Common use of Form and Sufficiency of Release Clause in Contracts

Form and Sufficiency of Release. In the event that the Company or any Transferee Restricted Subsidiary 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 10.6 or 10.7 hereof may be sold, exchanged or otherwise disposed of by the Company or any Transferee Restricted Subsidiary, and the Company requests in writing that the Trustee furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee, if any, and the Security Documents, upon being satisfied that the Company or such Transferee Restricted Subsidiary is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.6 or 10.7 hereof (which, in the case of Section 10.7(a) hereof, shall include receipt of (i) an Officers' Certificate by the Company reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property is property which by the provisions of Section 10.7(a) hereof may be sold, exchanged or otherwise disposed of or dealt with by the Company or such Transferee Restricted Subsidiary without any release or consent of the Trustee and (ii) an Opinion of Counsel stating that the sale, exchange or other disposition made or proposed to be made was duly taken by the Company or such Transferee Restricted Subsidiary in conformity with a designated subsection of Section 10.7(a) -88- hereof and that the execution and form of such written disclaimer, release or quitclaim is appropriate under this Section 10.8), the Trustee shall promptly execute, acknowledge and deliver to the Company such an instrument in the form provided by the Company, and providing for release without recourse or warranty, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Company may reasonably request and 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 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 Security Documents.

Form and Sufficiency of Release. In the event that the Company Issuers or any Transferee Restricted 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 10.6 10.05 or 10.7 hereof 10.06 may be sold, exchanged or otherwise disposed of by the Company Issuers or any Transferee Restricted SubsidiaryGuarantor, and the Company Issuers or such Guarantor requests in writing that the Trustee to instruct the Collateral Agent to furnish a written disclaimer, release or quitclaim of any interest in such property in respect of the Obligations under this Indenture, the applicable Guarantee, if any, Guarantee and the Security Collateral Documents, upon being satisfied that the Company Issuers or such Transferee Restricted Subsidiary Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.6 10.05 or 10.7 hereof 10.06 (which, in the case of Section 10.7(a) hereof10.06, shall include receipt of (i) an Officers' Certificate by the Company Issuers or such Guarantor reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property is property which by the provisions of Section 10.7(a) hereof 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Company Issuers or such Transferee Restricted Subsidiary Guarantor without any release or consent of the Trustee or the Collateral Agent and (ii) an Opinion of Counsel (which may rely as to factual matters upon a certificate of an officer of the Issuers or a Guarantor, as applicable) stating that the sale, exchange or other disposition made or proposed to be made was duly taken by the Company Issuers or such Transferee Restricted Subsidiary Guarantor in conformity with a designated subsection of Section 10.7(a) -88- hereof 10.06 and that the execution and form of such written disclaimer, release or quitclaim quit-claim is appropriate under this Section 10.810.07), the Trustee shall promptly instruct the Collateral Agent to execute, acknowledge and deliver to the Company Issuers or such Guarantor such an instrument in the form provided by the CompanyIssuers or such Guarantor, and providing for release without recourse or warrantyrecourse, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Company Issuers or such Guarantor may reasonably request and 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 at the instruction of the 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 Security Collateral Documents.

Form and Sufficiency of Release. In the event that the Company Issuer or any Transferee Restricted 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 provisions terms of Section 10.6 or 10.7 hereof this Indenture may be sold, exchanged or otherwise disposed of by the Company Issuer or any Transferee Restricted SubsidiaryGuarantor, and the Company Issuer or such Guarantor requests in writing that 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, if any, Guarantee and the Security Documents, upon being satisfied that the Company or such Transferee Restricted Subsidiary is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.6 or 10.7 hereof (which, in the case of Section 10.7(a) hereof, shall include receipt of (i) an Officers' ’ Certificate by the Company reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property is property which by the provisions of Section 10.7(a) hereof may be sold, exchanged or otherwise disposed of or dealt with by the Company or such Transferee Restricted Subsidiary without any release or consent of the Trustee and (ii) an Opinion of Counsel stating to the effect that such release complies with Section 10.3 and specifying the sale, exchange or other disposition provision in Section 10.3 pursuant to which such release is being made or proposed to be made was duly taken by (upon which the Company or such Transferee Restricted Subsidiary in conformity with a designated subsection of Section 10.7(a) -88- hereof Trustee and that the execution Collateral Agent may exclusively and form of such written disclaimer, release or quitclaim is appropriate under this Section 10.8conclusively rely), the Trustee shall promptly shall, at the sole expense of the Issuer, 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 CompanyIssuer, and providing for release without recourse to or warranty, promptly after satisfaction of warranty by the conditions set forth herein for delivery of any such release Trustee or the Collateral Agent and shall take such other action as the Company Issuer or such Guarantor may reasonably request and as necessary to effect such release. Notwithstanding Before executing, acknowledging or delivering any such instrument, the preceding sentence, all purchasers and grantees of any property or rights purporting to Trustee shall be released furnished with an Officers’ Certificate (on which the Trustee shall be entitled to rely upon any conclusively and exclusively rely) stating that such release executed is authorized and permitted by the 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 terms hereof, the Security DocumentsDocuments 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 Company Issuer or any Transferee Restricted 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 provisions terms of Section 10.6 or 10.7 hereof this Indenture may be sold, exchanged or otherwise disposed of by the Company Issuer or any Transferee Restricted SubsidiaryGuarantor, and the Company Issuer or such Guarantor requests in writing that the Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee, if any, Guarantee and the Security Documents, upon being satisfied that the Company or such Transferee Restricted Subsidiary is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.6 or 10.7 hereof (which, in the case of Section 10.7(a) hereof, shall include receipt of (i) an Officers' ’ Certificate by the Company reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property is property which by the provisions of Section 10.7(a) hereof may be sold, exchanged or otherwise disposed of or dealt with by the Company or such Transferee Restricted Subsidiary without any release or consent of the Trustee and (ii) an Opinion of Counsel stating to the effect that such release complies with Section 10.3 and specifying the sale, exchange or other disposition provision in Section 10.3 pursuant to which such release is being made or proposed to be made was duly taken by (upon which the Company or such Transferee Restricted Subsidiary in conformity with a designated subsection of Section 10.7(a) -88- hereof Trustee may exclusively and that the execution and form of such written disclaimer, release or quitclaim is appropriate under this Section 10.8conclusively rely), the Trustee shall promptly 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 CompanyIssuer, and providing for release without recourse or warranty, 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 and 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 Trustee hereunder as sufficient for terms hereof and the purpose 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 this Indenture each six-month period beginning on each interest payment date, to the effect that all such releases and as constituting a good and valid release withdrawals during the preceding six-month period (or since the Issue Date, in the case of the property therein first such Officers’ Certificate) as described from the Lien of in Section 10.3(a)(ii), were not prohibited by this Indenture and of the Security DocumentsIndenture.

Form and Sufficiency of Release. In the event that the Company or any Transferee Restricted 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 10.6 11.05 or 10.7 hereof 11.06 may be sold, exchanged or otherwise disposed of by the Company or any Transferee Restricted SubsidiarySubsidiary Guarantor, and the Company or such Subsidiary Guarantor requests in writing that the Trustee Collateral Agent to furnish a written disclaimer, release or quitclaim of any interest in such property Property under this Indenture, the applicable Guarantee, if any, and the Security Documents, upon being satisfied that compliance by the Company or such Transferee Restricted Subsidiary is selling, exchanging or otherwise disposing of the Collateral in accordance Guarantor with the provisions of Section 10.6 11.05 or 10.7 hereof 11.06 (which, in the case of Section 10.7(a) hereof11.06, shall include receipt of (i) an Officers' Certificate by of the Company or such Subsidiary Guarantor reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property Property is property Property which by the provisions of Section 10.7(a) hereof 11.06 may be sold, exchanged or otherwise disposed of or dealt with by the Company or such Transferee Restricted Subsidiary Guarantor without any release or consent of the Trustee Collateral Agent and (ii) an Opinion of Counsel (which may, as to factual matters, rely upon such Officer's Certificate) stating that the sale, exchange or other disposition made or proposed to be made was duly taken by the Company or such Transferee Restricted Subsidiary Guarantor in conformity with a designated subsection of Section 10.7(a) -88- hereof 11.06 and that the execution and form of such written disclaimer, release or quitclaim quit-claim is appropriate under this Section 10.811.07), the Trustee Collateral Agent shall promptly execute, acknowledge and deliver to the Company or such Subsidiary Guarantor such an instrument in the form provided by the Company, and providing for release without recourse or warrantyrecourse, 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 in writing and 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 Trustee 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 Security Documents.

Form and Sufficiency of Release. In the event that the Company or any Transferee Restricted 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 10.6 or 10.7 hereof may be sold, exchanged or otherwise disposed of by the Company or any Transferee Restricted Subsidiarysuch Guarantor in accordance with Section 4.12, and the Company or such Guarantor requests in writing that 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, if any, Intercreditor Agreement and the Security Collateral Documents, upon being satisfied that the Company or such Transferee Restricted Subsidiary is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.6 or 10.7 hereof (which, in the case of Section 10.7(a) hereof, Agent shall include receipt of (i) an Officers' Certificate by the Company reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property is property which by the provisions of Section 10.7(a) hereof may be sold, exchanged or otherwise disposed of or dealt with by the Company or such Transferee Restricted Subsidiary without any release or consent of the Trustee and (ii) an Opinion of Counsel stating that the sale, exchange or other disposition made or proposed to be made was duly taken by the Company or such Transferee Restricted Subsidiary in conformity with a designated subsection of Section 10.7(a) -88- hereof and that the execution and form of such written disclaimer, release or quitclaim is appropriate under this Section 10.8), the Trustee shall promptly execute, acknowledge and deliver to the Company or such Guarantor (in proper form prepared by the Company or such Guarantor) such an instrument in the form provided by the Company, and providing for release without recourse or warranty, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Company may reasonably request and as 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 Trustee 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 Security 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 Collateral Agent shall not be under any obligation to release any such Lien and security interest, or execute and deliver any such instrument of release, satisfaction or termination, unless and until it receives such Officer’s Certificate and Opinion of Counsel.

Form and Sufficiency of Release. In the event that the Company either Issuer or any Transferee Restricted 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 provisions terms of Section 10.6 or 10.7 hereof this Indenture may be sold, exchanged or otherwise disposed of by the Company either Issuer or any Transferee Restricted SubsidiaryGuarantor, and the Company such Issuer or such Guarantor requests in writing that the Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee, if any, Guarantee and the Security Documents, upon being satisfied that receipt of an Officers’ Certificate and Opinion of Counsel (the Company or such Transferee Restricted Subsidiary is sellinglatter of which, exchanging or otherwise disposing to the extent consistent with applicable provisions of the Collateral TIA and otherwise in accordance with the provisions of Section 10.6 or 10.7 hereof (which, in the case of Section 10.7(a) hereofSenior Secured Note Documents, shall include receipt only be required if the Fair Market Value of (i) an Officers' Certificate the property that is subject to the Lien to be released exceeds $25. million and shall be deliverable by the Company reciting Issuers, unless the sale, exchange or other disposition made or proposed Issuers elect otherwise) to be made and describing in reasonable detail the property affected thereby, and stating effect that such property release complies with Section 10.3 and specifying the provision in Section 10.3 pursuant to which such release is property being made (upon which by the provisions of Section 10.7(a) hereof may be sold, exchanged or otherwise disposed of or dealt with by the Company or such Transferee Restricted Subsidiary without any release or consent of the Trustee may exclusively and (ii) an Opinion of Counsel stating that the sale, exchange or other disposition made or proposed to be made was duly taken by the Company or such Transferee Restricted Subsidiary in conformity with a designated subsection of Section 10.7(a) -88- hereof and that the execution and form of such written disclaimer, release or quitclaim is appropriate under this Section 10.8conclusively rely), the Trustee shall promptly execute, acknowledge and deliver to such Issuer or such Guarantor (or instruct the Company Collateral Agent to do the same) such an instrument in the form provided by the CompanyIssuers, and providing for release without recourse or warranty, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Company such Issuer or such Guarantor may reasonably request and 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), as applicable, each stating subject to customary exceptions, that such release executed is authorized and permitted by the Trustee hereunder as sufficient for the purpose of this Indenture terms hereof 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 Security Documentshave been complied with.

Form and Sufficiency of Release. In the event that the Company either Issuer or any Transferee Restricted 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 provisions terms of Section 10.6 or 10.7 hereof this Indenture may be sold, exchanged or otherwise disposed of by the Company Issuer or any Transferee Restricted SubsidiaryGuarantor, or in the event that any Security Document calls for any release of any Collateral (including, without limitation, any automatic release) and the Company Issuer or such Guarantor requests in writing that the Trustee Collateral Agent to release any Collateral or furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee, if any, Note Guarantee and the Security Documents, upon being satisfied that the Company or such Transferee Restricted Subsidiary is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.6 or 10.7 hereof (which, in the case of Section 10.7(a) hereof, shall include receipt of (i) an Officers' ’ Certificate by the Company reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property is property which by the provisions of Section 10.7(a) hereof may be sold, exchanged or otherwise disposed of or dealt with by the Company or such Transferee Restricted Subsidiary without any release or consent of the Trustee and (ii) an Opinion of Counsel stating to the effect that such release complies with Section 10.3 and specifying the sale, exchange or other disposition provision in Section 10.3 pursuant to which such release is being made or proposed to be made was duly taken by (upon which the Company or Collateral Agent may conclusively and exclusively rely) the Collateral Agent shall release and deliver such Transferee Restricted Subsidiary in conformity with a designated subsection of Section 10.7(a) -88- hereof released Collateral and that the execution and form of such written disclaimer, release or quitclaim is appropriate under this Section 10.8), the Trustee shall promptly execute, acknowledge and deliver to the Company Issuer or such Guarantor such an instrument in the form provided by the CompanyIssuer, and providing for release without recourse or warrantyrecourse, 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 and as necessary to effect such release. Before so releasing and delivering such Collateral or executing, acknowledging or delivering any such instrument, the Collateral Agent shall be furnished with an Officer’s Certificate and an Opinion of Counsel (on which 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. 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 Trustee 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 Security Documents.

Form and Sufficiency of Release. In the event that the Company Issuers or any Transferee Restricted 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 10.6 10.05 or 10.7 hereof 10.06 may be sold, exchanged or otherwise disposed of by the Company Issuers or any Transferee Restricted SubsidiaryGuarantor, and the Company Issuers or such Guarantor requests in writing that the Trustee to instruct the Collateral Agent to furnish a written disclaimer, release or quitclaim of any interest in such property in respect of Obligations under this Indenture, the applicable Guarantee, if any, Guarantee and the Security Collateral Documents, upon being satisfied that the Company Issuers or such Transferee Restricted Subsidiary Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.6 10.05 or 10.7 hereof 10.06 (which, in the case of Section 10.7(a) hereof10.06, shall include receipt of (i) an Officers' Certificate by the Company Issuers or such Guarantor reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property is property which by the provisions of Section 10.7(a) hereof 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Company Issuers or such Transferee Restricted Subsidiary Guarantor without any release or consent of the Trustee or the Collateral Agent and (ii) an Opinion of Counsel (which may rely as to factual matters upon a certificate of an officer of the Issuers or a Guarantor, as applicable) stating that the sale, exchange or other disposition made or proposed to be made was duly taken by the Company Issuers or such Transferee Restricted Subsidiary Guarantor in conformity with a designated subsection of Section 10.7(a) -88- hereof 10.06 and that the execution and form of such written disclaimer, release or quitclaim quit-claim is appropriate under this Section 10.810.07), the Trustee shall promptly instruct the Collateral Agent to execute, acknowledge and deliver to the Company Issuers or such Guarantor such an instrument in the form provided by the CompanyIssuers or such Guarantor, and providing for release without recourse or warrantyrecourse, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Company Issuers or such Guarantor may reasonably request and 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 at the instruction of the 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 Security Collateral Documents.

Form and Sufficiency of Release. In the event that either the Company or any Transferee Restricted 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 provisions terms of Section 10.6 or 10.7 hereof the Note Purchase Documents, may be sold, exchanged or otherwise disposed of by the Company or any Transferee Restricted SubsidiaryGuarantor and with respect to which all other Liens on that asset securing the ABL Obligations, any Senior Priority Obligations and any Junior Priority Obligations then secured by that asset have been released or are to be concurrently released, and the Company or such Guarantor requests in writing that the Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this IndentureNote Purchase Agreement, the applicable Guarantee, if any, Note Guarantee and the Security Documents, upon being satisfied that the Company or such Transferee Restricted Subsidiary is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.6 or 10.7 hereof (which, in the case of Section 10.7(a) hereof, shall include receipt of (i) an Officers' ’ Certificate by the Company reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property is property which by the provisions of Section 10.7(a) hereof may be sold, exchanged or otherwise disposed of or dealt with by the Company or such Transferee Restricted Subsidiary without any release or consent of the Trustee and (ii) an Opinion of Counsel stating to the effect that such release complies with Section 10.3 and specifying the sale, exchange or other disposition provision in Section 10.3 pursuant to which such release is being made or proposed to be made was duly taken by (upon which the Company or such Transferee Restricted Subsidiary in conformity with a designated subsection of Section 10.7(a) -88- hereof Trustee may exclusively and that the execution and form of such written disclaimer, release or quitclaim is appropriate under this Section 10.8conclusively rely), the Trustee shall promptly execute, acknowledge and deliver to the Company or such Guarantor (or instruct the Collateral Agent to do the same) such an instrument in the form provided by the Company, and providing for release without recourse or warranty, 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 as necessary to effect such releaserelease at the expense of the Company and the Guarantors. 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 Trustee hereunder as sufficient for the purpose of this Indenture terms hereof and as constituting a good and valid release of the property therein described from the Lien of this Indenture and of the Security DocumentsDocuments and that all conditions precedent with respect to such release have been complied with. All such requests, releases, Officers’ Certificates and Opinions of Counsel shall be further distributed by the Company to the Noteholders.

Form and Sufficiency of Release. In the event that the Company or any Transferee Restricted 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 10.6 10.05 or 10.7 hereof 10.06 may be sold, exchanged or otherwise disposed of by the Company or any Transferee Restricted SubsidiaryGuarantor, and the Company or such Guarantor requests in writing that the Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee, if any, Guarantee and the Security Collateral Documents, upon being satisfied that the Company or such Transferee Restricted Subsidiary Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.6 10.05 or 10.7 hereof 10.06 (which, in the case of Section 10.7(a) hereof10.06, shall include receipt of (i) an Officers' Certificate by the Company or such Guarantor reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property is property which by the provisions of Section 10.7(a) hereof 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Company or such Transferee Restricted Subsidiary Guarantor without any release or consent of the Trustee and (ii) an Opinion of Counsel (which may, as to factual matters, rely upon such Officer's Certificate) stating that the sale, exchange or other disposition made or proposed to be made was duly taken by the Company or such Transferee Restricted Subsidiary Guarantor in conformity with a designated subsection of Section 10.7(a) -88- hereof 10.06 and that the execution and form of such written disclaimer, release or quitclaim quit-claim is appropriate under this Section 10.810.07), the Trustee shall promptly execute, acknowledge and deliver to the Company or such Guarantor such an instrument in the form provided by the Company, and providing for release without recourse or warrantyrecourse, 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 in writing and 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 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 Security Collateral Documents.

Form and Sufficiency of Release. In the event that either the Company Stage I Issuer or any Transferee Restricted 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 provisions terms of Section 10.6 or 10.7 hereof this Indenture may be sold, exchanged or otherwise disposed of by the Company Stage I Issuer or any Transferee Restricted SubsidiaryGuarantor, and the Company Stage I Issuer or such Guarantor requests in writing that the Stage I Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee, if any, Guarantee and the Security Documents, upon being satisfied that the Company or such Transferee Restricted Subsidiary is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.6 or 10.7 hereof (which, in the case of Section 10.7(a) hereof, shall include receipt of (i) an Officers' ’ Certificate by the Company reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property is property which by the provisions of Section 10.7(a) hereof may be sold, exchanged or otherwise disposed of or dealt with by the Company or such Transferee Restricted Subsidiary without any release or consent of the Trustee and (ii) an Opinion of Counsel stating to the effect that such release complies with Section 10.3 and specifying the sale, exchange or other disposition provision in Section 10.3 pursuant to which such release is being made or proposed to be made was duly taken by (upon which the Company or such Transferee Restricted Subsidiary in conformity with a designated subsection of Section 10.7(a) -88- hereof Stage I Trustee may exclusively and that the execution and form of such written disclaimer, release or quitclaim is appropriate under this Section 10.8conclusively rely), the Stage I Trustee shall promptly execute, acknowledge and deliver to the Company 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 CompanyStage I Issuer, and providing for release without recourse or warranty, promptly after satisfaction of the conditions set forth herein for delivery of any such release (other than with respect to Liens attributable to it) and shall take such other action as the Company Stage I Issuer or such Guarantor may reasonably request and as necessary to effect such release. Notwithstanding Before executing, acknowledging or delivering any such instrument, the preceding sentence, all purchasers Stage I 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 Stage I Trustee shall be entitled to rely upon any conclusively and exclusively rely) each stating that such release executed is authorized and permitted by the Trustee hereunder as sufficient for the purpose of this Indenture terms hereof and as constituting a good and valid release of the property therein described from the Lien of this Indenture and of the Security DocumentsDocuments and that all conditions precedent with respect to such release have been complied with.

Form and Sufficiency of Release. In the event that the Company Issuer or any Transferee Restricted Subsidiary Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral (to a Person that is not the Issuer or a Guarantor) that, under the provisions terms of Section 10.6 or 10.7 hereof this Indenture may be sold, exchanged or otherwise disposed of by the Company Issuer or any Transferee Restricted SubsidiaryGuarantor (or the Issuer or any Guarantor proposes to release any filing or registration pursuant to Section 10.03(a)), and the Company Issuer or such Guarantor requests in writing that the Trustee or the Notes Collateral Agent to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee, if any, Guarantee and the Security DocumentsDocuments (or release of such filing or registration), upon being satisfied that the Company or such Transferee Restricted Subsidiary is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.6 or 10.7 hereof (which, in the case of Section 10.7(a) hereof, shall include receipt of (i) an Officers' ’ Certificate by the Company reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property is property which by the provisions of Section 10.7(a) hereof may be sold, exchanged or otherwise disposed of or dealt with by the Company or such Transferee Restricted Subsidiary without any release or consent of the Trustee and (ii) an Opinion of Counsel stating to the effect that such release complies with Section 10.3 and specifying the sale, exchange or other disposition provision in Section 10.3 pursuant to which such release is being made or proposed to be made was duly taken by (upon which the Company or such Transferee Restricted Subsidiary in conformity with a designated subsection of Section 10.7(a) -88- hereof Trustee and that the execution Notes Collateral Agent may exclusively and form of such written disclaimer, release or quitclaim is appropriate under this Section 10.8conclusively rely), the Trustee shall promptly shall, at the sole expense of the Issuer, execute, acknowledge and deliver to the Company Issuer or such Guarantor (or instruct the Notes Collateral Agent to do the same) such an instrument in the form provided by the CompanyIssuer, and providing for release without recourse to or warranty, promptly after satisfaction of warranty by the conditions set forth herein for delivery of any such release Trustee or the Notes Collateral Agent and shall take such other action as the Company Issuer or such Guarantor may reasonably request and as necessary to effect such release. Notwithstanding Before executing, acknowledging or delivering any such instrument, the preceding sentence, all purchasers and grantees of any property or rights purporting to Trustee shall be released furnished with an Officers’ Certificate (on which the Trustee shall be entitled to rely upon any conclusively and exclusively rely) stating that such release executed is authorized and permitted by the 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 terms hereof, the Security DocumentsDocuments 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 the Company or any Transferee Restricted Subsidiary Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral Colla t-eral that under the provisions of Section 10.6 10.05 or 10.7 hereof 10.06 may be sold, exchanged or otherwise disposed of by the Company or any Transferee Restricted SubsidiarySubsidiary Guarantor, and the Company or such Subsidiary Guarantor requests in writing that the Trustee to furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee, if any, Subsidiary Guarantee and the Security Collateral Documents, upon being satisfied that the Company or such Transferee Restricted Subsidiary Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.6 10.05 or 10.7 hereof 10.06 (which, in the case of Section 10.7(a) hereof10.06, shall include receipt of (i) an Officers' Certificate by the Company or such Subsidiary Guarantor reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the property affected thereby, and stating that such property is property which by the provisions of Section 10.7(a) hereof 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Company or such Transferee Restricted Subsidiary Guarantor without any release or consent of the Trustee and (ii) an Opinion of Counsel stating that the sale, exchange or other disposition made or proposed to be made was duly taken by the Company or such Transferee Restricted Subsidiary Guarantor in conformity with a designated subsection of Section 10.7(a) -88- hereof 10.06 and that the execution and form of such written disclaimer, release or quitclaim quit-claim is appropriate under this Section 10.810.07), the Trustee shall promptly execute, acknowledge and deliver to the Company or such Subsidiary Guarantor such an instrument in the form provided by the Company, and providing for release without recourse or warrantyrecourse, 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 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 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 Security Collateral Documents.