respect to its Subsidiary Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer Issuers exercises its their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries of Holdings only), 6.01(h) and 6.01(i) or because of the failure of Holdings to comply with Section 8.1(b)5.01. Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s Issuers’ obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article VII, 2.8including, 7.6without limitation, 7.7 Sections 7.07, 7.08 and 7.09, and in this Article VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.67.07, 8.5 7.08, 8.05 and 8.6 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (MBOW Four Star, L.L.C.), Indenture (MBOW Four Star, L.L.C.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall will be discharged and shall will cease to be of further effect and any collateral then securing the Notes shall be released (except as to rights, indemnities and immunities of the Trustee and to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes, and the Liens, if any, on the Collateral securing the Notes and the Note Guarantees will be released, in each case when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 which have been replaced or paid pursuant to Section 2.7 and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity within one year or (c3) if redeemable at the option of the IssuerIssuers, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerIssuers, and, in and any of the case of this clause (c), the Issuer Issuers or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, Trustee funds in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer Issuers directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2ii) the Issuer Issuers and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.1(c) and Section 8.2, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Notes and this Indenture (with respect to such Notes) and have each Subsidiary Guarantor’s obligation discharged with respect to its Subsidiary Guarantee and have Liens, if any, on the Collateral securing the Notes and the Note Guarantees released and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13 3.14, 3.15, 3.16, 3.19 and 3.14 3.20 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii6.1(c) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.13 3.14, 3.15, 3.16, 3.19 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i3.20), 6.1(d), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v6.1)(e) (with respect to Significant Subsidiaries of the Issuer Issuers only), 6.1(vi6.1(f) (with respect to Significant Subsidiaries of the Issuer Issuers only), 6.1(g), 6.1(h), 6.1(i), 6.1(j), 6.1(k) and 6.1(vii6.1(m) and have Liens, if any, on the Collateral securing the Notes and the Note Guarantees released (“covenant defeasance option”). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of the covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Subsidiary Guarantor under its Subsidiary Guarantee of such Notes shall will be terminated simultaneously with the termination of such obligations. .
(c) If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.1(c) (with respect to any Default by the Issuer or any of its Restricted Subsidiaries with any of their obligations under Article III other than Sections 3.1, 3.13, 3.17, 6.1(d). , 6.1(e) (with respect to Significant Subsidiaries of the Issuers only), 6.1(f) (with respect to Significant Subsidiaries of the Issuers only)), 6.1(g), 6.1(h), 6.1(i), 6.1(j), 6.1(k) or 6.1(m).
(d) Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall will acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(ce) Notwithstanding clauses (a) and (b) above, the Issuer’s Issuers’ obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.7 and in this Article VIII shall will survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.6, 8.5 and 8.6 shall will survive such satisfaction and discharge.
Appears in 2 contracts
Sources: Indenture (Neiman Marcus Group LTD LLC), Indenture (Neiman Marcus Group LTD LLC)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto), as expressly provided for in this Indenture) as to all outstanding Notes when:
(1) either When (i) all the outstanding Notes theretofore authenticated and delivered (other than Notes replaced pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.07) have been delivered to the Trustee for cancellation and the Issuer has paid or caused to be paid all sums payable by them hereunder, or (ii) (A) all of the outstanding Notes not previously theretofore delivered to the Trustee for cancellation (a1) have become due and payable, payable by reason of the making of a notice of redemption or otherwise or (b2) shall become due and payable at their Stated Maturity mature within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of a full redemption by the Paying Agent in the nameredemption, and at the expense, of the Issuer, and, in the case of this clause (c), B) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited deposits with the Paying Agent funds, in Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in thereof, sufficient, as confirmed, certified or attested by an amount sufficient Independent Financial Advisor, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for at maturity or upon redemption principal of, premium, if any, and interest on all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), (C) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes to issued hereunder has occurred and is continuing on the date of maturity the deposit, (D) the deposit shall not result in a breach or redemptionviolation of, as the case may be, together with irrevocable instructions from or constitute default under any other material agreement or instrument (other than this Indenture) to which the Issuer directing is a party or by which the Paying Agent to apply such funds to the payment thereof at maturity or redemptionIssuer is bound, as the case may be;
and (2E) the Issuer and/or the Guarantors have pays or causes to be paid all other sums payable under hereunder by the Issuer, then this Indenture; and
(3) Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Issuer has delivered to the Trustee accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to and at the satisfaction cost and discharge expense of this Indenture have been complied withthe Issuer.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its their obligations and the obligations of the Guarantors under the Notes Notes, the Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default Indenture, as applicable (“legal defeasance option”) or (ii) its the obligations under Sections 3.24.03, 3.34.04, 3.44.05, 3.54.06, 3.64.07, 3.74.08, 3.84.09, 3.94.10, 3.11, 3.12, 3.13 4.11 and 3.14 4.12 and the operation of limitations contained in Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii5.02(d) (“covenant defeasance option”). If the Issuer exercises its legal defeasance option, the Note Guarantees in effect at such time shall be automatically released. If the Issuer exercises its covenant defeasance option, the Note Guarantees (other than the Note Guarantee of the Parent Guarantor) in effect at such time shall be automatically released. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(d) (only with respect to the covenants of Article 4 identified in the immediately preceding paragraph), 6.01(e), 6.01(f), 6.01(g) (with respect only to Significant Subsidiaries or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), 6.01(h) (with respect only to Significant Subsidiaries or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) or 6.01(i) (other than with respect to the Note Guarantee of the Parent Guarantor) or because of the failure of the Parent Guarantor to comply with the limitations contained in Section 8.1(b5.02(d). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the defeasance contemplated have been complied with, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) abovein this Section 8.01, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.77.07, 2.87.08, 7.6, 7.7 8.05 and in this Article VIII 8.06 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 7.07 and 8.6 8.05 shall survive such satisfaction and or discharge.
Appears in 2 contracts
Sources: Indenture (MARRIOTT VACATIONS WORLDWIDE Corp), Indenture (MARRIOTT VACATIONS WORLDWIDE Corp)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall Indenture, and the rights of the Trustee and the Holders under the Intercreditor Agreement, any Additional Intercreditor Agreement and the Notes Security Documents will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1) either (ia) all the Notes theretofore previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes pursuant to Section 2.7 for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee Paying Agent for cancellation cancellation; or (iib) all of the Notes not previously delivered to the Trustee Paying Agent for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause ; (c), 2) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee (or an entity designated or appointed as agent by it for this purpose), in cash in U.S. Dollars, dollars or dollar-denominated U.S. Government Obligations or a combination thereof thereof, in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
; (23) the Issuer and/or the Guarantors have has paid or caused to be paid all other sums payable under this Indenture; and
(34) the Issuer has delivered irrevocable instructions under this Indenture to apply the deposited money toward payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent under this Indenture Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.28.01(c) and Section 8.02, the Issuer at any time may terminate (i) all of its obligations and all obligations of each Guarantor under the Notes Notes, any Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) and cure all then existing Defaults and Events of Default or (ii) its obligations under Sections 3.2the covenants in Article 4 and Article 5 hereof (other than Section 4.01, 3.3Section 5.03(a)(1) and (2)) and the default provisions relating to such covenants in Section 6.01(a)(3) (other than with respect to Section 5.03(a)(1) and (2)) and 6.01(a)(4), 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi6.01(a)(5)(A) and Section 4.1(c)(iv6.01(a)(5)(B), Section 6.01(a)(6) and Sections 6.1(iii) (with respect to any Default under Sections 3.2the Company and Significant Subsidiaries, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i6.01(a)(7), (ii) and (ivSection 6.01(a)(8) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(a)(9) (“covenant defeasance option”). The Issuer at its option at any time may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the covenant defeasance option, the obligations of under any Guarantees shall each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment the Notes Security Documents and the rights of the Notes so defeased may not be accelerated because of an Event of DefaultTrustee and the Holders under the Intercreditor Agreement or any Additional Intercreditor Agreement in effect at such time will terminate (other than with respect to the defeasance trust). If the Issuer exercises its legal defeasance option or its covenant defeasance option, payment of the Notes so defeased may not Collateral will be accelerated because of an Event of Default specified in Section 8.1(b)released and each Guarantor will be released from all its obligations under its Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. If the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect to such Notes. If the Issuer exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(a)(3) (other than with respect to Section 5.03(a)(1) and (2) and Section 5.04(a)(B)(1) and (2)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6), 6.01(a)(7), 6.01(a)(8) or 6.01(a)(9).
(c) Notwithstanding clauses (aSection 8.01(a) and (b) aboveSection 8.01(b), the Issuer’s and any Guarantors’ obligations in Sections 2.32.03, 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7Section 2.07, 2.8Section 2.08, 7.6Section 2.09, 7.7 and in Section 2.10, Section 2.11, Article 7, this Article VIII 8 and Section 11.06, as applicable, shall survive until the Notes have been paid in full. Thereafter, the Issuer’s and any Guarantors’ obligations in Sections 7.6Section 7.07, 8.5 Section 8.05, Section 8.06 and 8.6 Section 11.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 2 contracts
Sources: Indenture (Altice USA, Inc.), Indenture (Altice USA, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall Indenture, and the rights of the Trustee and the Holders under the Intercreditor Agreement, any Additional Intercreditor Agreement and the Notes Security Documents will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1) either (ia) all the Notes theretofore previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes pursuant to Section 2.7 for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee Paying Agent for cancellation cancellation; or (iib) all of the Notes not previously delivered to the Trustee Paying Agent for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause ; (c), 2) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee (or an entity designated or appointed as agent by it for this purpose), in cash in U.S. Dollars, dollars or dollar-denominated U.S. Government Obligations or a combination thereof thereof, in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
; (23) the Issuer and/or the Guarantors have has paid or caused to be paid all other sums payable under this Indenture; and
(34) the Issuer has delivered irrevocable instructions under this Indenture to apply the deposited money toward payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent under this Indenture Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.28.01(c) and Section 8.02, the Issuer at any time may terminate (i) all of its obligations and all obligations of each Guarantor under the Notes Notes, any Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) and cure all then existing Defaults and Events of Default or (ii) its obligations under Sections 3.2the covenants in Article 4 and Article 5 hereof (other than Section 4.01, 3.3Section 5.03(a)(1) and (2)) and the default provisions relating to such covenants in Section 6.01(a)(3) (other than with respect to Section 5.03(a)(1) and (2)) and 6.01(a)(4), 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi6.01(a)(5)(A) and Section 4.1(c)(iv6.01(a)(5)(B), Section 6.01(a)(6) and Sections 6.1(iii) (with respect to any Default under Sections 3.2the Company and Significant Subsidiaries, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i6.01(a)(7), (ii) and (ivSection 6.01(a)(8) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v6.01(a)(9) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii) LEGAL_EU # 16733244.6 118 (“covenant defeasance option”). The Issuer at its option at any time may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the covenant defeasance option, the obligations of under any Guarantees shall each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment the Notes Security Documents and the rights of the Notes so defeased may not be accelerated because of an Event of DefaultTrustee and the Holders under the Intercreditor Agreement or any Additional Intercreditor Agreement in effect at such time will terminate (other than with respect to the defeasance trust). If the Issuer exercises its legal defeasance option or its covenant defeasance option, payment of the Notes so defeased may not Collateral will be accelerated because of an Event of Default specified in Section 8.1(b)released and each Guarantor will be released from all its obligations under its Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. If the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect to such Notes. If the Issuer exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in Sections 6.01(a)(3) (other than with respect to Section 5.03(a)(1) and (2) and Section 5.04(a)(B)(1) and (2)), 6.01(a)(4), 6.01(a)(5), 6.01(a)(6), 6.01(a)(7), 6.01(a)(8) or 6.01(a)(9).
(c) Notwithstanding clauses (aSection 8.01(a) and (b) aboveSection 8.01(b), the Issuer’s and any Guarantors’ obligations in Sections 2.32.03, 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7Section 2.07, 2.8Section 2.08, 7.6Section 2.09, 7.7 and in Section 2.10, Section 2.11, Article 7, this Article VIII 8 and Section 11.06, as applicable, shall survive until the Notes have been paid in full. Thereafter, the Issuer’s and any Guarantors’ obligations in Sections 7.6Section 7.07, 8.5 Section 8.05, Section 8.06 and 8.6 Section 11.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 1 contract
Sources: Indenture
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes whenand their obligations under this Indenture with respect to the Holders of the Notes:
(i) when (1) either (i) all the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 2.08 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii2) all of the Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall will become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee funds in respect of the Notes, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2ii) the Issuer and/or or the Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default the Notes (“legal defeasance option”) or (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.11, 3.114.12, 3.124.14, 3.13 4.15 and 3.14 4.16 for the benefit of the Notes and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv)5.01(a)(iv) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i6.01(d), (ii) and (iv) and Section 4.1(c)(iv)6.01(f), 6.1(iv), 6.1(v6.01(g) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi6.01(h) (with respect to Significant Subsidiaries only), 6.01(i) (with respect to Significant Subsidiaries only), 6.01(j), 6.01(k), 6.01(l) and 6.01(m) for the benefit of the Issuer only) and 6.1(vii) Notes (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) Notes by exercising the its legal defeasance option or the their covenant defeasance option, the obligations of each Guarantor under its Guarantee of such the Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(f), 6.01(g) (with respect to Significant Subsidiaries only), 6.01(h) (with respect to Significant Subsidiaries only), 6.01(i) (with respect to Significant Subsidiaries only), 6.01(j), 6.01(k), 6.01(l) or 6.01(m) or because of the failure of Holdings to comply with Section 8.1(b5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.64.01(c), 7.7 4.01(e), 7.07, 7.08 and in this Article VIII 8 shall survive until all the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.64.01(c), 8.5 4.01(e), 7.07, 8.05 and 8.6 8.06 shall survive such satisfaction and discharge.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (ia) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iib) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2ii) the Issuer and/or the Guarantors have Parent Guarantor has paid all other sums payable under this Indenture; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) . Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such the holders of the Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.124.12, 3.13 4.13 and 3.14 4.15 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), (ii) and (vi) and Section 4.1(c)(iv)6.01(d) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii6.01(e) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(g), 6.01(h), 6.01(i) and 6.1(vii6.01(j) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Subsidiary Pledgor with respect to the Notes and the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(c), 6.01(d), 6.01(e) and 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g), 6.01(h), 6.01(i) or 6.01(j) or because of the failure of the Issuer to comply with Section 5.01. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(cb) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.67.07, 7.7 7.08 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06 shall survive such satisfaction and discharge.
Appears in 1 contract
Sources: Indenture (Gnoc Corp.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights, indemnities and immunities of the Trustee and rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the date of maturity or redemption, as the case may beapplicable, together with irrevocable written instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption (with any such deficit to be set forth in a written notice delivered to the holders and the Trustee at least two (2) Business Days prior to the redemption date) only required to be deposited with the Trustee on or prior to the date of the redemption;
(2ii) the Issuer Issuer, the Company and/or the Subsidiary Guarantors have paid all other sums due and payable under this Indenture; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its the obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.124.12, 3.13 4.13 and 3.14 4.15 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(h) and 6.1(vii6.01(i) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of the Parent Guarantor with respect to its Parent Guarantee and the obligations of each Subsidiary Guarantor under with respect to its Subsidiary Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect to Significant Subsidiaries only), 6.01(h) or 6.01(i) or because of the failure of the Issuer to comply with Section 8.1(b5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesterminated.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article VII, 2.8including, 7.6without limitation, 7.7 Sections 7.07 and 7.08 and in this Article VIII and the rights, indemnities and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 7.08, 8.05 and 8.6 8.06 and the rights, indemnities and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights, indemnities and immunities of the Trustee and rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, Trustee funds (which may be in cash in U.S. Dollars, and/or U.S. Government Obligations or a combination thereof Obligations) in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the date of maturity or redemption, as the case may beapplicable, together with irrevocable written instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption (and any such deficit will be set forth in a written notice delivered to the holders of the Notes and the Trustee at least two (2) Business Days prior to the redemption date) only required to be deposited with the Trustee on or prior to the date of the redemption;
(2ii) the Issuer and/or the Subsidiary Guarantors have paid all other sums due and payable under this Indenture; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its the obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.124.12, 3.13 4.13 and 3.14 4.15 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(h), 6.01(i), 6.01(j) and 6.1(vii6.01(k) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of each Subsidiary Guarantor under with respect to its Subsidiary Guarantee of such Notes and the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect to Significant Subsidiaries only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k) or because of the failure of the Issuer to comply with Section 8.1(b5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesterminated.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.7 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.
Appears in 1 contract
Sources: Indenture (QXO, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (ia) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iib) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2ii) the Issuer and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such the holders of the Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.124.12, 3.13 and 3.14 and 4.13, 4.15, 4.17, the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, Sections 4.1(a)(i6.01(d), (ii6.01(e) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(viiSection 6.01(g) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of each Subsidiary Guarantor under its Guarantee of such with respect to the Notes and the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(c), 6.01(d), 6.01(e) and 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g), 6.01(h), 6.01(i) or 6.01(j) or because of the failure of the Issuer to comply with Section 5.01. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.67.07, 7.7 7.08 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06 shall survive such satisfaction and discharge.
Appears in 1 contract
Sources: Indenture (Mariner, LLC)
Discharge of Liability on Notes; Defeasance. (a) This Any Note Guarantees and this Indenture shall will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
of a series when (1) either (ia) all the Notes theretofore of such series previously authenticated and delivered (other than certain lost, stolen or destroyed Notes pursuant to Section 2.7 and certain Notes for which 50 provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuers) have been delivered to the Trustee for cancellation cancellation; or (iib) all Notes of the Notes such series not previously delivered to the Trustee for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in Issuers; (2) the case of this clause (c), the Issuer or any Guarantor has irrevocably Issuers have deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. DollarsTrustee (or such entity designated by the Trustee for this purpose) money, U.S. Government Obligations Obligations, or a combination thereof thereof, as applicable, in an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the Notes of such series not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
; (23) the Issuer and/or the Guarantors Issuers have paid or caused to be paid all other sums payable under this IndentureIndenture with respect to the Notes of such series; and
and (34) the Issuer has Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture Section 8.01 have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and (3)).
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the either Issuer at any time may terminate (i) all of its obligations under the Notes and all obligations of each Guarantor with respect to a series of Notes, any Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Article 4 (other than Sections 3.24.01, 3.34.02 and 4.04) and under Article 5 (other than Sections 5.01(a)(1) and 5.01(a)(2)), 3.4and thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to such series of Notes, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 Sections 6.01(a)(3) (other than with respect to Sections 4.1(a)(i5.01(a)(1) and 5.01(a)(2)), (ii) and (vi) and Section 4.1(c)(iv6.01(a)(4)) and Sections 6.1(iii, 6.01(a)(5), 6.01(a)(6) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 the Issuers and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (iiSignificant Subsidiaries) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(a)(7) (“covenant defeasance option”). The Issuer Issuers at their option at any time may exercise its their legal defeasance option notwithstanding its their prior exercise of the their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under with respect to the Notes of a series and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the covenant defeasance option, the obligations of under any Note Guarantees shall each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its option or their covenant defeasance option, payment of the Notes so defeased may not each Guarantor will be accelerated because of an Event of Default specified in Section 8.1(b)released from all its obligations under its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above, the Issuer’s Issuers’ and Guarantors’ obligations with respect to a series of Notes in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.62.10, 7.7 2.11, 7.01, 7.02, 7.03, 7.07, 7.08 and in this Article VIII 8, as applicable, 51 shall survive until the Notes of such series have been paid in full. Thereafter, the Issuer’s Issuers’ and Guarantors’ obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights immunities of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto), as expressly provided for in this IndentureTrustee) as to all outstanding Notes when:
(1) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which that have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, Trustee money or U.S. Government Obligations (or a combination thereof of cash and U.S. Government Obligations) in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds or U.S. Government Obligations, as applicable, to the payment thereof at maturity or redemption, as the case may be;; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption; and
(2) the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and
(3) . Upon completion of the foregoing, the Issuer has delivered shall deliver to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1) and (2) of this Section 8.01(a)).
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, (1) at any time, the Issuer may, at any time may terminate (i) all its option, elect to have the obligations of its obligations the Issuer and the Guarantors under the Notes Notes, the Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default terminate (“legal defeasance optiondefeasance”) or (ii2) the Issuer may, at its option and at any time, elect to have its obligations and those of the Guarantors released with respect to their respective obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.9, 3.11, 3.12, 3.13 4.09 and 3.14 4.11 and the operation of Section 4.1 (other than Sections 4.1(a)(i6.01(a)(6), 6.01(a)(7), 6.01(a)(8) and 6.01(a)(9) (iibut, in the case of Sections 6.01(a)(7) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (8), with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 Subsidiary Guarantors and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(viithe limitations contained in Section 5.01(a)(3) (“covenant defeasance optiondefeasance”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(a)(1), 6.01(a)(6), 6.01(a)(7), 6.01(a)(8) or 6.01(a)(9) (but, in the case of Sections 6.01(a)(7) and (8), with respect to Guarantors and Significant Subsidiaries only) or because of the failure of the Issuer to comply with Section 5.01(a)(3). If the Issuer exercises its legal defeasance option or its covenant defeasance option, each Guarantor shall be released from all of its obligations with respect to its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article VII, 2.8including, 7.6without limitation, 7.7 Sections 7.07 and 7.08 and in this Article VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 7.08, 8.05 and 8.6 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1a) either (i) all the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 2.08 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall will become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the IssuerIssuer or Holdings, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerIssuer or Holdings, and, in as the case of this clause (c)may be, and the Issuer or any Guarantor Holdings, as the case may be, has irrevocably deposited or caused to be deposited with the Paying Agent funds, in Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal Accreted Value of, premium, if any, and interest on the Notes to the date of maturity deposit together with irrevocable instructions from the Issuer or redemptionHoldings, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2b) the Issuer Issuer, Holdings and/or the Guarantors any Guarantors, if any, have paid all other sums payable under this Indenture; and
(3c) the Issuer or Holdings has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) . Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.11, 3.11, 3.12, 3.13 4.12 and 3.14 4.14 and the operation of Section 4.1 (other than 5.01 and Sections 4.1(a)(i6.01(d), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v6.01(e) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi6.01(f) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(g) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of each Guarantor Guarantor, if any, under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(c), 6.01(d), 6.01(e) (with respect to Significant Subsidiaries of the Issuer only), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only) or 6.01(g) or because of the failure of the Issuer to comply with Section 4.08 or Section 5.01. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) . Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.67.07, 7.7 7.08 and in this Article VIII 8 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06 shall survive such satisfaction and discharge.
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease When (i) the Issuer delivers to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto), as expressly provided for in this Indenture) as to all outstanding Notes when:
(1) either (i) all the Notes theretofore of a series that have been authenticated and delivered (other than lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid pursuant to the terms of this Indenture and Notes of such series for whose which payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee for cancellation or (ii) (A) all outstanding Notes of the Notes such series not previously delivered to the Trustee for cancellation (a) have become due and payablepayable by reason of maturity, (b) shall the giving of a notice of redemption or otherwise, will become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to may be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, Issuer’s name and at the Issuer’s expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee, as trust funds in cash in U.S. Dollarstrust solely for the benefit of the Holders, cash, U.S. Government Obligations Obligations, or a combination thereof thereof, in an amount sufficient such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes of such series not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption; (B) the Issuer has paid or caused to be paid all sums payable by it under this Indenture with respect to the Notes of such series; and (C) the Issuer has delivered irrevocable instructions to the Trustee to apply the deposited money toward the payment of the Notes of such series at maturity or the redemption date, as the case may be, together then, with irrevocable instructions from respect to such series of Notes, this Indenture and all of the Issuer’s obligations in respect of the Notes of such series shall, subject to Section 8.1(c), cease to be of further effect, and the Issuer directing shall be deemed to have satisfied and discharged this Indenture and all of its obligations in respect of the Paying Agent to apply Notes of such funds to the payment thereof at maturity or redemption, as the case may be;
(2) series. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and
(3) the Issuer has delivered to the Trustee accompanied by an Officer’s Certificate and an Opinion of Counsel stating that and at the cost and expense of the Issuer. For the avoidance of doubt, the Issuer will continue to be obligated to pay all conditions precedent other sums due under this Indenture relating to the satisfaction and discharge of this Indenture have been complied withTrustee.
(b) Subject to Section Sections 8.1(c) and 8.2, the Issuer at any time may terminate (i) all of its obligations under the each series of Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations with respect to each series of Notes under Article 4 (with the exception of Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 4.1 and 3.14 4.3) and the operation of Section 4.1 (other than Sections 4.1(a)(i6.1(a)(5)(B), (iiSection 6.1(a)(6) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2and, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only)and Subsidiary Guarantors, 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(viiSection 6.1(a)(7) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option with respect to each series of Notes notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (option with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligationsthereto. If the Issuer exercises its legal defeasance optionoption with respect to a series of Notes, payment of the Notes so defeased of such series may not be accelerated because of an Event of DefaultDefault with respect to the Notes of such series. If the Issuer exercises its covenant defeasance optionoption with respect to a series of Notes, payment of the Notes so defeased of such series may not be accelerated because of an Event of Default specified in Section 8.1(bSections 6.1(a) (3), (4), (5), (6), (7) (with respect to Significant Subsidiaries) or (8). If the Issuer exercises its legal defeasance option or its covenant defeasance option with respect to a series of Notes, each Subsidiary Guarantor shall be released from all its obligations with respect to its Note Guarantee for such series. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) aboveabove with respect to the Notes, the Issuer’s rights and obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.72.8, 2.82.9, 2.10, 2.11, 2.12, 7.6, 7.7 and in this Article VIII 8 with respect to the Notes shall survive until the Notes of such series have been paid in full. Thereafter, and, thereafter, the Issuer’s rights and obligations in Sections 7.6, 8.5 7.6 and 8.6 8.4 shall survive such satisfaction and dischargesurvive.
Appears in 1 contract
Sources: Indenture (Alcoa Corp)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall Indenture, and the rights of the Trustee and the Holders under the Intercreditor Agreement, any Additional Intercreditor Agreement and the Notes Security Documents will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1) either (ia) all the Notes theretofore previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes pursuant to Section 2.7 for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee relevant Paying Agent for cancellation cancellation; or (iib) all of the Notes not previously delivered to the Trustee relevant Paying Agent for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause ; (c), 2) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee (or an entity designated or appointed as agent by it for this purpose), in cash in U.S. Dollars, dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof thereof, in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be; provided, together with irrevocable instructions from that upon any redemption that requires the Issuer directing payment of the Paying Agent to apply such funds Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the payment thereof at maturity or extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the case may be;
date of redemption (2any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption; (3) the Issuer and/or the Guarantors have has paid or caused to be paid all other sums payable under this IndentureIndenture with respect to the Notes; and
(34) the Issuer has delivered irrevocable instructions under this Indenture to apply the deposited money toward payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent under this Indenture Section 8.01 relating to the satisfaction and discharge of this Indenture and the Notes have been complied with.
(b) Subject to Section 8.28.01(c) and Section 8.02, the Issuer at any time may terminate (i) all of its obligations and all obligations of each Guarantor under the Notes Notes, any Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) and cure all then existing Defaults and Events of Default or (ii) its obligations under Sections 3.2the covenants in Article 4 (other than Section 4.01) and Article 5 (other than Section 5.01(a)(1) and (2)) and the default provisions relating to such covenants in Section 6.01(a)(3) (other than with respect to Section 5.01(a)(1) and (2)), 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 clauses (other than Sections 4.1(a)(i5), (ii6) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer onlySubsidiaries, (7), 6.1(vi(8) and (9) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(viiSection 6.01(a) (“covenant defeasance option”). The Issuer at its option at any time may exercise its legal defeasance option with respect to the Notes, notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes of a series and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the covenant defeasance option, the obligations of under any Guarantees shall each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance optionoption with respect to the Notes, payment the rights of the Trustee and the Holders of such Notes so defeased may not be accelerated because of an Event of Default. If under this Indenture in effect at such time will terminate (other than with respect to the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(btrust). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. If the Issuer exercises its legal defeasance option with respect to the Notes, payment of such Notes may not be accelerated because of an Event of Default with respect to such Notes. If the Issuer exercises its covenant defeasance option with respect to the Notes, payment of such Notes may not be accelerated because of an Event of Default specified in clause (3) (other than with respect to clauses (1) and (2) of Section 5.01(a)), (5), (6), (7), (8) or (9) of Section 6.01(a)).
(c) Notwithstanding clauses (aSection 8.01(a) and (b) aboveSection 8.01(b), the Issuer’s and any Guarantors’ obligations in Sections 2.3Section 2.03, 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7Section 2.07, 2.8Section 2.08, 7.6Section 2.09, 7.7 Section 2.10, Section 2.11, Article 7 and in this Article VIII 8, as applicable, and the rights of Holders to receive payments in respect of the principal, premium, if any, and interest on the Notes when such payments are due, solely out of the trust created pursuant to this Indenture referred to in Section 8.01(a) and Section 8.02(a), shall survive until the Notes have been paid in full. Thereafter, the Issuer’s and any Guarantors’ obligations in Sections 7.6Section 7.07, 8.5 Section 8.05 and 8.6 Section 8.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 1 contract
Sources: Indenture (Altice USA, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights and immunities of registration or the Trustee and the Notes Collateral Agent and rights of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Parent and thereafter repaid to the Issuer Parent or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously theretofore delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity within one year or (c3) if redeemable at the option of the IssuerParent, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerParent, and, in and the case of this clause (c), the Issuer or any Guarantor Parent has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness and Obligations on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to to, but excluding, the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer Parent directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any discharge of such Notes that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of redemption;
(2ii) the Issuer Company and/or the Guarantors have paid all other sums payable under this IndentureIndenture in respect of the Notes; and
(3iii) the Issuer Parent has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer Company at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.11, 3.114.12, 3.124.15 and 4.16, 3.13 and 3.14 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(h) (“covenant defeasance option”). The Issuer Company may exercise its legal defeasance option with respect to the Notes notwithstanding its prior exercise of the its covenant defeasance optionoption with respect to the Notes. In If the event that Company exercises its legal defeasance option or its covenant defeasance option with respect to the Issuer terminates Notes, each Guarantor will be released from all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such the Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer Company exercises its legal defeasance optionoption with respect to the Notes, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer Company exercises its covenant defeasance optionoption with respect to the Notes, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect only to Significant Subsidiaries), 6.01(h) or 6.01 (i) or because of the failure of the Parent or the Company to comply with Section 8.1(b5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the IssuerCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer Company terminates.
(c) Notwithstanding clauses (a) and (b) above, the IssuerCompany’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article VII, 2.8including, 7.6without limitation, 7.7 Sections 7.07 and 7.08 and in this Article VIII and the rights and immunities of the Trustee and the Notes Collateral Agent under this Indenture shall survive until the Notes have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.67.07, 8.5 7.08, 8.03, 8.04, 8.05 and 8.6 8.06 and the rights and immunities of the Trustee and the Notes Collateral Agent under this Indenture shall survive such satisfaction and discharge.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights and immunities of the Trustee and rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes of any series when:
(1i) either (iA) all the Notes of such series theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has or U.S. Government Obligations have theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes of such series not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes of such series not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes of such series to the date of deposit (in the case of Notes that have become due and payable) or to the date of maturity or redemption, as the case may beapplicable, together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the 2029 Applicable Premium or the 2032 Applicable Premium , as applicable, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the 2029 Applicable Premium or the 2032 Applicable Premium , as applicable, calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(2ii) the Issuer and/or the Guarantors have paid all other sums payable under this IndentureNotes of such series; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture with respect to the Notes of such series have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes of any series and this Indenture (with respect to the Holders of the Notes of such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default series (“legal defeasance optionLegal Defeasance Option”) or ), and (ii) its obligations with respect to the Notes of any series under Sections 3.24.04, 3.34.05, 3.44.06, 3.54.07, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 4.08 and 3.14 4.09 and the operation of Section 4.1 (other than Sections 4.1(a)(i5.01 and 5.02 for the benefit of the Holders of the Notes of such series, and Sections 6.01(3), (ii6.01(4), 6.01(5), 6.01(6), 6.01(7) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(8) (“covenant defeasance optionCovenant Defeasance Option”). The Issuer may exercise its legal defeasance option their Legal Defeasance Option notwithstanding its their prior exercise of the covenant defeasance optiontheir Covenant Defeasance Option. In the event that the Issuer terminates all of its obligations under the Notes of any series and this Indenture (with respect to such Notes) by exercising the legal defeasance option their Legal Defeasance Option or the covenant defeasance optiontheir Covenant Defeasance Option, the obligations of each Guarantor under with respect to its Note Guarantee of such Notes shall be terminated simultaneously with the termination of such obligationsterminate. If the Issuer exercises its legal defeasance optionLegal Defeasance Option, payment of the Notes of any series so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance optionCovenant Defeasance Option, payment of the Notes of any series so defeased may not be accelerated because of an Event of Default specified in Section 8.1(bSections 6.01(3), 6.01(4), 6.01(5), 6.01(6), 6.01(7) and 6.01(8). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.03, 2.42.04, 2.52.05 and 2.09, 2.6, 2.7, 2.8, 7.6, 7.7 and Article 7 and in this Article VIII 8 and the rights and immunities of the Trustee under this Indenture shall survive until the Notes of any series have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.06, 8.5 7.07, 8.05 and 8.6 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 1 contract
Sources: Indenture (Rocket Companies, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall will be discharged and shall will cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto), as expressly provided for in this Indenture) as to all outstanding Notes issued hereunder, when:
(1) either either:
(iA) all the Notes theretofore authenticated and delivered (other than that have been authenticated, except lost, stolen or destroyed Notes pursuant to Section 2.7 which that have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) Issuer, have been delivered to the Trustee for cancellation or cancellation; or
(iiB) all of the Notes that have not previously been delivered to the Trustee for cancellation (a) have become due and payable, (b) shall payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent in the name, and at the expense, of the Issuer, and, in the case of this clause (c), the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee as trust funds in trust solely for the benefit of the Holders, in cash in U.S. Dollarsdollars, U.S. non-callable Government Obligations Securities, or a combination thereof thereof, in an amount sufficient such amounts as will be sufficient, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2) in respect of subclause (b) of clause (1) of this Section 8.01(a), no Default or Event of Default has occurred and is continuing on the date of the deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit and any similar deposit relating to other Indebtedness and, in each case, the granting of Liens to secure such borrowings) and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Issuer and/or or any Guarantor is a party or by which the Guarantors have Issuer or any Guarantor is bound (other than with respect to the borrowing of funds to be applied concurrently to make the deposit required to effect such satisfaction and discharge and any similar concurrent deposit relating to other Indebtedness, and in each case the granting of Liens to secure such borrowings);
(3) the Issuer or any Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and
(34) the Issuer has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or on the redemption date, as the case may be. In addition, the Issuer must deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to satisfaction and discharge have been satisfied. Notwithstanding the satisfaction and discharge of this Indenture have Indenture, if money has been complied withdeposited with the Trustee pursuant to subclause (b) of clause (1) of this Section 8.01(a), the provisions of Sections 8.03 and 8.04 hereof will survive. In addition, nothing in this Section 8.01(a) will be deemed to discharge those provisions of Section 7.07 hereof, that, by their terms, survive the satisfaction and discharge of this Indenture. Presentation to the Trustee of certificated Notes shall be required prior to final payment. If a certificated Note is not presented, the Trustee will escheat the funds in accordance with abandoned property law.
(b) Subject to Section 8.2Sections 8.02 and 8.03, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.23.09, 3.34.03, 3.44.05, 3.54.07 through 4.13, 3.6inclusive, 3.74.15 through 4.18, 3.8inclusive, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i6.01(4), (ii) and (vi) and Section 4.1(c)(iv6.01(5)) and Sections 6.1(iii, 6.01(6), 6.01(7) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (but only with respect to Significant Subsidiaries of the Issuer onlySubsidiaries), 6.1(vi6.01(8) (but only with respect to Significant Subsidiaries of the Issuer onlySubsidiaries), 6.01(9), 5.01(c)(1) and 6.1(vii5.01(c)(2) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because due to a failure to comply with any of an Event Sections 3.09, 4.03, 4.05, 4.07 through 4.13, inclusive, 4.15 through 4.18, inclusive, and the operation of Default specified in Section 8.1(b6.01(4), 6.01(5), 6.01(6), 6.01(7) (but only with respect to Significant Subsidiaries), 6.01(8) (but only with respect to Significant Subsidiaries) or 6.01(9), 5.01(c)(1) and 5.01(c)(2). If the Issuer exercises its legal defeasance option or its covenant defeasance option, each Guarantor will be released from all of its obligations under Article 10. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (bb)(i) above, the Issuer’s obligations in Sections 2.3Article 2, 2.47.07, 2.57.08, 2.68.03, 2.78.04, 2.8, 7.6, 7.7 8.05 and in this Article VIII 8.06 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 8.04 and 8.6 8.05 shall survive such satisfaction and dischargesurvive.
Appears in 1 contract
Sources: Indenture (Koppers Holdings Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights and immunities of the Trustee and rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payablepayable by reason of making an unconditional notice of redemption pursuant to Article III of this Indenture or otherwise, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, Trustee funds in cash in U.S. Dollarscash, U.S. Government Obligations or a combination thereof in an amount sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to to, but excluding, the date of maturity or redemption, as the case may be, redemption together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(2ii) the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.11, 3.114.12, 3.124.14 and 4.15, 3.13 and 3.14 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), 6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(h) and 6.1(vii6.01(i) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that If the Issuer terminates exercises its legal defeasance option or its covenant defeasance option, each Guarantor will be released from all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligationsGuarantee. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect only to Significant Subsidiaries), 6.01(h) or 6.01(i) or because of the failure of the Issuer to comply with Section 8.1(b5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article VII, 2.8including, 7.6without limitation, 7.7 Sections 7.07 and 7.08 and in this Article VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 7.08, 8.05 and 8.6 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 1 contract
Sources: Indenture (Trimas Corp)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1) either (ia) all the Notes theretofore previously authenticated and delivered (other than certain lost, stolen or destroyed Notes pursuant to Section 2.7 and certain Notes for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee Paying Agent for cancellation cancellation; or (iib) all of the Notes not previously delivered to the Trustee Paying Agent for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Trustee or Paying Agent in the name, and at the expense, of the Issuer, and, in the case of this clause ; (c), 2) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee (or another entity designated by the Trustee for this purpose) U.S. dollars or U.S. dollar-denominated Government Obligations, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof thereof, as applicable, in an amount sufficient sufficient, without consideration of reinvestment, to pay and discharge the entire Indebtedness indebtedness on the Notes not theretofore previously delivered to the Trustee Paying Agent for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
; (23) the Issuer and/or the Guarantors have has paid or caused to be paid all other sums payable under this Indenture; and
(34) the Issuer has delivered irrevocable instructions to the Trustee to apply the funds deposited towards the payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent under this Indenture Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with.; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with clauses (1), (2) and (3) of this
Section 8.01). If requested in writing by the Issuer, the Trustee or Paying Agent may distribute any amounts deposited to the Holders prior to maturity or the redemption date, as the case may be, subject to Euroclear or Clearstream’s applicable procedures. In such case, the payment to each Holder will equal the amount such Holder would have been entitled to receive at maturity or the relevant redemption date, as the case may be. For the avoidance of doubt, the distribution and payment to Holders prior to the maturity or redemption date as set forth above will not include any negative interest, present value adjustment, break cost or any further premium on such amounts.
(b) Subject to Section 8.28.01(c) and Section 8.02, the Issuer Parent at any time may terminate (i) all obligations of its obligations the Issuer and the Guarantors under the Notes Notes, the Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) ), and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes or (ii) its their obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 Article IV (other than Sections 4.1(a)(i), (iiSection 4.14) and under Section 5.01 (viother than Section 5.01(a)(i) and Section 4.1(c)(iv5.01(a)(ii)) ), and Sections 6.1(iii) (thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 the Notes and the operation of events set forth in Section 4.1 6.01(d), Section 6.01(e) (other than Sections 4.1(a)(i), (ii) and (ivwith respect to Section 5.01(a)(i) and Section 4.1(c)(iv5.01(a)(ii)), 6.1(ivSection 6.01(f), 6.1(vSection 6.01(g) (other than with respect to Significant Subsidiaries of the Issuer only), 6.1(viand Significant Subsidiaries) Section 6.01(h) (other than with respect to Significant Subsidiaries of the Issuer onlyIssuer), Section 6.01(i) and 6.1(viiSection 6.01(j) shall not constitute Events of Default (“covenant defeasance option”). The Issuer at its option at any time may exercise its legal defeasance option notwithstanding its their prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises option or its covenant defeasance option, payment of the Notes so defeased may not each Guarantor will be accelerated because of an Event of Default specified in Section 8.1(b)released from all its obligations under its Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (aSection 8.01(a) and (bSection 8.01(b) above, the Issuer’s and the Guarantors’ obligations in Sections 2.3Section 2.07, 2.4Section 2.08, 2.5Section 2.09, 2.6Section 2.10, 2.7Section 2.11, 2.8Section 2.12, 7.6Section 2.13, 7.7 Section 2.14, Section 7.01, Section 7.02, Section 7.03, Section 7.06, Section 7.07 and in this Article VIII VIII, as applicable, shall survive until the Notes have been paid in full. Thereafter, the Issuer’s and any Guarantors’ obligations in Sections 7.6Section 7.06, 8.5 Section 8.05 and 8.6 Section 8.06, as applicable, shall survive such satisfaction and discharge.survive.
Appears in 1 contract
Sources: Indenture (Ferroglobe PLC)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1a) either (i) all the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee Paying Agent for cancellation or (ii) all of the Notes not previously delivered to the Trustee Paying Agent for cancellation (a) have become due and payable, (b) shall become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the IssuerIssuers, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerIssuers, and, in and either of the case of this clause (c), the Issuer Issuers or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, funds in cash in U.S. Dollarseuros, U.S. euro-denominated European Government Obligations or a combination thereof in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee Paying Agent for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer Issuers directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2b) the Issuer Issuers and/or the Guarantors have paid all other sums payable under this Indenture; and
(3c) the Dutch Co-Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) . Subject to Section Sections 8.1(c) and 8.2, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 3.9 and 3.14 3.10 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 3.9 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)3.10), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer Issuers only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer Issuers only) and 6.1(vii) (“covenant defeasance option”). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of the covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance optionoption or the option to satisfy and discharge this Indenture, the obligations of Liens, as they pertain to the Notes and the Guarantees, shall be released and each Guarantor under shall be released from all of its obligations with respect to its Guarantee of such Notes shall be terminated simultaneously with and, to the termination of such obligationsextent pertaining to the Notes and the Guarantees, the Notes Security Documents. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer Issuers exercises its their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.1(iii) (with respect to any Default by Dutch Co-Issuer or any of its Restricted Subsidiaries with any of their obligations under Article III other than Sections 3.1, 3.11, 3.15), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuers only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuers only) or 6.1(vii). Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(cd) Notwithstanding clauses (a) and (b) above, the Issuer’s Issuers’ obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.7 and in this Article VIII 8 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto), as expressly provided for in this Indenture) as to all outstanding Notes and related Note Guarantees issued hereunder when:
(1) either (ix) all the Notes theretofore authenticated and delivered (other than that have been authenticated, except lost, stolen or destroyed Notes pursuant to Section 2.7 which that have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) Company, have been delivered to the Trustee for cancellation cancellation; or (iiy) all of the Notes that have not previously been delivered to the Trustee for cancellation (a) have become due and payable, (b) shall payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable at their Stated Maturity within one year or (c) if redeemable at and the option of the IssuerCompany, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent in the name, and at the expense, of the Issuer, and, in the case of this clause (c), the Issuer Parent or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee as trust funds in trust solely for the benefit of the Holders, in cash in U.S. Dollarsdollars, U.S. non-callable Government Obligations Obligations, or a combination thereof of cash in an amount U.S. dollars and non-callable Government Obligations, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, cancellation for principal ofprincipal, premium, if any, and accrued interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2) no Default or Event of Default has occurred and is continuing on the Issuer and/or date of the Guarantors have deposit;
(3) the Company, Parent or any Subsidiary Guarantor has paid or caused to be paid all other sums payable by it under this Indenture; and
(34) the Issuer Company has delivered irrevocable instructions to the Trustee trustee under this Indenture to apply the deposited money toward the payment of the Notes or the Redemption Date, as the case may be. In addition, the Company shall deliver an Officer’s Officers’ Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied withsatisfied and at the cost and expense of the Company.
(b) Subject to Section 8.2Sections 9.01(c) and 9.02, the Issuer Company may, at its option and at any time may time, elect to terminate (i) some or all of its obligations and the obligations of the Guarantors under the Notes outstanding Notes, Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (hereinafter, “legal defeasance optionLegal Defeasance”) or (ii) its except for obligations under Sections 3.22.04, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 2.07 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates2.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.7 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.
Appears in 1 contract
Sources: Indenture (R H Donnelley Corp)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes whenNotes:
(1i) either (ia) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iib) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption at the option of the Issuer within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2ii) the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.11, 3.12, 3.13 4.11 and 3.14 4.12 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), (ii) and (vi) and Section 4.1(c)(iv)6.01(d) and Sections 6.1(iii6.01(e) and 6.01(f) (with respect to any Default under in the case of Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii6.01(e) and (iv6.01(f) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(g) and 6.1(vii6.01(h) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of each Guarantor under with respect to its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(c), 6.01(d), 6.01(e) and 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g) or 6.01(h) or because of the failure of the Issuer to comply with Section 5.01. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.6Article VII, 7.7 including, without limitation, Sections 7.06, 7.07 and 7.08 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.06, 8.5 7.07, 8.05 and 8.6 8.06 shall survive such satisfaction and discharge.
Appears in 1 contract
Sources: Indenture (TAMINCO ACQUISITION Corp)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto), as expressly provided for in this Indenture) as to all outstanding Notes when:
(1) either When (i) all the outstanding Notes theretofore authenticated and delivered (other than Notes replaced pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.07) have been delivered to the Trustee for cancellation and the Issuer has paid or caused to be paid all sums payable by them hereunder, or (ii) (A) all of the outstanding Notes not previously theretofore delivered to the Trustee for cancellation (a1) have become due and payable, payable by reason of the making of a notice of redemption or otherwise or (b2) shall become due and payable at their Stated Maturity mature within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for giving the giving of notice of a full redemption by the Paying Agent in the nameredemption, and at the expense, of the Issuer, and, in the case of this clause (c), B) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited deposits with the Paying Agent funds, in Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in thereof, sufficient, as confirmed, certified or attested by an amount sufficient Independent Financial Advisor, without consideration of any reinvestment of interest, to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for at maturity or upon redemption principal of, premium, if any, and interest on all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced pursuant to Section 2.07), (C) no Default (other than that resulting from borrowing funds to be applied to make such deposit and the granting of Liens in connection therewith) with respect to this Indenture or the Notes to issued hereunder has occurred and is continuing on the date of maturity the deposit, (D) the deposit shall not result in a breach or redemptionviolation of, as the case may be, together with irrevocable instructions from or constitute default under any other material agreement or instrument (other than this Indenture) to which the Issuer directing is a party or by which the Paying Agent to apply such funds to the payment thereof at maturity or redemptionIssuer is bound, as the case may be;
and (2E) the Issuer and/or the Guarantors have pays or causes to be paid all other sums payable under hereunder by the Issuer, then this Indenture; and
(3) Indenture shall, subject to Section 8.01(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Issuer has delivered to the Trustee accompanied by an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to and at the satisfaction cost and discharge expense of this Indenture have been complied withthe Issuer.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its their obligations and the obligations of the Guarantors under the Notes Notes, the Note Guarantees and this Indenture (with respect to such Notes) Indenture, as applicable, and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default the Liens, if any, on the Collateral securing the Notes released (“legal defeasance option”) or (ii) its the obligations under Sections 3.24.03, 3.34.04, 3.44.05, 3.54.06, 3.64.07, 3.74.08, 3.84.09, 3.94.10, 3.114.11, 3.12, 3.13 4.12 and 3.14 4.16 and the operation of limitations contained in Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii5.02(d) (“covenant defeasance option”). If the Issuer exercises its legal defeasance option, the Note Guarantees in effect at such time shall be automatically released. If the Issuer exercises its covenant defeasance option, the Note Guarantees (other than the Note Guarantee of the Parent Guarantor) in effect at such time shall be automatically released. The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(d) (only with respect to the covenants of Article 4 identified in the immediately preceding paragraph), 6.01(e), 6.01(f), 6.01(g) (with respect only to Significant Subsidiaries or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary), 6.01(h) (with respect only to Significant Subsidiaries or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary) or 6.01(i) (other than with respect to the Note Guarantee of the Parent Guarantor) or 6.01(j) or because of the failure of the Parent Guarantor to comply with the limitations contained in Section 8.1(b5.02(d). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, accompanied by an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent specified herein relating to the defeasance contemplated have been complied with, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) abovein this Section 8.01, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.77.07, 2.87.08, 7.6, 7.7 8.05 and in this Article VIII 8.06 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 7.07 and 8.6 8.05 shall survive such satisfaction and or discharge.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights and immunities of the Trustee and rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes of any series when:
(1i) either (iA) all the Notes of such series theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has or U.S. Government Obligations have theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes of such series not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes of such series not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes of such series to the date of deposit (in the case of Notes that have become due and payable) or to the date of maturity or redemption, as the case may beapplicable, together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the 2030 Applicable Premium or the 2033 Applicable Premium, as applicable, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the 2030 Applicable Premium or the 2033 Applicable Premium, as applicable, calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(2ii) the Issuer and/or the Guarantors have paid all other sums payable under this IndentureNotes of such series; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture with respect to the Notes of such series have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes of any series and this Indenture (with respect to the Holders of the Notes of such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default series (“legal defeasance optionLegal Defeasance Option”) or ), and (ii) its obligations with respect to the Notes of any series under Sections 3.24.04, 3.34.05, 3.44.06, 3.54.07, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 4.08 and 3.14 4.09 and the operation of Section 4.1 (other than Sections 4.1(a)(i5.01 and 5.02 for the benefit of the Holders of the Notes of such series, and Sections 6.01(3), (ii6.01(4), 6.01(5), 6.01(6), 6.01(7) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(8) (“covenant defeasance optionCovenant Defeasance Option”). The Issuer may exercise its legal defeasance option their Legal Defeasance Option notwithstanding its their prior exercise of the covenant defeasance optiontheir Covenant Defeasance Option. In the event that the Issuer terminates all of its obligations under the Notes of any series and this Indenture (with respect to such Notes) by exercising the legal defeasance option their Legal Defeasance Option or the covenant defeasance optiontheir Covenant Defeasance Option, the obligations of each Guarantor under with respect to its Note Guarantee of such Notes shall be terminated simultaneously with the termination of such obligationsterminate. If the Issuer exercises its legal defeasance optionLegal Defeasance Option, payment of the Notes of any series so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance optionCovenant Defeasance Option, payment of the Notes of any series so defeased may not be accelerated because of an Event of Default specified in Section 8.1(bSections 6.01(3), 6.01(4), 6.01(5), 6.01(6), 6.01(7) and 6.01(8). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.03, 2.42.04, 2.52.05 and 2.09, 2.6, 2.7, 2.8, 7.6, 7.7 and Article 7 and in this Article VIII 8 and the rights and immunities of the Trustee under this Indenture shall survive until the Notes of any series have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.06, 8.5 7.07, 8.05 and 8.6 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 1 contract
Sources: Indenture (Rocket Companies, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Any Note Guarantees and this Indenture shall will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1) either (ia) all the Notes theretofore previously authenticated and delivered (other than certain lost, stolen or destroyed Notes pursuant to Section 2.7 and certain Notes for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuers) have been delivered to the Trustee for cancellation cancellation; or (iib) all of the Notes not previously delivered to the Trustee for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in Issuers; (2) the case of this clause (c), the Issuer or any Guarantor has irrevocably Issuers have deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. DollarsTrustee (or such entity designated by the Trustee for this purpose) money, U.S. Government Obligations Obligations, or a combination thereof thereof, as applicable, in an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the Notes not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
; (23) the Issuer and/or the Guarantors Issuers have paid or caused to be paid all other sums payable under this Indenture; and
and (34) the Issuer has Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture Section 8.01 have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and (3)).
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the either Issuer at any time may terminate (i) all of its obligations and all obligations of each Note Guarantor (if any) under the Notes Notes, any Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Article 4 (other than Sections 3.24.01, 3.34.02 and 4.04) and under Article 5 (other than Sections 5.01(a)(1)and 5.01(a)(2)), 3.4and thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to the Notes, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 Sections 6.01(a)(3) (other than with respect to Sections 4.1(a)(i5.01(a)(1) and 5.01(a)(2)), (ii) and (vi) and Section 4.1(c)(iv6.01(a)(4)) and Sections 6.1(iii, 6.01(a)(5), 6.01(a)(6) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 the Issuers and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(iSignificant Subsidiaries), (ii6.01(a)(7), 6.01(a)(8) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(a)(9) (“covenant defeasance option”). The Issuer Issuers at their option at any time may exercise its their legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the covenant defeasance option, the obligations of under any Note Guarantees shall each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises option or its covenant defeasance option, payment of the Notes so defeased may not each Note Guarantor (if any) will be accelerated because of an Event of Default specified in Section 8.1(b)released from all its obligations under its Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above, the Issuer’s Issuers’ and any Note Guarantors’ obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.62.10, 7.7 2.11, 7.01, 7.02, 7.03, 7.07, 7.08 and in this Article VIII 8, as applicable, shall survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ and any Note Guarantors’ obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1a) either (i) all the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 2.08 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall will become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2b) the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and
(3c) the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) . Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.11, 3.11, 3.12, 3.13 4.12 and 3.14 4.14 and the operation of Section 4.1 (other than 5.01 and Sections 4.1(a)(i6.01(d), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v6.01(e) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi6.01(f) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(g) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(c), 6.01(d), 6.01(e) (with respect to Significant Subsidiaries of the Issuer only), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g), or 6.01(h) or because of the failure of the Issuer to comply with Section 4.08 or Section 5.01. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) . Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.64.17, 7.7 7.07, 7.08 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.64.17, 8.5 7.07, 8.05 and 8.6 8.06 shall survive such satisfaction and discharge.
Appears in 1 contract
Sources: Indenture (Intelsat S.A.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall Indenture, and the rights of the Trustee and the Holders under the Notes will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1) either (ia) all the Notes theretofore previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes pursuant to Section 2.7 for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee relevant Paying Agent for cancellation cancellation; or (iib) all of the Notes not previously delivered to the Trustee relevant Paying Agent for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause ; (c), 2) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee (or an entity designated or appointed as agent by it for this purpose), in cash in U.S. Dollars, dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof thereof, in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be; provided, together with irrevocable instructions from that upon any redemption that requires the Issuer directing payment of the Paying Agent to apply such funds Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the payment thereof at maturity or extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the case may be;
date of redemption (2any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption; (3) the Issuer and/or the Guarantors have has paid or caused to be paid all other sums payable under this IndentureIndenture with respect to the Notes; and
(34) the Issuer has delivered irrevocable instructions under this Indenture to apply the deposited money toward payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent under this Indenture Section 8.01 relating to the satisfaction and discharge of this Indenture and the Notes have been complied with.
(b) Subject to Section 8.28.01(c) and Section 8.02, the Issuer at any time may terminate (i) all of its obligations and all obligations of each Guarantor under the Notes Notes, any Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) and cure all then existing Defaults and Events of Default or (ii) its obligations under Sections 3.2the covenants in Article 4 (other than Section 4.01) and Article 5 (other than Section 5.01(a)(1) and (2)) and the default provisions relating to such covenants in Section 6.01(a)(3) (other than with respect to Section 5.01(a)(1) and (2)), 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 clauses (other than Sections 4.1(a)(i5), (ii6) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only)Subsidiaries, 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only7) and 6.1(vii(9) of Section 6.01(a) (“covenant defeasance option”). The Issuer at its option at any time may exercise its legal defeasance option with respect to the Notes, notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes of a series and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the covenant defeasance option, the obligations of under any Guarantees shall each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance optionoption with respect to the Notes, payment the rights of the Trustee and the Holders of such Notes so defeased may not be accelerated because of an Event of Default. If under this Indenture in effect at such time will terminate (other than with respect to the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(btrust). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. If the Issuer exercises its legal defeasance option with respect to the Notes, payment of such Notes may not be accelerated because of an Event of Default with respect to such Notes. If the Issuer exercises its covenant defeasance option with respect to the Notes, payment of such Notes may not be accelerated because of an Event of Default specified in clause (3) (other than with respect to clauses (1) and (2) of Section 5.01(a)), (5), (6), (7) or, (9) of Section 6.01(a)).
(c) Notwithstanding clauses (aSection 8.01(a) and (b) aboveSection 8.01(b), the Issuer’s and any Guarantors’ obligations in Sections 2.3Section 2.03, 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7Section 2.07, 2.8Section 2.08, 7.6Section 2.09, 7.7 Section 2.10, Section 2.11, Article 7 and in this Article VIII 8, as applicable, and the rights of Holders to receive payments in respect of the principal, premium, if any, and interest on the Notes when such payments are due, solely out of the trust created pursuant to this Indenture referred to in Section 8.01(a) and Section 8.02(a), shall survive until the Notes have been paid in full. Thereafter, the Issuer’s and any Guarantors’ obligations in Sections 7.6Section 7.07, 8.5 Section 8.05 and 8.6 Section 8.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 1 contract
Sources: Indenture (Altice USA, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights, indemnities and immunities of the Trustee and rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity within one year or (c3) if redeemable at the option of the IssuerIssuers, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerIssuers, and, in and the case of this clause (c), the Issuer or any Guarantor has Issuers have irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash Trustee funds in U.S. Dollars, U.S. Government Obligations or a combination thereof dollars in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the date of maturity or redemption, as the case may beapplicable, together with irrevocable written instructions from the Issuer Issuers directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(2ii) the Issuer Issuers and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has Issuers have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its their obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.124.12, 3.13 and 3.14 4.15, 4.16 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi6.01(h), 6.01(i) (with respect to Significant Subsidiaries of the Issuer only6.01(j) and 6.1(vii6.01(k) (“covenant defeasance option”). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of the their covenant defeasance option. In the event that the Issuer terminates Issuers terminate all of its their obligations under the Notes and this Indenture (with respect to such Notes) by exercising the their legal defeasance option or the their covenant defeasance option, the obligations of each Subsidiary Guarantor under with respect to its Subsidiary Guarantee of such Notes and the Security Documents shall be terminated simultaneously with the termination of such obligationsobligation. If the Issuer Issuers exercises its their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect to Significant Subsidiaries only), 6.01(h), 6.01(i), 6.01(j) or 6.01(k) or because of the failure of Holdings to comply with Section 8.1(b5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s Issuers’ obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article VII, 2.8including, 7.6without limitation, 7.7 Sections 7.07 and 7.08, and in this Article VIII and the rights, indemnities and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.67.07, 8.5 7.08, 8.05 and 8.6 8.06 and the rights, indemnities and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 1 contract
Sources: Indenture (Talos Energy Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights and immunities of registration or the Trustee and rights to register the transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payablepayable by reason of making an unconditional notice of redemption pursuant to Article 3 of this Indenture or otherwise, (b2) shall will become due and payable at their Stated Maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, Trustee funds in cash in U.S. Dollarscash, U.S. Government Obligations or a combination thereof in an amount sufficient (without consideration of any reinvestment of interest) to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to to, but excluding, the date of maturity or redemption, as the case may be, redemption together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(2ii) the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its obligations under Sections 3.24.02, 3.34.04, 3.44.05, 3.54.06, 3.64.07, 3.74.08, 3.84.11, 3.94.12 and 4.15, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Section 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), 6.01(d), 6.01(e), 6.01(f) or 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries only (or any group of the Issuer onlySubsidiaries that together would constitute a Significant Subsidiary)), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(h) and 6.1(vii6.01(i) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that If the Issuer terminates exercises its legal defeasance option or its covenant defeasance option, each Guarantor will be released from all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligationsGuarantee. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(bSections 6.01(c), 6.01(d), 6.01(e), 6.01(f) or 6.01(g) (in the case of Sections 6.01(g) and (g), with respect only to Significant Subsidiaries (or any group of Subsidiaries that together would constitute a Significant Subsidiary)), 6.01(h) and 6.01(i) or because of the failure of the Issuer to comply with Section 5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates..
(c) Notwithstanding clauses (a(a) and (b(b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article 7, 2.8including, 7.6without limitation, 7.7 Sections 7.07 and 7.08 and in this Article VIII Article 8 and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 7.08, 8.05 and 8.6 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 1 contract
Sources: Indenture (TopBuild Corp)
Discharge of Liability on Notes; Defeasance. (a) This Subject to Sections 8.01(c) and 8.06, this Indenture shall be discharged and shall cease to be of any further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto), as expressly provided for in this Indenture) as to all outstanding Notes when:
and Subsidiary Guarantees after (1i) either (ia) all the Notes theretofore heretofore authenticated and delivered (other than Notes replaced pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.07) have been delivered to the Trustee for cancellation or (iib) all of the Notes not previously delivered to the Trustee for cancellation (a) have become (x) due and payable, payable or (by) shall will become due and payable at their Stated Maturity within one year or (cz) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee Trustee, for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c)expense of, the Issuer Company; and the Company or any Subsidiary Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee funds in trust an amount in United States dollars or direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in cash in U.S. Dollarseach case, U.S. Government Obligations maturing prior to the date the Notes will have become due and payable, the Stated Maturity of the Notes or a combination thereof in an amount the relevant redemption date of the Notes, as the case may be, sufficient to pay and discharge the entire Indebtedness indebtedness on the such Notes not theretofore previously delivered to the Trustee for cancellation, for including principal of, premium, if any, and accrued interest on the Notes to the date of maturity at maturity, Stated Maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2ii) the Issuer and/or the Guarantors have Company or any Subsidiary Guarantor has paid or caused to be paid all other sums payable under this Indenture; and
Indenture by the Company or any Subsidiary Guarantor, (3iii) the Issuer Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel each stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith and (iv) such satisfaction and discharge will not result in a breach or violation of, or constitute a default under, this Indenture or any other material agreement or instrument to which the Company or any other Restricted Subsidiary of the Company is a party or by which the Company or any other Restricted Subsidiary of the Company is bound.
(b) Subject to Section 8.2Sections 8.01(c), 8.02, and 8.06, the Issuer Company at any time may terminate (i) all of its obligations under this Indenture and the Notes and this Indenture (with respect to such Notesincluding the Subsidiary Guarantees) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance optionLegal Defeasance Option”) ), or (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.05, 3.54.06, 3.64.07, 3.74.08, 3.84.09, 3.94.10, 3.114.11, 3.124.13, 3.13 4.14, 4.17, 4.18, 4.19 and 3.14 4.22 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii) Article V (“covenant defeasance optionCovenant Defeasance Option”). The Issuer Company may exercise its legal defeasance option Legal Defeasance Option notwithstanding its prior exercise of the covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligationsCovenant Defeasance Option. If the Issuer Company exercises its legal defeasance optionLegal Defeasance Option, the Events of Default shall be deemed eliminated and payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer Company exercises its covenant defeasance optionCovenant Defeasance Option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(bSections 6.01(a)(iii) (with respect to the covenants described in the immediately preceding paragraph), (iv), (v), (vi) and (vii). If the Company exercises either its Legal Defeasance Option or its Covenant Defeasance Option or upon satisfaction and discharge of this Indenture, the Subsidiary Guarantees of the Subsidiary Guarantors will be automatically and unconditionally released. Upon satisfaction of the conditions set forth herein in Section 8.02 and upon the Company’s request of (and at the IssuerCompany’s expense), the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesCompany has terminated.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above), the IssuerCompany’s obligations in under Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.84.01, 7.64.04, 7.7 4.12, 7.07, 7.08, 8.04, 8.05, and in this Article VIII 8.06, and the obligations of the Trustee and the Paying Agent under Section 8.04 shall survive until the Notes have been paid in full. Thereafter, the IssuerCompany’s obligations in under Sections 7.67.07 and 8.05 and the obligations of the Company, 8.5 Trustee and 8.6 Paying Agent under Section 8.04 shall survive such satisfaction and dischargesurvive.
Appears in 1 contract
Sources: Indenture (Gray Television Inc)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights, indemnities and immunities of the Trustee and rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
: (1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of deposit (in the case of Notes that have become due and payable) or to the date of maturity or redemption, as the case may beapplicable, together with irrevocable written instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2) ; provided that upon any redemption that requires the Issuer and/or payment of the Guarantors have paid all other sums payable under Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture; and
(3) Indenture to the Issuer has extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption, only required to be deposited with the Trustee on or prior to the date of the redemption, and any such deficit will be set forth in a written notice delivered to the holders and the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating at least two Business Days prior to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.7 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.redemption date; 111
Appears in 1 contract
Sources: Indenture (Hexion Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights and immunities of the Trustee and rights of registration or of registration of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided, that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated by the Issuer as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption;
(2ii) the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its their obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.124.12, 3.13 4.13 and 3.14 4.15 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01 (f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(h), 6.01(i), 6.01(j) and 6.1(vii6.01(k) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its their prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of each Guarantor under with respect to its Guarantee of such Notes and the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect to Significant Subsidiaries only), 6.01(h), 6.01(i) or 6.01(j) or because of the failure of the Issuer to comply with Section 8.1(b5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article VII, 2.8including, 7.6without limitation, 7.7 Sections 7.07 and 7.08 and in this Article VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 7.08, 8.05 and 8.6 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1) either (ia) all the Notes theretofore previously authenticated and delivered (other than certain lost, stolen or destroyed Notes pursuant to Section 2.7 and certain Notes for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee Paying Agent for cancellation cancellation; or (iib) all of the Notes not previously delivered to the Trustee Paying Agent for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Trustee or Paying Agent in the name, and at the expense, of the Issuer, and, in the case of this clause ; (c), 2) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee (or another entity designated by the Trustee for this purpose) U.S. dollars or U.S. dollar-denominated Government Obligations, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof thereof, as applicable, in an amount sufficient sufficient, without consideration of reinvestment, to pay and discharge the entire Indebtedness indebtedness on the Notes not theretofore previously delivered to the Trustee Paying Agent for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
; (23) the Issuer and/or the Guarantors have has paid or caused to be paid all other sums payable under this Indenture; and
(34) the Issuer has delivered irrevocable instructions to the Trustee to apply the funds deposited towards the payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent under this Indenture Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with; provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with clauses (1), (2) and (3) of this Section 8.01). If requested in writing by the Issuer, the Trustee or Paying Agent may distribute any amounts deposited to the Holders prior to maturity or the redemption date, as the case may be, subject to Euroclear or Clearstream’s applicable procedures. In such case, the payment to each Holder will equal the amount such Holder would have been entitled to receive at maturity or the relevant redemption date, as the case may be. For the avoidance of doubt, the distribution and payment to Holders prior to the maturity or redemption date as set forth above will not include any negative interest, present value adjustment, break cost or any further premium on such amounts.
(b) Subject to Section 8.28.01(c) and Section 8.02, the Issuer Parent at any time may terminate (i) all obligations of its obligations the Issuer and the Guarantors under the Notes Notes, the Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) ), and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes or (ii) its their obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 Article IV (other than Sections 4.1(a)(i), (iiSection 4.14) and under Section 5.01 (viother than Section 5.01(a)(i) and Section 4.1(c)(iv5.01(a)(ii)) ), and Sections 6.1(iii) (thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 the Notes and the operation of events set forth in Section 4.1 6.01(d), Section 6.01(e) (other than Sections 4.1(a)(i), (ii) and (ivwith respect to Section 5.01(a)(i) and Section 4.1(c)(iv5.01(a)(ii)), 6.1(ivSection 6.01(f), 6.1(vSection 6.01(g) (other than with respect to Significant Subsidiaries of the Issuer only), 6.1(viand Significant Subsidiaries) Section 6.01(h) (other than with respect to Significant Subsidiaries of the Issuer onlyIssuer), Section 6.01(i) and 6.1(viiSection 6.01(j) shall not constitute Events of Default (“covenant defeasance option”). The Issuer at its option at any time may exercise its legal defeasance option notwithstanding its their prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises option or its covenant defeasance option, payment of the Notes so defeased may not each Guarantor will be accelerated because of an Event of Default specified in Section 8.1(b)released from all its obligations under its Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (aSection 8.01(a) and (bSection 8.01(b) above, the Issuer’s and the Guarantors’ obligations in Sections 2.3Section 2.07, 2.4Section 2.08, 2.5Section 2.09, 2.6Section 2.10, 2.7Section 2.11, 2.8Section 2.12, 7.6Section 2.13, 7.7 Section 2.14, Section 7.01, Section 7.02, Section 7.03, Section 7.06, Section 7.07 and in this Article VIII VIII, as applicable, shall survive until the Notes have been paid in full. Thereafter, the Issuer’s and any Guarantors’ obligations in Sections 7.6Section 7.06, 8.5 Section 8.05 and 8.6 Section 8.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 1 contract
Sources: Indenture (Ferroglobe PLC)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights and immunities of registration or the Trustee and the Notes Collateral Agent and rights of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to to, but excluding, the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any discharge of such Notes that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of redemption;
(2ii) the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with. The Collateral will be released from the Lien securing the Notes (and, for the avoidance of doubt, the Issuer will not be obligated to comply with Section 4.13 or otherwise create or perfect any security interests as security for the Notes thereafter) as provided herein and the Guarantees will be released as provided herein, in each case, upon a discharge in accordance with this Section 8.01(a).
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations Obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its obligations Obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.11, 3.114.12, 3.124.13, 3.13 4.15 and 3.14 4.16, and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries or any group of the Issuer onlySubsidiaries that together would constitute a Significant Subsidiary), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(h), 6.01(i), 6.01(j) and 6.1(vii6.01(k) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that If the Issuer terminates exercises its legal defeasance option or its covenant defeasance option, each Guarantor will be released from all of its obligations under with respect to its Guarantee of the Notes and this Indenture the security interests in all Collateral securing the Notes Obligations will be released (with respect to such Notes) by exercising and, for the legal defeasance option or the covenant defeasance optionavoidance of doubt, the obligations of each Guarantor under its Guarantee of such Issuer will not be obligated to comply with Section 4.13 or otherwise create or perfect any security interests as security for the Notes shall be terminated simultaneously with the termination of such obligationsthereafter). If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect only to Significant Subsidiaries), 6.01(h), 6.01(i), 6.01(j) or 6.01(k) or because of the failure of the Issuer to comply with Section 8.1(b5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article VII, 2.8including, 7.6without limitation, 7.7 Sections 7.07 and 7.08 and in this Article VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 7.08, 8.05 and 8.6 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 1 contract
Sources: Indenture (Forward Air Corp)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1a) either (i) all the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 2.08 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall will become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the IssuerIssuer or Holdings, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerIssuer or Holdings, and, in as the case of this clause (c)may be, and the Issuer or any Guarantor Holdings, as the case may be, has irrevocably deposited or caused to be deposited with the Paying Agent funds, in Trustee cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount sufficient in the written opinion of a firm of independent public accountants delivered to the Trustee (which delivery shall only be required if U.S. Government Obligations have been so deposited) to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal Accreted Value of, premium, if any, and interest on the Notes to the date of maturity deposit together with irrevocable instructions from the Issuer or redemptionHoldings, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2b) the Issuer Issuer, Holdings and/or the Guarantors any Guarantors, if any, have paid all other sums payable under this Indenture; and
(3c) the Issuer or Holdings has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) . Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.11, 3.11, 3.12, 3.13 4.12 and 3.14 4.14 and the operation of Section 4.1 (other than 5.01 and Sections 4.1(a)(i6.01(d), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v6.01(e) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi6.01(f) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(g) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(c), 6.01(d), 6.01(e) (with respect to Significant Subsidiaries of the Issuer only), 6.01(f) (with respect to Significant Subsidiaries of the Issuer only) or 6.01(g) or because of the failure of the Issuer to comply with Section 4.08 or Section 5.01. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) . Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.67.07, 7.7 7.08 and in this Article VIII 8 shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06 shall survive such satisfaction and discharge.
Appears in 1 contract
Sources: Indenture (Intelsat LTD)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall Indenture, and the rights of the Trustee and the Holders hereunder will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1) either (ia) all the Notes theretofore previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes pursuant to Section 2.7 for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee relevant Paying Agent for cancellation cancellation; or (iib) all of the Notes not previously delivered to the Trustee relevant Paying Agent for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause ; (c), 2) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee (or an entity designated or appointed as agent by it for this purpose), in cash in U.S. Dollars, dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof thereof, in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
; (23) the Issuer and/or the Guarantors have has paid or caused to be paid all other sums payable under this Indenture; and
(34) the Issuer has delivered irrevocable instructions under this Indenture to apply the deposited money toward payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent under this Indenture Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.28.01(c) and Section 8.02, the Issuer at any time may terminate (i) all of its obligations and all obligations of each Guarantor under the Notes Notes, any Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) and cure all then existing Defaults and Events of Default or (ii) its obligations under Sections 3.2the covenants in Article 4 and Article 5 (other than clauses (1) and (2) of Section 5.03(a)) and the default provisions relating to such covenants in clauses (3) (other than with respect to clauses (1) and (2) of Section 5.03(a)) and (4) of Section 6.01(a), 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 clauses (other than Sections 4.1(a)(i5), (ii6) with respect to the Issuer and Significant Subsidiaries, (7) and (vi9) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(a) (“covenant defeasance option”). The Issuer at its option at any time may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the covenant defeasance option, the obligations of under any Guarantees shall each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment the rights of the Notes so defeased may not be accelerated because of an Event of Default. If Trustee and the Issuer exercises its covenant Holders under this Indenture in effect at such time will terminate (other than with respect to the defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(btrust). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. If the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect to such Notes. If the Issuer exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in clause (3) (other than with respect to clauses (1) and (2) of Section 5.03(a)), (4), (5), (6), (7) or (9) of Section 6.01(a)).
(c) Notwithstanding clauses (aSection 8.01(a) and (b) aboveSection 8.01(b), the Issuer’s and any Guarantors’ obligations in Sections 2.32.03, 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7Section 2.07, 2.8Section 2.08, 7.6Section 2.09, 7.7 Section 2.10, Section 2.11, Article 7 and in this Article VIII 8, as applicable, and the rights of holders of the Notes to receive payments in respect of the principal, premium, if any, and interest on the Notes when such payments are due, solely out of the trust created pursuant to this Indenture referred to in Section 8.01(a) and Section 8.02(a), shall survive until the Notes have been paid in full. Thereafter, the Issuer’s and any Guarantors’ obligations in Sections 7.6Section 7.07, 8.5 Section 8.05 and 8.6 Section 8.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 1 contract
Sources: Indenture (CSC Holdings LLC)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights and immunities of registration or the Trustee and rights of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Company and thereafter repaid to the Issuer Company or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity within one year or (c3) if redeemable at the option of the IssuerCompany, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerCompany, and, in and the case of this clause (c), the Issuer or any Guarantor Company has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness and Obligations on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to to, but excluding, the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer Company directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that with respect to any discharge of such Notes that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on the date of redemption;
(2ii) the Issuer Company and/or the Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer Company has delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer Company at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.11, 3.114.12, 3.124.15 and 4.16, 3.13 and 3.14 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(e), 6.01(f), 6.01(g) (iiin the case of Sections 6.01(f) and (vi6.01(g) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(h) (“covenant defeasance option”). The Issuer Company may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In If the event that the Issuer terminates Company exercises its legal defeasance option or its covenant defeasance option, each Guarantor will be released from all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligationsGuarantee. If the Issuer Company exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer Company exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Sections 6.01(c), 6.01(d), 6.01(e), 6.01(f), 6.01(g) (in the case of Sections 6.01(f) and (g), with respect only to Significant Subsidiaries), 6.01(h) or 6.01(i) or because of the failure of the Company to comply with Section 8.1(b5.01(a)(iv). Upon satisfaction of the conditions set forth herein and upon request of the IssuerCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer Company terminates.
(c) Notwithstanding clauses (a) and (b) above, the IssuerCompany’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article VII, 2.8including, 7.6without limitation, 7.7 Sections 7.07 and 7.08 and in this Article VIII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.67.07, 8.5 7.08, 8.05 and 8.6 8.06 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 1 contract
Sources: Indenture (XPO Logistics, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall will cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto), as expressly provided for in this Indenture) as to all outstanding Notes when:
(1a) either When (i) the Issuers deliver to the Trustee all the outstanding Notes theretofore authenticated and delivered (other than Notes replaced pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.6) have been delivered to the Trustee for cancellation or (ii) all of the outstanding Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall become due and payable whether at their Stated Maturity within one year maturity or (c) if redeemable at the option as a result of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving mailing of a notice of a full redemption by the Paying Agent in the name, and at the expense, of the Issuerpursuant to Article 3 hereof, and, in the each case of this clause (cii), the Issuer Issuers irrevocably deposit or any Guarantor has irrevocably deposited or caused cause to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations Trustee United States dollars or a combination thereof in an amount Temporary Cash Investments sufficient to pay and discharge the entire Indebtedness indebtedness on the Notes not theretofore heretofore delivered to the Trustee for cancellation, for the principal of, premium, if any, and interest on the Notes to the date of maturity or redemptiondeposit (other than Notes replaced pursuant to Section 2.6), as and if in either case the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2) the Issuer and/or the Guarantors have paid Issuers pay all other sums payable under hereunder by the Issuers, then this Indenture; and
(3) Indenture shall, subject to Section 8.1(c), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Issuer has delivered to the Trustee Issuers accompanied by an Officer’s Officers' Certificate and an Opinion of Counsel stating from the Issuers that all conditions precedent under this Indenture provided herein for relating to the satisfaction and discharge of this Indenture have been complied withwith and at the cost and expense of the Issuers.
(b) Subject to Section Sections 8.1(c) and 8.2, the Issuer Issuers at their option at any time may terminate (i) all of its their obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“"legal defeasance option”") or (ii) its their obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 Article 4 (and 3.14 any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the Notes) and the operation of Section 4.1 (other than Sections 4.1(a)(i6.1(vi), (ii) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.7 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.6.1
Appears in 1 contract
Sources: Indenture (Chiles Magellan LLC)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall Indenture, and the rights of the Trustee and the Holders of the Notes hereunder will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1) either (ia) all the Notes theretofore previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes pursuant to Section 2.7 for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee relevant Paying Agent for cancellation cancellation; or (iib) all of the Notes not previously delivered to the Trustee relevant Paying Agent for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause ; (c), 2) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee (or an entity designated or appointed as agent by it for this purpose), in cash in U.S. Dollars, dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof thereof, in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be; provided, together with irrevocable instructions from that upon any redemption that requires the Issuer directing payment of the Paying Agent to apply such funds Applicable Premium, the amount deposited shall be sufficient for purposes of this Indenture to the payment thereof at maturity or extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit as of the case may be;
date of redemption (2any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Trustee on or prior to the date of redemption; (3) the Issuer and/or the Guarantors have has paid or caused to be paid all other sums payable under this IndentureIndenture with respect to the Notes; and
(34) the Issuer has delivered irrevocable instructions under this Indenture to apply the deposited money toward payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent under this Indenture Section 8.01 relating to the satisfaction and discharge of this Indenture or the Notes have been complied with.
(b) Subject to Section 8.28.01(c) and Section 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes of a series and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) and cure all then existing Defaults and Events of Default or (ii) its obligations under Sections 3.2the covenants in Article 4 and Article 5 and the default provisions relating to such covenants in clause (3) of Section 6.01(a), 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 clauses (other than Sections 4.1(a)(i5), (ii6) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 the Issuer and 3.14 and the operation Significant Subsidiaries or (7) of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(a) (“covenant defeasance option”). The Issuer at its option at any time may exercise its legal defeasance option with respect to the Notes, notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance optionoption with respect to the Notes, payment the rights of the Trustee and the Holders of such Notes so defeased may not be accelerated because of an Event of Default. If under this Indenture in effect at such time will terminate (other than with respect to the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(btrust). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. If the Issuer exercises its legal defeasance option with respect to the Notes, payment of such Notes may not be accelerated because of an Event of Default with respect to such Notes. If the Issuer exercises its covenant defeasance option with respect to the Notes, payment of such Notes may not be accelerated because of an Event of Default specified in clause (3) (other than with respect to clauses (1) and (2) of Section 5.03(a)), (5), (6) or (7) of Section 6.01(a)).
(c) Notwithstanding clauses (aSection 8.01(a) and (b) aboveSection 8.01(b), the Issuer’s obligations in Sections 2.3Section 2.03, 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7Section 2.07, 2.8Section 2.08, 7.6Section 2.09, 7.7 Section 2.10, Section 2.11, Article 7 and in this Article VIII 8, as applicable, and the rights of Holders to receive payments in respect of the principal, premium, if any, and interest on the Notes when such payments are due, solely out of the trust created pursuant to this Indenture referred to in Section 8.01(a) and Section 8.02(a), shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6Section 7.07, 8.5 Section 8.05 and 8.6 Section 8.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 1 contract
Sources: Indenture (Altice USA, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes and the security interest in the Collateral securing the Note Obligations will be automatically released when:
(1i) either (ia) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iib) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption at the option of the Issuer within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2ii) the Issuer and/or the Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied withwith (other than Section 8.01(a)(iii) to the extent that compliance will occur solely upon the passage of time).
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events the holders of Default the Notes (“legal defeasance option”) or ), and (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.09, 3.114.11, 3.124.12, 3.13 4.13 and 3.14 4.15 and the operation of Section 4.1 (other than 5.01 for the benefit of the holders of the Notes, and Sections 4.1(a)(i6.01(c), (ii) and (vi) and Section 4.1(c)(iv)6.01(d) and Sections 6.1(iii6.01(e) and 6.01(f) (with respect to any Default under in the case of Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii6.01(e) and (iv6.01(f) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only6.01(g), 6.01(h), 6.01(i) and 6.1(vii6.01(j) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of each Guarantor under with respect to its Guarantee of such Notes and the Security Documents shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(c), 6.01(d), 6.01(e) and 6.01(f) (with respect to Significant Subsidiaries of the Issuer only), 6.01(g), 6.01(h), 6.01(i) or 6.01(j) or because of the failure of the Issuer to comply with Section 5.01. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.6Article VII, 7.7 including, without limitation, Sections 7.06, 7.07 and 7.08 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.67.06, 8.5 7.07, 8.05 and 8.6 8.06 shall survive such satisfaction and discharge.
Appears in 1 contract
Sources: Indenture (TAMINCO ACQUISITION Corp)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or of transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1) either (i) all the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer Issuers and thereafter repaid to the Issuer Issuers or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall will become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the IssuerIssuers, and, in and the case of this clause (c), the Issuer Issuers or any Guarantor has irrevocably have deposited or caused to be deposited with the Trustee or the Paying Agent funds, in a manner that is not revocable by the Dutch Co-Issuer or any of its Affiliates cash in U.S. Dollars, dollars or U.S. Government Obligations or a combination thereof in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer Issuers directing the Trustee or the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2) the Issuer Issuers and/or the Guarantors have paid all other sums then due and payable under this Indenture; and
(3) the Issuer has Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section Sections 8.1(c) and 8.2, the Issuer Issuers at any time may terminate (i) all of its their obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) and cure all then-existing Events of Default or (ii) its obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.113.10, 3.12, 3.13 3.11 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv4.1(b)(i)(D)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.113.10, 3.12, 3.13 3.11 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)3.14), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries (other than the U.S. Co-Issuer) of the Dutch Co-Issuer only), 6.1(vi) (with respect to Significant Subsidiaries (other than the U.S. Co-Issuer) of the Dutch Co-Issuer only), 6.1(vii) (with respect to Significant Subsidiaries (other than the U.S. Co-Issuer) of the Dutch Co-Issuer only) and 6.1(vii6.1(viii) (“covenant defeasance option”). The Issuer Issuers may exercise its their legal defeasance option notwithstanding its their prior exercise of the their covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the Issuers exercise their legal defeasance option or the their covenant defeasance optionoption with respect to the Notes, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligationsthe applicable obligations of the Issuers being terminated. If the Issuer exercises its Issuers exercise their legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its Issuers exercise their covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11 and 3.14), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries (other than the U.S. Co-Issuer) of the Dutch Co-Issuer only), 6.1(vi) (with respect to Significant Subsidiaries (other than the U.S. Co-Issuer) of the Dutch Co-Issuer only), 6.1(vii) (with respect to Significant Subsidiaries (other than the U.S. Co-Issuer) of the Dutch Co-Issuer only) or 6.1(viii). Upon satisfaction of the conditions set forth herein and upon request of the IssuerIssuers, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesIssuers terminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s Issuers’ obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, and 7.7 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s Issuers’ obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.
Appears in 1 contract
Sources: Indenture (Atotech LTD)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall Indenture, and the rights of the Trustee and the Holders hereunder will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1) either (ia) all the Notes theretofore previously authenticated and delivered (other than certain lost, stolen or destroyed Notes, and certain Notes pursuant to Section 2.7 for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee relevant Paying Agent for cancellation cancellation; or (iib) all of the Notes not previously delivered to the Trustee relevant Paying Agent for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements reasonably satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause ; (c), 2) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent fundsTrustee (or an entity designated or appointed as agent by it for this purpose), in cash in U.S. Dollars, dollars or U.S. dollar-denominated U.S. Government Obligations or a combination thereof thereof, in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
; (23) the Issuer and/or the Guarantors have has paid or caused to be paid all other sums payable under this Indenture; and
(34) the Issuer has delivered irrevocable instructions under this Indenture to apply the deposited money toward payment of the Notes at maturity or on the redemption date, as the case may be; and (5) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating to the effect that all conditions precedent under this Indenture Section 8.01 relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.28.01(c) and Section 8.02, the Issuer at any time may terminate (i) all of its obligations and all obligations of each Guarantor under the Notes Notes, any Note Guarantees and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) and cure all then existing Defaults and Events of Default or (ii) its obligations under Sections 3.2the covenants in Article 4 and Article 5 and the default provisions relating to such covenants in clause (3) of Section 6.01(a), 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 clauses (other than Sections 4.1(a)(i5), (ii6) with respect to the Issuer and Significant Subsidiaries, (7) and (vi9) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii6.01(a) (“covenant defeasance option”). The Issuer at its option at any time may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the covenant defeasance option, the obligations of under any Guarantees shall each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment the rights of the Notes so defeased may not be accelerated because of an Event of Default. If Trustee and the Issuer exercises its covenant Holders under this Indenture in effect at such time will terminate (other than with respect to the defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(btrust). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates. If the Issuer exercises its legal defeasance option, payment of the Notes may not be accelerated because of an Event of Default with respect to such Notes. If the Issuer exercises its covenant defeasance option with respect to the Notes, payment of the Notes may not be accelerated because of an Event of Default specified in clause (3) (other than with respect to clauses (1) and (2) of Section 5.03(a)), (5), (6), (7) or (9) of Section 6.01(a)).
(c) Notwithstanding clauses (aSection 8.01(a) and (b) aboveSection 8.01(b), the Issuer’s and any Guarantors’ obligations in Sections 2.3Section 2.03, 2.4Section 2.04, 2.5Section 2.05, 2.6Section 2.06, 2.7Section 2.07, 2.8Section 2.08, 7.6Section 2.09, 7.7 Section 2.10, Section 2.11, Article 7 and in this Article VIII 8, as applicable, and the rights of Holders to receive payments in respect of the principal, premium, if any, and interest on the Notes when such payments are due, solely out of the trust created pursuant to this Indenture referred to in Section 8.01(a) and Section 8.02(a), shall survive until the Notes have been paid in full. Thereafter, the Issuer’s and any Guarantors’ obligations in Sections 7.6Section 7.07, 8.5 Section 8.05 and 8.6 Section 8.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 1 contract
Sources: Indenture (Altice USA, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights, protections and immunities of the Trustee and rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1i) either (iA) all the Notes theretofore authenticated and delivered (other than except lost, stolen or destroyed Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (iiB) all of the Notes not previously delivered to the Trustee for cancellation (a1) have become due and payable, (b2) shall will become due and payable at their Stated Maturity stated maturity within one year or (c3) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof Trustee funds in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, deposit together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be; provided that upon any redemption that requires the payment of the Make-Whole Redemption Price, the amount deposited shall be sufficient for purposes of this Indenture to the extent that an amount is deposited with the Trustee equal to the Make-Whole Redemption Price calculated as of the date of the notice of redemption, with any deficit as of the date of the redemption only required to be deposited with the Trustee on or prior to the date of the redemption and the Trustee shall have no liability for the Issuer’s non-payment of such deficit;
(2ii) the Issuer and/or the Subsidiary Guarantors have paid all other sums payable under this Indenture; and
(3iii) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section 8.2Sections 12.01(c) and 12.02, the Issuer may at any time may terminate terminate:
(i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default the Noteholder Parties (“legal defeasance option”), and
(ii) or (ii) its obligations under Article VII, Article VIII, and Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i10.01(a), (ii10.01(d), 10.01(e), 10.01(f), 10.01(g), 10.01(h), 10.01(i), 10.01(j), 10.01(k), 10.01(l) and (vi) and Section 4.1(c)(iv)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii10.01(m) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the its legal defeasance option or the its covenant defeasance option, the obligations of the Issuer and each Subsidiary Guarantor under its Guarantee of such Notes with respect to the Security Documents shall be terminated simultaneously with the termination of such obligationsobligation. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(bSections 10.01(a), 10.01(d), 10.01(e), 10.01(f), 10.01(g), 10.01(h), 10.01(i), 10.01(j), 10.01(k), 10.01(l) or 10.01(m). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminatesterminate.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08 and 2.09 and Article XI, 2.8including, 7.6without limitation, 7.7 Sections 11.07 and 11.08 and in this Article VIII XII and the rights and immunities of the Trustee under this Indenture shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.611.07, 8.5 11.08 and 8.6 12.05 and the rights and immunities of the Trustee under this Indenture shall survive such satisfaction and discharge.
Appears in 1 contract
Sources: Indenture (Wolfspeed, Inc.)
Discharge of Liability on Notes; Defeasance. (a) This The Note Guarantee and this Indenture shall will be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration conversion or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Notes, as expressly provided for in this Indenture) as to all outstanding Notes when:
when (1) either (ia) all the Notes theretofore previously authenticated and delivered (other than certain lost, stolen or destroyed Notes pursuant to Section 2.7 and certain Notes for which provision for payment was previously made and thereafter the funds have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid released to the Issuer or discharged from such trustIssuer) have been delivered to the Trustee for cancellation cancellation; or (iib) all of the Notes not previously delivered to the Trustee for cancellation (ai) have become due and payable, (bii) shall will become due and payable at their Stated Maturity within one year or (ciii) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause ; (c), 2) the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, in cash in U.S. Dollars, Trustee (or such entity designated by the Trustee for this purpose) money or U.S. Government Obligations Obligations, or a combination thereof thereof, as applicable, in an amount sufficient to pay and discharge the entire Indebtedness indebtedness on the Notes not theretofore previously delivered to the Trustee for cancellation, for principal ofprincipal, premium, if any, and interest on the Notes to the date of maturity deposit (in the case of Notes that have become due and payable), or redemptionto the Stated Maturity or redemption date, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
; (23) the Issuer and/or the Guarantors have has paid or caused to be paid all other sums payable under this IndentureIndenture with respect to the Notes; and
and (34) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating each to the effect that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture Section 8.01 have been complied with, provided that any such counsel may rely on any Officer’s Certificate as to matters of fact (including as to compliance with the foregoing clauses (1), (2) and (3)).
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer at any time may terminate (i) all of its obligations under and all obligations of the Notes Guarantor with respect to the Notes, the Note Guarantee and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal full defeasance option”) or (ii) its obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 Article 4 (other than Sections 4.1(a)(i), (iiSection 4.01) and (vi) under Article 5, and Section 4.1(c)(iv)) and Sections 6.1(iii) (thereafter any omission to comply with such obligations shall not constitute a Default or an Event of Default with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only) and 6.1(vii) Notes (“covenant defeasance option”). The Issuer at its option at any time may exercise its legal full defeasance option notwithstanding its prior exercise of the its covenant defeasance option. In the event that the Issuer terminates all of its obligations under with respect to the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant its full defeasance option, the obligations of each Guarantor under its the Note Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal full defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default. If the Issuer exercises option or its covenant defeasance option, payment of the Notes so defeased may not Guarantor will be accelerated because of an Event of Default specified in Section 8.1(b)released from all its obligations under the Note Guarantee. Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above, the Issuer’s and the Guarantor’s obligations with respect to the Notes in Sections 2.32.04, 2.42.05, 2.52.06, 2.62.07, 2.72.08, 2.82.09, 7.62.10, 7.7 2.11, 7.01, 7.02, 7.03, 7.07, 7.08 and in this Article VIII 8, as applicable, shall survive until the Notes have been paid in full. Thereafter, the Issuer’s and Guarantor’s obligations in Sections 7.67.07, 8.5 8.05 and 8.6 8.06, as applicable, shall survive such satisfaction and dischargesurvive.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) This Indenture Indenture, the Security Documents and the Intercreditor Agreement shall be discharged and shall cease to be of further effect with respect to, and any collateral Collateral then securing the Notes of any series shall be released (except as to surviving rights of registration or of transfer or exchange of such Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Trustee, as expressly provided for in this Indenture) as to all outstanding Notes of a series when:
(1) either (i) all of the Notes of such series theretofore authenticated and delivered (other than Notes of such series pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Notes of such series not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, Trustee (in a manner that is not revocable by the Issuer or any of its Affiliates) funds in cash in U.S. Dollarsdollars, U.S. Government Obligations or a combination thereof in an amount sufficient to pay and discharge the entire Indebtedness on the Notes of such series not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes of such series to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2) the Issuer and/or the Guarantors have paid all other sums then due and payable under this IndentureIndenture with respect to such series of Notes; and
(3) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture with respect to such series of Notes have been complied with.
(b) Subject to Section Sections 8.1(c) and 8.2, the Issuer at any time may terminate (i) all of its obligations under the any series of Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default such series of Notes (“legal defeasance option”) and cure all then-existing Events of Default or (ii) its obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.113.10, 3.12, 3.13 3.11 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv4.1(b)(i)(D)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.113.10, 3.12, 3.13 3.11 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)covenants in the Security Documents), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vii), 6.1(viii), 6.1(x) and 6.1(vii6.1(xi) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the covenant defeasance option, and may exercise its legal defeasance option or covenant defeasance option with respect to any or all of the series of Notes issued under this Indenture and the related Guarantees. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the Liens, as they pertain to the applicable Notes and Guarantees, will be released, and the obligations of each Guarantor under its Guarantee of such Notes, and, to the extent pertaining to the Notes and the Guarantees, the Security Documents and the Intercreditor Agreements, shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.1(iii) (with respect to any Default by the Issuer or any of its Restricted Subsidiaries with any of their obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11 and 3.14 and the covenants in the Security Documents), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vii), 6.1(viii), 6.1(x) or 6.1(xi). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.6 and 7.7 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) This Indenture Indenture, the Security Documents and the Intercreditor Agreement shall be discharged and shall cease to be of further effect effect, and any collateral Collateral then securing the Notes shall be released (except as to surviving rights of registration or of transfer or exchange of Notes and certain rights rights, indemnities and immunities of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto)Collateral Agent, as expressly provided for in this Indenture) as to all outstanding Notes when:
(1) either (i) all of the Notes theretofore authenticated and delivered (other than Notes pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust) have been delivered to the Trustee for cancellation or (ii) all of the Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall become due and payable at their Stated Maturity within one year or (c) if redeemable at the option of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of a full redemption by the Paying Agent Trustee in the name, and at the expense, of the Issuer, and, in the case of this clause (c), and the Issuer or any Guarantor has irrevocably deposited or caused to be deposited with the Paying Agent funds, Trustee (in a manner that is not revocable by the Issuer or any of its Affiliates) funds in cash in U.S. Dollarsdollars, U.S. Government Obligations or a combination thereof in an amount sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premium, if any, and interest on the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent Trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2) the Issuer and/or the Guarantors have paid all other sums then due and payable under this Indenture; and
(3) the Issuer has delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to the satisfaction and discharge of this Indenture have been complied with.
(b) Subject to Section Sections 8.1(c) and 8.2, the Issuer at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) and cure all then-existing Events of Default or (ii) its obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.113.10, 3.12, 3.13 3.11 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (vi) and Section 4.1(c)(iv4.1(b)(i)(D)) and Sections 6.1(iii) (with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.113.10, 3.12, 3.13 3.11 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)covenants in the Security Documents), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vii), 6.1(viii), 6.1(x) and 6.1(vii6.1(xi) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the covenant defeasance option, and may exercise its legal defeasance option or covenant defeasance option with respect to any or all the Notes issued under this Indenture and the related Guarantees. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the Liens, as they pertain to the Notes and Guarantees, will be released, and the obligations of each Guarantor under its Guarantee of such Notes, and, to the extent pertaining to the Notes and the Guarantees, the Security Documents and the Intercreditor Agreements, shall be terminated simultaneously with the termination of such obligations. If the Issuer exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.1(iii) (with respect to any Default by the Issuer or any of its Restricted Subsidiaries with any of their obligations under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11 and 3.14 and the covenants in the Security Documents), 6.1(iv), 6.1(v) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer only), 6.1(vii), 6.1(viii), 6.1(x) or 6.1(xi). Upon satisfaction of the conditions set forth herein and upon request of the Issuer, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer terminates.
(c) Notwithstanding clauses (a) and (b) above, the Issuer’s obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 2.8, 7.6, 7.6 and 7.7 and in this Article VIII shall survive until the Notes have been paid in full. Thereafter, the Issuer’s obligations in Sections 7.6, 8.5 and 8.6 shall survive such satisfaction and discharge.
Appears in 1 contract
Discharge of Liability on Notes; Defeasance. (a) This Indenture shall be discharged and shall cease to be of further effect and any collateral then securing the Notes shall be released (except as to surviving rights of registration or transfer or exchange of Notes and certain rights of the Trustee with respect to compensation and indemnity (and the Issuer’s obligations with respect thereto), as expressly provided for in this Indenture) as to all outstanding Notes when:
(1) either When (i) all the outstanding Notes theretofore authenticated and delivered (other than Notes replaced or paid pursuant to Section 2.7 which have been replaced or paid and Notes for whose payment money has theretofore been deposited with the Trustee or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust2.07) have been cancelled or delivered to the Trustee for cancellation or (ii) all of the outstanding Notes not previously delivered to the Trustee for cancellation (a) have become due and payable, (b) shall become due and payable whether at their Stated Maturity within one year maturity or (c) if redeemable at the option on a redemption date as a result of the Issuer, have been called for redemption or are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving delivery of a notice of a full redemption by the Paying Agent in the name, and at the expense, of the Issuerpursuant to Article 3 hereof, and, in the case of this clause (cii), the Issuer or any Guarantor has Company irrevocably deposited or caused to be deposited deposits with the Paying Agent funds, in cash in U.S. Dollars, U.S. Government Obligations or a combination thereof in an amount Trustee funds sufficient to pay at maturity or upon redemption of all outstanding Notes, including interest thereon to maturity or such redemption date (other than Notes replaced or paid pursuant to Section 2.07) and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation, for principal of, premiumApplicable Premium, if any, and interest on if in either case the Notes to the date of maturity or redemption, as the case may be, together with irrevocable instructions from the Issuer directing the Paying Agent to apply such funds to the payment thereof at maturity or redemption, as the case may be;
(2) the Issuer and/or the Guarantors have paid Company pays all other sums payable under this Indenture, then this Indenture shall, subject to Section 8.01(c), cease to be of further effect and the Subsidiary Guarantees and the Liens on the Collateral securing the Notes will be irrevocably released; and
provided that upon any redemption that requires the payment of the Applicable Premium, the amount deposited shall be sufficient for purposes of this Section 8.01 to the extent that an amount is deposited with the Trustee equal to the Applicable Premium calculated as of the date of the notice of redemption, with any deficit on the date of redemption (3any such amount, the “Applicable Premium Deficit”) only required to be deposited with the Issuer has Trustee on or prior to the date of redemption (it being understood that any defeasance shall be subject to the condition subsequent that such deficit is in fact paid). Any Applicable Premium Deficit shall be set forth in an Officer’s Certificate delivered to the Trustee simultaneously with the deposit of such Applicable Premium Deficit that confirms that such Applicable Premium Deficit shall be applied toward such redemption. The Trustee shall acknowledge satisfaction and discharge of this Indenture on demand of the Company accompanied by an Officer’s Certificate and an Opinion of Counsel stating that all conditions precedent under this Indenture relating to and at the satisfaction cost and discharge expense of this Indenture have been complied withthe Company.
(b) Subject to Section 8.2Sections 8.01(c) and 8.02, the Issuer Company at any time may terminate (i) all of its obligations under the Notes and this Indenture (with respect to such Notes) and have each Guarantor’s obligation discharged with respect to its Guarantee and cure any then-existing Events of Default (“legal defeasance option”) or (ii) its obligations under Sections 3.24.02, 3.34.03, 3.44.04, 3.54.05, 3.64.06, 3.74.07, 3.84.08, 3.94.10, 3.114.11, 3.124.12, 3.13 4.13 and 3.14 4.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i6.01(d), (ii6.01(e), 6.01(g), 6.01(h), 6.01(i) and 6.01(j) (vibut, in the case of Sections 6.01(h) and Section 4.1(c)(iv6.01(i)) and Sections 6.1(iii) (, with respect to any Default under Sections 3.2, 3.3, 3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.11, 3.12, 3.13 and 3.14 and the operation of Section 4.1 (other than Sections 4.1(a)(i), (ii) and (iv) and Section 4.1(c)(iv)), 6.1(iv), 6.1(v) (with respect only to Significant Subsidiaries of and the Issuer only), 6.1(vi) (with respect to Significant Subsidiaries of the Issuer onlySubsidiary Guarantors) and 6.1(viithe limitations contained in Section 5.01(a)(iii) (“covenant defeasance option”). The Issuer may exercise its legal defeasance option notwithstanding its prior exercise of the covenant defeasance option. In the event that the Issuer terminates all of its obligations under the Notes and this Indenture (with respect to such Notes) by exercising the legal defeasance option or the covenant defeasance option, the obligations of each Guarantor under its Guarantee of such Notes shall be terminated simultaneously with the termination of such obligations. If the Issuer Company exercises its legal defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of DefaultDefault with respect thereto. If the Issuer Company exercises its covenant defeasance option, payment of the Notes so defeased may not be accelerated because of an Event of Default specified in Section 8.1(b6.01(d), 6.01(e), 6.01(f), 6.01(g), 6.01(h) (with respect only to Significant Subsidiaries and Subsidiary Guarantors), 6.01(i)or because of the failure of the Company to comply with Section 5.01(a)(iii). If the Company exercises its legal defeasance option or its covenant defeasance option, each Subsidiary Guarantor shall be released from all of its obligations with respect to its Subsidiary Guarantee, this Indenture, the applicable Security Documents and the Liens on the Collateral securing the Notes. Upon satisfaction of the conditions set forth herein and upon the written request of the IssuerCompany, the Trustee shall acknowledge in writing the discharge of those obligations that the Issuer Company terminates.
(c) Notwithstanding clauses (aSections 8.01(a) and (b) above), the IssuerCompany’s obligations in Sections 2.32.03, 2.42.04, 2.52.05, 2.62.06, 2.72.07, 2.82.08, 7.62.09, 7.7 7.07, 7.08 and in this Article VIII 8 shall survive until the Notes have been paid in full. Thereafter, the IssuerCompany’s obligations in Sections 7.67.06, 8.5 8.04 and 8.6 8.05 shall survive such satisfaction and dischargesurvive.
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Sources: Indenture (Qnity Electronics, Inc.)