Common use of Form and Sufficiency of Release Clause in Contracts

Form and Sufficiency of Release. In the event that the Company or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that under the provisions of Section 11.05 or 11.06 may be sold, exchanged or otherwise disposed of by the Company or any Guarantor, and the Company or such Guarantor requests the Collateral Agent to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture and the Collateral Documents, upon being satisfied that the Company or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.05 or 11.06 (which may include receipt of an Officers' Certificate and Opinion of Counsel upon the request of the Collateral Agent), the Collateral Agent shall execute, acknowledge and deliver to the Company or such Guarantor such an instrument in the form provided by the Company and reasonably acceptable to the Collateral Agent providing for release without recourse, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Company or such Guarantor may reasonably request and is necessary to effect such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released shall be entitled to rely upon any release executed by the Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described from the Lien of this Indenture and of the Collateral Documents.

Form and Sufficiency of Release. In the event that either the Company Issuer or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that that, under the provisions terms of Section 11.05 or 11.06 this Indenture may be sold, exchanged or otherwise disposed of by the Company Issuer or any Guarantor, and the Company Issuer or such Guarantor requests the Collateral Agent Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture Indenture, the applicable Guarantee and the Collateral Security Documents, upon being satisfied that the Company or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.05 or 11.06 (which may include receipt of an Officers' ’ Certificate and Opinion of Counsel to the effect that such release complies with Section 10.3 and specifying the provision in Section 10.3 pursuant to which such release is being made (upon which the request of the Collateral AgentTrustee may exclusively and conclusively rely), the Collateral Agent Trustee shall execute, acknowledge and deliver to the Company Issuer or such Guarantor (or instruct the Collateral Agent to do the same) such an instrument in the form provided by the Company Issuer, and reasonably acceptable to the Collateral Agent providing for release without recourse, promptly after satisfaction of the conditions set forth herein for delivery of any such release recourse (other than with respect to Liens attributable to it) and shall take such other action as the Company Issuer or such Guarantor may reasonably request and is as necessary to effect such release. Notwithstanding Before executing, acknowledging or delivering any such instrument, the preceding sentence, all purchasers Trustee shall be furnished with an Officers’ Certificate and grantees an Opinion of any property or rights purporting to be released Counsel (on which the Trustee shall be entitled to rely upon any conclusively and exclusively rely) each stating that such release executed is authorized and permitted by the Collateral Agent hereunder as sufficient for terms hereof and the purpose of this Indenture Security Documents and as constituting a good and valid that all conditions precedent with respect to such release of the property therein described from the Lien of this Indenture and of the Collateral Documentshave been complied with.

Form and Sufficiency of Release. Upon any sale, exchange or disposition of Collateral in compliance with this Indenture and the Notes Collateral Documents, the Liens in favor of the Collateral Agent on such Collateral shall automatically terminate and be released. In the event that the Company or any Subsidiary Guarantor has soldconsummated, exchanged, or otherwise disposed of or proposes to sellconsummate, any such sale, exchange or otherwise dispose disposition of any portion of the Collateral that that, under the provisions terms of Section 11.05 or 11.06 this Indenture may be sold, exchanged or otherwise disposed of by the Company or any Subsidiary Guarantor, and the Company or any such Subsidiary Guarantor requests the Collateral Agent to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture Indenture, the applicable Subsidiary Guarantee and the Notes Collateral Documents, upon being satisfied that the Company or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.05 or 11.06 (which may include receipt of an Officers' Officer’s Certificate and Opinion of Counsel upon the request of the Collateral Agent)certifying that all conditions precedent to such release have been met, the Collateral Agent shall shall, at the sole cost and expense of the Company, execute, acknowledge and deliver to the Company or such Subsidiary Guarantor such an instrument in the form provided by the Company and reasonably (to the extent acceptable to the Collateral Agent Agent, acting reasonably), and providing for release without recourse, representation or warranty, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall shall, at the sole cost and expense of the Company, take such other action as the Company or such Subsidiary Guarantor may reasonably request and is necessary to effect such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released shall be entitled to rely upon any release executed by the Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described from the Lien of this Indenture and of the Notes Collateral Documents.

Form and Sufficiency of Release. In the event that the Company Issuer or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that under the provisions of Section 11.05 or 11.06 may be sold, exchanged or otherwise disposed of by the Company or any Guarantor, and the Company or such Guarantor requests the Notes Collateral Agent to furnish a written disclaimer, release or quitclaim of any interest in such any property under pursuant to Section 12.03 of this Indenture and the Collateral DocumentsIndenture, upon being satisfied that the Company or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.05 or 11.06 (which may include receipt of an Officers' Officer’s Certificate from the Issuer and Opinion of Counsel upon certifying that all conditions precedent to such release have been met, the request Notes Collateral Agent shall, at the sole cost and expense of the Collateral Agent)Issuer, the Collateral Agent shall execute, acknowledge and deliver to the Company Issuer or such Guarantor such an instrument in the form provided by the Company and reasonably Issuer (to the extent acceptable to the Notes Collateral Agent Agent, acting reasonably), and providing for release without recourse, representation or warranty, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall shall, at the sole cost and expense of the Issuer take such other action as the Company Issuer or such Guarantor may reasonably request and is necessary to effect such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released shall be entitled to rely upon any release executed by the Notes Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described from the Lien of this Indenture and of the Collateral Security Documents.

Form and Sufficiency of Release. In the event that either the Company Issuer or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that that, under the provisions terms of Section 11.05 or 11.06 this Indenture may be sold, exchanged or otherwise disposed of by the Company Issuer or any Guarantor, and the Company Issuer or such Guarantor requests the Trustee or the Collateral Agent to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture Indenture, the applicable Guarantee and the Collateral Security Documents, upon being satisfied that the Company or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.05 or 11.06 (which may include receipt of an Officers' ’ Certificate and Opinion of Counsel to the effect that such release complies with Section 10.3 and specifying the provision in Section 10.3 pursuant to which such release is being made (upon which the request of Trustee and the Collateral AgentAgent may exclusively and conclusively rely), the Trustee shall execute, acknowledge and deliver to the Issuer or such Guarantor (or instruct the Collateral Agent to do the same and the Collateral Agent shall execute, acknowledge and deliver to the Company or such Guarantor deliver) such an instrument in the form provided by the Company Issuer, and reasonably acceptable to the Collateral Agent providing for release without recourse, promptly after satisfaction of the conditions set forth herein for delivery of any such release recourse and shall take such other action as the Company Issuer or such Guarantor may reasonably request and is as necessary to effect such release. Notwithstanding Before executing, acknowledging or delivering any such instrument, the preceding sentence, all purchasers Trustee shall be furnished with an Officers’ Certificate and grantees an Opinion of any property or rights purporting to be released Counsel (on which the Trustee and the Collateral Agent shall be entitled to rely upon any conclusively and exclusively rely) each stating that such release executed is authorized and permitted by the Collateral Agent hereunder as sufficient for terms hereof and the purpose of this Indenture Security Documents and as constituting a good and valid that all conditions precedent with respect to such release of the property therein described from the Lien of this Indenture and of the Collateral Documentshave been complied with.

Form and Sufficiency of Release. In the event that the Company or any Subsidiary Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that under the provisions of Section 11.05 10.05 or 11.06 10.06 may be sold, exchanged or otherwise disposed of by the Company or any Subsidiary Guarantor, and the Company or such Subsidiary Guarantor requests the Collateral Agent Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture Indenture, the applicable Subsidiary Guarantee of the Notes and the Collateral Documents, upon being satisfied that the Company or such Subsidiary Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.05 10.05 or 11.06 10.06 (which may include receipt of an Officers' Certificate and Opinion of Counsel upon the request of the Collateral AgentTrustee), the Collateral Agent Trustee shall execute, acknowledge and deliver to the Company or such Subsidiary Guarantor such an instrument in the form provided by the Company Company, and reasonably acceptable to the Collateral Agent providing for release without recourse, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Company or such Subsidiary Guarantor may reasonably request and is necessary to effect such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released shall be entitled to rely upon any release executed by the Collateral Agent Trustee hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described from the Lien of this Indenture and of the Collateral Documents.

Form and Sufficiency of Release. AND SUBORDINATION In the event that the Company or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that under the provisions of Section 11.05 or 11.06 may be sold, exchanged or otherwise disposed of by the Company or such Guarantor to any Person other than the Company or a Guarantor, and the Company or such Guarantor requests requests, pursuant to an Officer’s Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Security Documents to the release of such Collateral have been met, that (a) the Trustee or Collateral Agent to furnish a written disclaimer, release or quitclaim quit-claim of any interest in such property under this Indenture and the Collateral Security Documents, upon being satisfied or, (b) to the extent applicable to such Collateral, take all action that is necessary or reasonably requested by the Company in writing (in each case at the expense of the Company) to release and reconvey to the Company or such Guarantor, without recourse, such Collateral or deliver such Collateral in its possession to the Company or such Guarantor, the Trustee and the Collateral Agent, as applicable, shall execute, acknowledge (without any recourse, representation and warranty) and deliver to and/or authorize the filing by the Company or such Guarantor is selling, exchanging or otherwise disposing of (in the Collateral form prepared by the Company at the Company’s sole expense) such an instrument (in accordance with the provisions of Section 11.05 or 11.06 (which may include receipt of an Officers' Certificate and Opinion of Counsel upon the request of form reasonably satisfactory to the Collateral Agent)) promptly or take such other action so requested, the Collateral Agent shall execute, acknowledge and including deliver to the Company or such Guarantor such an instrument applicable Collateral in the form provided by the Company and reasonably acceptable to the Collateral Agent providing for release without recourse, promptly Agent’s possession after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Company or such Guarantor may reasonably request and is necessary to effect such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released shall be entitled to rely upon any release executed by the Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described from the Lien of this Indenture and of the Collateral Documents.

Form and Sufficiency of Release. In the event that the Company Issuer or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that that, under the provisions terms of Section 11.05 or 11.06 this Indenture may be sold, exchanged or otherwise disposed of by the Company Issuer or any Guarantor, and the Company Issuer or such Guarantor requests the Notes Collateral Agent to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture Indenture, the applicable Note Guarantee and the Collateral Security Documents, upon being satisfied that the Company or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.05 or 11.06 (which may include receipt of an Officers' Officer’s Certificate from the Issuer and Opinion of Counsel upon certifying that all conditions precedent to such release have been met, the request Notes Collateral Agent shall, at the sole cost and expense of the Collateral Agent)Issuer, the Collateral Agent shall execute, acknowledge and deliver to the Company Issuer or such Guarantor such an instrument in the form provided by the Company and reasonably Issuer (to the extent acceptable to the Notes Collateral Agent Agent, acting reasonably), and providing for release without recourse, representation or warranty, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall shall, at the sole cost and expense of the Issuer take such other action as the Company Issuer or such Guarantor may reasonably request and is necessary to effect such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released shall be entitled to rely upon any release executed by the Notes Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described from the Lien of this Indenture and of the Collateral Security Documents.

Form and Sufficiency of Release. In the event that the Company Issuer or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that under the provisions of Section 11.05 10.05 or 11.06 10.06 may be sold, exchanged or otherwise disposed of by the Company Issuer or any Guarantor, and the Company Issuer or such Guarantor requests the Collateral Agent to furnish a written disclaimer, release or quitclaim of any interest in such property Property under this Indenture and the Collateral Security Documents, upon being satisfied that compliance by the Company Issuer or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.05 10.05 or 11.06 10.06 (which may which, in the case of Section 10.06, shall include receipt of an Officers' ’ Certificate of the Issuer or such Guarantor reciting the sale, exchange or other disposition made or proposed to be made and Opinion describing in reasonable detail the property affected thereby, and stating that such Property is Property which by the provisions of Counsel upon Section 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the request Issuer or such Guarantor without any release or consent of the Collateral Agent), the Collateral Agent shall execute, acknowledge and deliver to the Company Issuer or such Guarantor such an instrument in the form provided by the Company Issuer, and reasonably acceptable to the Collateral Agent providing for release without recourse, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Company Issuer or such Guarantor may reasonably request in writing and is as necessary to effect such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights Property purporting to be released shall be entitled to rely upon any release executed by the Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property Property therein described from the Lien of this Indenture and of the Collateral Security Documents.

Form and Sufficiency of Release. In the event that the Company or any Subsidiary Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that under the provisions of Section 11.05 10.05 or 11.06 10.06 may be sold, exchanged or otherwise disposed of by the Company or any Subsidiary Guarantor, and the Company or such Subsidiary Guarantor requests the Collateral Agent Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture Indenture, the applicable Subsidiary Guarantee of the Notes and the Collateral Documents, upon being satisfied that the Company or such Subsidiary Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.05 10.05 or 11.06 10.06 (which may include receipt of an Officers' Certificate and or Opinion of Counsel upon the request of the Collateral AgentTrustee), the Collateral Agent Trustee shall execute, acknowledge and deliver to the Company or such Subsidiary Guarantor such an instrument in the form provided by the Company Company, and reasonably acceptable to the Collateral Agent providing for release without recourse, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Company or such Subsidiary Guarantor may reasonably request and is necessary to effect such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released shall be entitled to rely upon any release executed by the Collateral Agent Trustee hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described from the Lien of this Indenture and of the Collateral Documents.

Form and Sufficiency of Release. In the event that the Company or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that under the provisions of Section 11.05 or 11.06 hereof may be sold, exchanged or otherwise disposed of by the Company or any Guarantor, and the Company or such Guarantor requests the Collateral Agent Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture Indenture, the applicable Guarantee and the Collateral applicable Security Documents, upon being satisfied that the Company or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.05 or 11.06 (which may include receipt of an Officers' Certificate and Opinion of Counsel upon the request of the Collateral Agent)hereof, the Collateral Agent Trustee shall execute, acknowledge and deliver to the Company or such Guarantor such an instrument in the form provided by the Company Company, and reasonably acceptable to the Collateral Agent providing for release without recourse, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Company or such Guarantor may reasonably request and is necessary to effect such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released herefrom shall be entitled to rely upon any release executed by the Collateral Agent Trustee hereunder as sufficient for the purpose of this Indenture and as 110 constituting a good and valid release of the property therein described from the Lien of this Indenture and of the Collateral Security Documents.

Form and Sufficiency of Release. In the event that the either Company or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that that, under the provisions terms of Section 11.05 or 11.06 this Indenture may be sold, exchanged or otherwise disposed of by the either Company or any Guarantor, and the such Company or such Guarantor requests the Collateral Agent to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture Indenture, the applicable Guarantee and the Collateral Security Documents, upon being satisfied that the such Company or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 11.05 or 11.06 (which may include receipt of an Officers' Certificate and Opinion of Counsel upon the request of the Collateral Agent)12.03, the Collateral Agent shall execute, acknowledge and deliver to the such Company or such Guarantor such an instrument in the form provided by the Company Company, and reasonably acceptable to the Collateral Agent providing for release without recourse, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the such Company or such Guarantor may reasonably request and is as necessary to effect such release. Notwithstanding the preceding sentence, all purchasers and grantees of any property or rights purporting to be released shall be entitled to rely upon any release executed by the Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the property therein described from the Lien of this Indenture and of the Collateral Security Documents.