Common use of Form and Sufficiency of Release Clause in Contracts

Form and Sufficiency of Release. In the event that either the 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 terms of this Indenture may be sold, exchanged or otherwise disposed of by the Issuer or any Guarantor, and the Issuer or such Guarantor requests the Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee and the Security Documents, upon 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 Trustee 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) such an instrument in the form provided by the Issuer, and providing for release without recourse (other than with respect to Liens attributable to it) and shall take such other action as the Issuer or such Guarantor may reasonably request and as necessary to effect such release. Before executing, acknowledging or delivering any such instrument, the Trustee shall be furnished with an Officers’ Certificate and an Opinion of Counsel (on which the Trustee shall be entitled to conclusively and exclusively rely) each stating that such release is authorized and permitted by the terms hereof and the Security Documents and that all conditions precedent with respect to such release have been complied with.

Form and Sufficiency of Release. In the event that either the 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 terms of this Indenture may be sold, exchanged or otherwise disposed of by the Issuer or any Guarantor, and the 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, the applicable Guarantee and the Security Documents, upon 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 Trustee and the Collateral Agent 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 samesame and the Collateral Agent shall execute, acknowledge and deliver) such an instrument in the form provided by the Issuer, and providing for release without recourse (other than with respect to Liens attributable to it) and shall take such other action as the Issuer or such Guarantor may reasonably request and as necessary to effect such release. Before executing, acknowledging or delivering any such instrument, the Trustee shall be furnished with an Officers’ Certificate and an Opinion of Counsel (on which the Trustee and the Collateral Agent shall be entitled to conclusively and exclusively rely) each stating that such release is authorized and permitted by the terms hereof and the Security Documents and that all conditions precedent with respect to such release have been complied with.

Form and Sufficiency of Release. In the event that either the 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 terms of this Indenture may be sold, exchanged or otherwise disposed of by the either Issuer or any Guarantor, and the such Issuer or such Guarantor requests the Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee and the Security Documents, upon receipt of an Officers’ Certificate and Opinion of Counsel (the latter of which, to the extent consistent with applicable provisions of the TIA and otherwise in accordance with the Senior Secured Note Documents, shall only be required if the Fair Market Value of the property that is subject to the Lien to be released exceeds $25. million and shall be deliverable by the Issuers, unless the Issuers elect otherwise) 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 Trustee may exclusively and conclusively rely), the Trustee shall execute, acknowledge and deliver to the such Issuer or such Guarantor (or instruct the Collateral Agent to do the same) such an instrument in the form provided by the IssuerIssuers, and providing for release without recourse (other than with respect to Liens attributable to it) and shall take such other action as the such Issuer or such Guarantor may reasonably request and as necessary to effect such release. Before executing, acknowledging or delivering any such instrument, the Trustee shall be furnished with an Officers’ Certificate and an Opinion of Counsel (on which the Trustee shall be entitled to conclusively and exclusively rely) ), as applicable, each stating subject to customary exceptions, that such release is authorized and permitted by the terms hereof and the Security Documents and that all conditions precedent with respect to such release have been complied with.

Form and Sufficiency of Release. In the event that either the Issuer Company or any Domestic 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 terms of this Indenture Indenture, may be sold, exchanged or otherwise disposed of by the Issuer Company or any Domestic Guarantor, and the Issuer Company or such Domestic Guarantor requests the Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Note Guarantee and the Security Documents, upon receipt of an Officers’ Certificate and Opinion of Counsel to the effect that such release complies with Section 10.3 12.03 and specifying the provision in Section 10.3 12.03 pursuant to which such release is being made (upon which the Trustee may exclusively and conclusively rely), the Trustee shall execute, acknowledge and deliver to the Issuer Company or such Domestic Guarantor (or instruct the Collateral Agent to do the same) such an instrument in the form provided by the IssuerCompany, and providing for release without recourse (other than with respect to Liens attributable to it) and shall take such other action as the Issuer Company or such Domestic Guarantor may reasonably request and as necessary to effect such releaserelease at the expense of the Company and the Guarantors. Before executing, acknowledging or delivering any such instrument, the Trustee shall be furnished with an Officers’ Certificate and an Opinion of Counsel (on which the Trustee shall be entitled to conclusively and exclusively rely) each stating that such release is authorized and permitted by the terms hereof and the Security Documents and that all conditions precedent with respect to such release have been complied with.

Form and Sufficiency of Release. In the event that either the 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 terms of this Indenture may be sold, exchanged or otherwise disposed of by the Issuer or any Guarantor, and the Issuer or such Guarantor requests the Trustee Collateral Agent to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee and the Security Documents, upon 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 Trustee Collateral Agent may exclusively and conclusively rely), the Trustee Collateral Agent shall execute, acknowledge and deliver to the Issuer or such Guarantor (or instruct the Collateral Agent to do the same) such an instrument in form and substance reasonably acceptable to the form provided by the IssuerTrustee, and providing for release without representation, warranty or recourse (other than with respect to Liens attributable to it) and shall take such other action action, at the sole cost and expense of the Issuer or Guarantor, as the Issuer or such Guarantor may reasonably request and as necessary to effect such release. Before executing, acknowledging or delivering any such instrument, the Trustee Collateral Agent shall be furnished with an Officers’ Certificate and an Opinion of Counsel (on which the Trustee Collateral Agent shall be entitled to conclusively and exclusively rely) each stating that such release is authorized and permitted by the terms hereof and the Security Documents and that all conditions precedent with respect to such release have been complied with.

Form and Sufficiency of Release. In the event that either the Issuer 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 terms of this Indenture may be sold, exchanged or otherwise disposed of by the Issuer Company or any Guarantor, and the Issuer Company or such Guarantor requests the Trustee Trustees to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee and the Security Documents, upon receipt of an Officers’ Certificate and Opinion of Counsel to the effect that such release complies with Section 10.3 12.03 and specifying the provision in Section 10.3 12.03 pursuant to which such release is being made (upon which the Trustee Trustees may exclusively and conclusively rely), the Trustee Trustees shall execute, acknowledge and deliver to the Issuer Company or such Guarantor (or instruct the Collateral Agent Agents to do the same) such an instrument in the form provided by the IssuerCompany, and providing for release without recourse (other than with respect to Liens attributable to it) and shall take such other action as the Issuer Company or such Guarantor may reasonably request and as necessary to effect such release. Before executing, acknowledging or delivering any such instrument, the Trustee Trustees shall be furnished with an Officers’ Certificate and an Opinion of Counsel (on which the Trustee Trustees shall be entitled to conclusively and exclusively rely) each stating that such release is authorized and permitted by the terms hereof and the Security Documents and that all conditions precedent with respect to such release have been complied with. The Company shall deliver an Officers’ Certificate to the Collateral Agents within 30 calendar days following the end of each six-month period beginning on each interest payment date, to the effect that all such releases and withdrawals during the preceding six-month period (or since the Issue Date, in the case of the first such Officers’ Certificate) as described in Section 12.03, were not prohibited by this Indenture.

Form and Sufficiency of Release. In the event that either the 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 terms of this Indenture may be sold, exchanged or otherwise disposed of by the Issuer or any Guarantor, and the Issuer or such Guarantor requests the Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee and the Security Documents, upon 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 Trustee 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) such an instrument in the form provided by the Issuer, and providing for release without recourse (other than with respect to Liens attributable to it) and shall take such other action as the Issuer or such Guarantor may reasonably request and as necessary to effect such release. Before executing, acknowledging or delivering any such instrument, the Trustee shall be furnished with an Officers’ Certificate and an Opinion of Counsel (on which the Trustee shall be entitled to conclusively and exclusively rely) each stating that such release is authorized and permitted by the terms hereof and the Security Documents and that all conditions precedent with respect to such release have been complied with. The Issuer shall deliver an Officers’ Certificate to the Collateral Agent within 30 calendar days following the end of each six-month period beginning on each interest payment date, to the effect that all such releases and withdrawals during the preceding six-month period (or since the Issue Date, in the case of the first such Officers’ Certificate) as described in Section 10.3(a)(ii), were not prohibited by this Indenture.

Form and Sufficiency of Release. In the event that either the Issuer 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, that under the terms provisions of this Indenture Section 10.07 or 10.08 may be sold, exchanged or otherwise disposed of by the Issuer or any Guarantor, and the Issuer or such Guarantor requests the Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee of the Notes and the Security Collateral Documents, upon being satisfied that the Issuer or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.07 or 10.08 (which may include receipt of an Officers’ ' Certificate and or Opinion of Counsel to upon the effect that such release complies with Section 10.3 and specifying request of the provision in Section 10.3 pursuant to which such release is being made (upon which the Trustee may exclusively and conclusively relyTrustee), the Trustee shall execute, acknowledge and deliver to the Issuer or such Subsidiary Guarantor (or instruct the Collateral Agent to do the same) such an instrument in the form provided by the IssuerIssuer and reasonably satisfactory to the Trustee, and providing for release without recourse (other than with respect to Liens attributable to it) recourse, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Issuer or such Subsidiary Guarantor may reasonably request and as is necessary to effect such release. Before executingNotwithstanding the preceding sentence, acknowledging all purchasers and grantees of any property or delivering any such instrument, the Trustee shall rights purporting to be furnished with an Officers’ Certificate and an Opinion of Counsel (on which the Trustee released shall be entitled to conclusively and exclusively rely) each stating that such rely upon any release is authorized and permitted executed by the terms hereof Trustee hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the Security Documents property therein described from the Lien of this Indenture and that all conditions precedent with respect to such release have been complied withof the Collateral Documents.

Form and Sufficiency of Release. In the event that either the Stage I 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 terms of this Indenture may be sold, exchanged or otherwise disposed of by the Stage I Issuer or any Guarantor, and the Stage I Issuer or such Guarantor requests the Stage I Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee and the Security Documents, upon 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 Stage I Trustee may exclusively and conclusively rely), the Stage I Trustee shall execute, acknowledge and deliver to the Stage I Issuer or such Guarantor (or instruct the Stage I Collateral Agent to do the same) such an instrument in the form provided by the Stage I Issuer, and providing for release without recourse (other than with respect to Liens attributable to it) and shall take such other action as the Stage I Issuer or such Guarantor may reasonably request and as necessary to effect such release. Before executing, acknowledging or delivering any such instrument, the Stage I Trustee shall be furnished with an Officers’ Certificate and an Opinion of Counsel (on which the Stage I Trustee shall be entitled to conclusively and exclusively rely) each stating that such release is authorized and permitted by the terms hereof and the Security Documents and that all conditions precedent with respect to such release have been complied with.

Form and Sufficiency of Release. In the event that either the 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 terms of this Indenture may be sold, exchanged or otherwise disposed of by the Issuer or any Guarantor, and the Issuer or such Guarantor requests the Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee and the Security Documents, upon 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 Trustee 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) such an instrument in the form provided by the Issuer, and providing for release without recourse (other than with respect to Liens attributable to it) and shall take such other action as the Issuer or such Guarantor may reasonably request and as necessary to effect such release. Before executing, acknowledging or delivering any such instrument, the Trustee shall be furnished with an Officers’ Officer’s Certificate and an Opinion of Counsel (on which the Trustee shall be entitled to conclusively and exclusively rely) each stating that such release is authorized and permitted by the terms hereof and the Security Documents and that all conditions precedent with respect to such release have been complied with.

Form and Sufficiency of Release. In the event that either the 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 terms of this Indenture may be sold, exchanged or otherwise disposed of by the Issuer or any Guarantor, and the 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, the applicable Guarantee and the Security Documents, upon receipt of an Officers’ Certificate and an 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 Trustee and the Collateral Agent may exclusively and conclusively rely), the Trustee shall shall, at the sole expense of the Issuer, execute, acknowledge and deliver to the Issuer or such Guarantor (or instruct the Collateral Agent to do the same) such an instrument in the form provided by the Issuer, and providing for release without recourse (other than with respect to Liens attributable to it) or warranty by the Trustee or the Collateral Agent and shall take such other action as the Issuer or such Guarantor may reasonably request and as necessary to effect such release. Before executing, acknowledging or delivering any such instrument, the Trustee shall be furnished with an Officers’ Certificate and an Opinion of Counsel (on which the Trustee shall be entitled to conclusively and exclusively rely) each stating that such release is authorized and permitted by the terms hereof and hereof, the Security Documents and the Intercreditor Agreement and that all conditions precedent with respect to such release under the terms hereof and under the Security Documents and the Intercreditor Agreement have been complied with.

Form and Sufficiency of Release. In the event that either the Issuer 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 terms of this Indenture that may be sold, exchanged or otherwise disposed of by the Issuer Company or any Guarantorsuch Guarantor in accordance with Section 4.12, and the Issuer Company or such Guarantor requests in writing the Trustee Collateral Agent to furnish a written disclaimer, release or quitclaim quit-claim of any interest in such property under this Indenture, the applicable Guarantee Intercreditor Agreement and the Security Collateral Documents, upon 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 Trustee may exclusively and conclusively rely), the Trustee Collateral Agent shall execute, acknowledge and deliver to the Issuer Company or such Guarantor (in proper form prepared by the Company or instruct the Collateral Agent to do the samesuch Guarantor) such an instrument in promptly after satisfaction of the form provided by the Issuer, and providing conditions set forth herein for release without recourse (other than with respect to Liens attributable to it) and shall take such other action as the Issuer or such Guarantor may reasonably request and as necessary to effect delivery of any such release. Before executingNotwithstanding the preceding sentence, acknowledging all purchasers and grantees of any property or delivering any such instrument, the Trustee shall rights purporting to be furnished with an Officers’ Certificate and an Opinion of Counsel (on which the Trustee released herefrom shall be entitled to conclusively and exclusively rely) each stating that such rely upon any release is authorized and permitted executed by the terms 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. Neither the Trustee nor the Collateral Agent shall be liable for any release undertaken in reliance upon any Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any Collateral Document or in the Intercreditor Agreement to the contrary, the Trustee and the Security Documents Collateral Agent shall not be under any obligation to release any such Lien and that all conditions precedent with respect to security interest, or execute and deliver any such release have been complied withinstrument of release, satisfaction or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.