Common use of Form and Sufficiency of Release Clause in Contracts

Form and Sufficiency of Release. In the event that the Issuers 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 10.05 or 10.06 may be sold, exchanged or otherwise disposed of by the Issuers or any Guarantor, and the Issuers or such Guarantor requests 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 and the Collateral Documents, upon being satisfied that the Issuers or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 or 10.06 (which, in the case of Section 10.06, shall include receipt of (i) an Officers' Certificate by the 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 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Issuers or such 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 Issuers or such Guarantor in conformity with a designated subsection of Section 10.06 and that the execution and form of such written disclaimer, release or quit-claim is appropriate under this Section 10.07), the Trustee shall instruct the Collateral Agent to execute, acknowledge and deliver to the Issuers or such Guarantor such an instrument in the form provided by the Issuers or such Guarantor, and 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 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 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 Issuers 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 10.05 or 10.06 may be sold, exchanged or otherwise disposed of by the Issuers or any Guarantor, and the Issuers or such Guarantor requests 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 and the Collateral Documents, upon being satisfied that the Issuers or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 or 10.06 (which, in the case of Section 10.06, shall include receipt of (i) an Officers' Certificate by the 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 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Issuers or such 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 Issuers or such Guarantor in conformity with a designated subsection of Section 10.06 and that the execution and form of such written disclaimer, release or quit-claim is appropriate under this Section 10.07), the Trustee shall instruct the Collateral Agent to execute, acknowledge and deliver to the Issuers or such Guarantor such an instrument in the form provided by the Issuers or such Guarantor, and 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 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 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 Issuers 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 Colla t-eral that under the provisions of Section 10.05 or 10.06 may be sold, exchanged or otherwise disposed of by the Issuers Company or any Subsidiary Guarantor, and the Issuers Company or such Subsidiary Guarantor requests 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 Subsidiary Guarantee and the Collateral Documents, upon being satisfied that the Issuers Company or such Subsidiary Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 or 10.06 (which, in the case of Section 10.06, shall include receipt of (i) an Officers' Certificate by the Issuers 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 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Issuers Company or such 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 Issuers Company or such Subsidiary Guarantor in conformity with a designated subsection of Section 10.06 and that the execution and form of such written disclaimer, release or quit-claim is appropriate under this Section 10.07), the Trustee shall instruct the Collateral Agent to execute, acknowledge and deliver to the Issuers Company or such Subsidiary Guarantor such an instrument in the form provided by the Issuers or such GuarantorCompany, and 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 Issuers 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 Collateral Agent Trustee hereunder at the instruction of the Trustee 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 Issuers either 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 10.05 or 10.06 this Indenture may be sold, exchanged or otherwise disposed of by the Issuers Issuer or any Guarantor, or in the event that any Security Document calls for any release of any Collateral (including, without limitation, any automatic release) and the Issuers Issuer or such Guarantor requests the Trustee to instruct the Collateral Agent to release any Collateral or furnish a written disclaimer, release or quitclaim of any interest in such property in respect of the Obligations under this Indenture, the applicable Note Guarantee and the Collateral Security Documents, upon being satisfied that the Issuers or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 or 10.06 (which, in the case of Section 10.06, shall include receipt of (i) an Officers' ’ Certificate by and Opinion of Counsel to the 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 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 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Issuers or such Guarantor without any release or consent of the Trustee or the Collateral Agent may conclusively and (iiexclusively rely) 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 Issuers or such Guarantor in conformity with a designated subsection of Section 10.06 and that the execution and form of such written disclaimer, release or quit-claim is appropriate under this Section 10.07), the Trustee shall instruct the Collateral Agent to shall release and deliver such released Collateral and execute, acknowledge and deliver to the Issuers Issuer or such Guarantor such an instrument in the form provided by the Issuers or such GuarantorIssuer, and 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 Issuers 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 Collateral Agent hereunder at the instruction of the Trustee 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 Issuers 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 under the provisions of Section 10.05 10.07 or 10.06 10.08 may be sold, exchanged or otherwise disposed of by the Issuers Issuer or any Guarantor, and the Issuers Issuer or such Guarantor requests 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 of the Notes and the Collateral Documents, upon being satisfied that the Issuers Issuer or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 10.07 or 10.06 10.08 (which, in the case of Section 10.06, shall which may include receipt of (i) an Officers' Certificate by the 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 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Issuers or such 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 the request 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 Issuers or such Guarantor in conformity with a designated subsection of Section 10.06 and that the execution and form of such written disclaimer, release or quit-claim is appropriate under this Section 10.07Trustee), the Trustee shall instruct the Collateral Agent to execute, acknowledge and deliver to the Issuers Issuer or such Subsidiary Guarantor such an instrument in the form provided by the Issuers or such GuarantorIssuer and reasonably satisfactory to the Trustee, and 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 Issuers Issuer or such Subsidiary Guarantor may reasonably request and as 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 at the instruction of the Trustee 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 Issuers 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 10.05 or 10.06 this Indenture may be sold, exchanged or otherwise disposed of by the Issuers Issuer or any Guarantor, and the Issuers Issuer or such Guarantor requests 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 and the Collateral Security Documents, upon being satisfied that the Issuers or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 or 10.06 (which, in the case of Section 10.06, shall include receipt of (i) an Officers' ’ Certificate by the 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 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Issuers or such Guarantor without any release or consent of the Trustee or the Collateral Agent and (ii) 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 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 Issuers or such Guarantor in conformity with a designated subsection of Section 10.06 exclusively and that the execution and form of such written disclaimer, release or quit-claim is appropriate under this Section 10.07conclusively rely), the Trustee shall instruct the Collateral Agent to execute, acknowledge and deliver to the Issuers Issuer or such Guarantor (or instruct the Collateral Agent to do the same) such an instrument in the form provided by the Issuers or such GuarantorIssuer, and 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 Issuers 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 Officer’s 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 at terms hereof and the instruction of the Trustee as sufficient for 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 either the Issuers 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 10.05 or 10.06 this Indenture may be sold, exchanged or otherwise disposed of by the Issuers Issuer or any Guarantor, and the Issuers Issuer or such Guarantor requests 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 and the Collateral Security Documents, upon being satisfied that the Issuers or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 or 10.06 (which, in the case of Section 10.06, shall include receipt of (i) an Officers' ’ Certificate by the 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 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Issuers or such Guarantor without any release or consent of the Trustee or the Collateral Agent and (ii) 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 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 Issuers or such Guarantor in conformity with a designated subsection of Section 10.06 exclusively and that the execution and form of such written disclaimer, release or quit-claim is appropriate under this Section 10.07conclusively rely), the Trustee shall instruct the Collateral Agent to execute, acknowledge and deliver to the Issuers Issuer or such Guarantor (or instruct the Collateral Agent to do the same) such an instrument in the form provided by the Issuers or such GuarantorIssuer, and 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 Issuers 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 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 hereunder at within 30 calendar days following the instruction 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 Trustee first such Officers’ Certificate) as sufficient for the purpose of described in Section 10.3(a)(ii), were not prohibited by 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 DocumentsIndenture.

Form and Sufficiency of Release. In the event that the Issuers 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 10.05 11.05 or 10.06 11.06 may be sold, exchanged or otherwise disposed of by the Issuers Company or any Subsidiary Guarantor, and the Issuers Company or such Subsidiary Guarantor requests the Trustee to instruct the Collateral Agent to furnish a written disclaimer, release or quitclaim of any interest in such property in respect of Property under the Obligations under this Indenture, the applicable Guarantee and the Collateral Security Documents, upon being satisfied that compliance by the Issuers Company or such Subsidiary Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 11.05 or 10.06 11.06 (which, in the case of Section 10.0611.06, shall include receipt of (i) an Officers' Certificate by of the Issuers 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 10.06 11.06 may be sold, exchanged or otherwise disposed of or dealt with by the Issuers Company or such Subsidiary Guarantor without any release or consent of the Trustee or the Collateral Agent and (ii) an Opinion of Counsel (which may rely may, as to factual matters matters, rely upon a certificate of an officer of the Issuers or a Guarantor, as applicablesuch Officer's Certificate) stating that the sale, exchange or other disposition made or proposed to be made was duly taken by the Issuers Company or such Subsidiary Guarantor in conformity with a designated subsection of Section 10.06 11.06 and that the execution and form of such written disclaimer, release or quit-claim is appropriate under this Section 10.0711.07), the Trustee shall instruct the Collateral Agent to shall execute, acknowledge and deliver to the Issuers Company or such Subsidiary Guarantor such an instrument in the form provided by the Issuers or such GuarantorCompany, and 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 Issuers 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 Collateral Agent hereunder at the instruction of the Trustee 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 either the Issuers 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 10.05 or 10.06 this Indenture may be sold, exchanged or otherwise disposed of by the Issuers Company or any Guarantor, and the Issuers Company or such Guarantor requests the Trustee to instruct the Collateral Agent Trustees 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 and the Collateral Security Documents, upon being satisfied that the Issuers or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 or 10.06 (which, in the case of Section 10.06, shall include receipt of (i) an Officers' ’ Certificate by the 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 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Issuers or such Guarantor without any release or consent of the Trustee or the Collateral Agent and (ii) an Opinion of Counsel to the effect that such release complies with Section 12.03 and specifying the provision in Section 12.03 pursuant to which such release is being made (upon which the Trustees 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 Issuers or such Guarantor in conformity with a designated subsection of Section 10.06 exclusively and that the execution and form of such written disclaimer, release or quit-claim is appropriate under this Section 10.07conclusively rely), the Trustee Trustees shall instruct the Collateral Agent to execute, acknowledge and deliver to the Issuers Company or such Guarantor (or instruct the Collateral Agents to do the same) such an instrument in the form provided by the Issuers or such GuarantorCompany, and 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 Issuers Company 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 Trustees shall be furnished with an Officers’ Certificate and grantees an Opinion of any property or rights purporting to be released Counsel (on which the Trustees shall be entitled to rely upon any conclusively and exclusively rely) each stating that such release executed 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 Agent hereunder at Agents within 30 calendar days following the instruction 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 Trustee first such Officers’ Certificate) as sufficient for the purpose of described in Section 12.03, were not prohibited by 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 DocumentsIndenture.

Form and Sufficiency of Release. In the event that either the Issuers 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 that, under the provisions terms of Section 10.05 or 10.06 this Indenture may be sold, exchanged or otherwise disposed of by the Issuers Stage I Issuer or any Guarantor, and the Issuers Stage I Issuer or such Guarantor requests the Stage I 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 and the Collateral Security Documents, upon being satisfied that the Issuers or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 or 10.06 (which, in the case of Section 10.06, shall include receipt of (i) an Officers' ’ Certificate by the 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 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Issuers or such Guarantor without any release or consent of the Trustee or the Collateral Agent and (ii) 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 Stage I Trustee 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 Issuers or such Guarantor in conformity with a designated subsection of Section 10.06 exclusively and that the execution and form of such written disclaimer, release or quit-claim is appropriate under this Section 10.07conclusively rely), the Stage I Trustee shall instruct the Collateral Agent to execute, acknowledge and deliver to the Issuers 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 Issuers or such GuarantorStage I Issuer, and 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 Issuers 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 Collateral Agent hereunder at terms hereof and the instruction of the Trustee as sufficient for 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 Issuers 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 10.05 or 10.06 may be sold, exchanged or otherwise disposed of by the Issuers Company or any Guarantorsuch Guarantor in accordance with Section 4.12, and the Issuers Company or such Guarantor requests the Trustee to instruct in writing the Collateral Agent to furnish a written disclaimer, release or quitclaim quit-claim of any interest in such property in respect of the Obligations under this Indenture, the applicable Guarantee Intercreditor Agreement and the Collateral Documents, upon being satisfied that the Issuers or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 or 10.06 (which, in the case of Section 10.06, shall include receipt of (i) an Officers' Certificate by the 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 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Issuers or such 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 Issuers or such Guarantor in conformity with a designated subsection of Section 10.06 and that the execution and form of such written disclaimer, release or quit-claim is appropriate under this Section 10.07), the Trustee shall instruct the Collateral Agent to execute, acknowledge and deliver to the Issuers Company or such Guarantor (in proper form prepared by the Company or such Guarantor) such an instrument in the form provided by the Issuers or such Guarantor, and 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 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 herefrom shall be entitled to rely upon any release executed by the Collateral Agent hereunder at the instruction of the Trustee 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 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 Issuers Company or any Guarantor 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 10.05 10.6 or 10.06 10.7 hereof may be sold, exchanged or otherwise disposed of by the Issuers Company or any GuarantorTransferee Restricted Subsidiary, and the Issuers or such Guarantor Company 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 Guarantee, if any, and the Collateral Security Documents, upon being satisfied that the Issuers Company or such Guarantor Transferee Restricted Subsidiary is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 10.6 or 10.06 10.7 hereof (which, in the case of Section 10.0610.7(a) hereof, shall include receipt of (i) an Officers' Certificate by the Issuers or such Guarantor 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 10.06 10.7(a) hereof may be sold, exchanged or otherwise disposed of or dealt with by the Issuers Company or such Guarantor Transferee Restricted Subsidiary 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 Issuers Company or such Guarantor Transferee Restricted Subsidiary in conformity with a designated subsection of Section 10.06 10.7(a) -88- hereof and that the execution and form of such written disclaimer, release or quit-claim quitclaim is appropriate under this Section 10.0710.8), the Trustee shall instruct the Collateral Agent to promptly execute, acknowledge and deliver to the Issuers or such Guarantor Company such an instrument in the form provided by the Issuers or such GuarantorCompany, and providing for release without recourserecourse 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 Issuers or such Guarantor 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 Collateral Agent Trustee hereunder at the instruction of the Trustee 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 Issuers 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 that, under the provisions terms of Section 10.05 or 10.06 this Indenture, may be sold, exchanged or otherwise disposed of by the Issuers Company or any Domestic Guarantor, and the Issuers Company or such Domestic Guarantor requests 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 Note Guarantee and the Collateral Security Documents, upon being satisfied that the Issuers or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 or 10.06 (which, in the case of Section 10.06, shall include receipt of (i) an Officers' ’ Certificate by the 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 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Issuers or such Guarantor without any release or consent of the Trustee or the Collateral Agent and (ii) an Opinion of Counsel to the effect that such release complies with Section 12.03 and specifying the provision in Section 12.03 pursuant to which such release is being made (upon which the Trustee 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 Issuers or such Guarantor in conformity with a designated subsection of Section 10.06 exclusively and that the execution and form of such written disclaimer, release or quit-claim is appropriate under this Section 10.07conclusively rely), the Trustee shall instruct the Collateral Agent to execute, acknowledge and deliver to the Issuers Company or such Domestic Guarantor (or instruct the Collateral Agent to do the same) such an instrument in the form provided by the Issuers or such GuarantorCompany, and 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 Issuers Company or such Domestic 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 Collateral Agent hereunder at terms hereof and the instruction of the Trustee as sufficient for 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 Issuers 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 (to a Person that is not the Issuer or a Guarantor) that, under the provisions terms of Section 10.05 or 10.06 this Indenture may be sold, exchanged or otherwise disposed of by the Issuers Issuer or any GuarantorGuarantor (or the Issuer or any Guarantor proposes to release any filing or registration pursuant to Section 10.03(a)), and the Issuers Issuer or such Guarantor requests the Trustee to instruct or the Notes 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 and the Collateral DocumentsSecurity Documents (or release of such filing or registration), upon being satisfied that the Issuers or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 or 10.06 (which, in the case of Section 10.06, shall include receipt of (i) an Officers' ’ Certificate by the 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 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Issuers or such Guarantor without any release or consent of the Trustee or the Collateral Agent and (ii) 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 Notes Collateral Agent 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 Issuers or such Guarantor in conformity with a designated subsection of Section 10.06 exclusively and that the execution and form of such written disclaimer, release or quit-claim is appropriate under this Section 10.07conclusively rely), the Trustee shall instruct shall, at the Collateral Agent to sole expense of the Issuer, execute, acknowledge and deliver to the Issuers Issuer or such Guarantor (or instruct the Notes Collateral Agent to do the same) such an instrument in the form provided by the Issuers or such GuarantorIssuer, and providing for release without recourse, promptly after satisfaction of recourse to or 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 Issuers 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 Collateral Agent hereunder at terms hereof, the instruction of Security Documents and the Trustee as sufficient for Intercreditor Agreement and that all conditions precedent with respect to such release under the purpose of this Indenture terms hereof and as constituting a good under the Security Documents and valid release of the property therein described from the Lien of this Indenture and of the Collateral DocumentsIntercreditor Agreement have been complied with.

Form and Sufficiency of Release. In the event that the Issuers either 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 10.05 or 10.06 this Indenture may be sold, exchanged or otherwise disposed of by the Issuers either Issuer or any Guarantor, and the Issuers such Issuer or such Guarantor requests 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 and the Collateral Security Documents, upon being satisfied that receipt of an Officers’ Certificate and Opinion of Counsel (the Issuers or such Guarantor 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 10.05 or 10.06 (which, in the case of Section 10.06Senior 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 Issuers, unless the Issuers or such Guarantor reciting elect otherwise) to the sale, exchange or other disposition made or proposed 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 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Issuers or such Guarantor without any release or consent of the Trustee or the Collateral Agent may exclusively 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 Issuers or such Guarantor in conformity with a designated subsection of Section 10.06 and that the execution and form of such written disclaimer, release or quit-claim is appropriate under this Section 10.07conclusively rely), the Trustee shall instruct the Collateral Agent to execute, acknowledge and deliver to the Issuers such Issuer or such Guarantor (or instruct the Collateral Agent to do the same) such an instrument in the form provided by the Issuers or such GuarantorIssuers, and 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 Issuers 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 Collateral Agent hereunder at the instruction of the Trustee 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 Collateral Documentshave been complied with.

Form and Sufficiency of Release. In the event that the Issuers 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 10.05 or 10.06 this Indenture may be sold, exchanged or otherwise disposed of by the Issuers Issuer or any Guarantor, and the Issuers Issuer or such Guarantor requests the Trustee to instruct or 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 and the Collateral Security Documents, upon being satisfied that the Issuers or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 or 10.06 (which, in the case of Section 10.06, shall include receipt of (i) an Officers' ’ Certificate by the 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 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Issuers or such Guarantor without any release or consent of the Trustee or the Collateral Agent and (ii) 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 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 Issuers or such Guarantor in conformity with a designated subsection of Section 10.06 exclusively and that the execution and form of such written disclaimer, release or quit-claim is appropriate under this Section 10.07conclusively rely), the Trustee shall instruct shall, at the Collateral Agent to sole expense of the Issuer, execute, acknowledge and deliver to the Issuers Issuer or such Guarantor (or instruct the Collateral Agent to do the same) such an instrument in the form provided by the Issuers or such GuarantorIssuer, and providing for release without recourse, promptly after satisfaction of recourse to or 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 Issuers 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 Collateral Agent hereunder at terms hereof, the instruction of Security Documents and the Trustee as sufficient for Intercreditor Agreement and that all conditions precedent with respect to such release under the purpose of this Indenture terms hereof and as constituting a good under the Security Documents and valid release of the property therein described from the Lien of this Indenture and of the Collateral DocumentsIntercreditor Agreement have been complied with.

Form and Sufficiency of Release. In the event that either the Issuers 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 10.05 or 10.06 this Indenture may be sold, exchanged or otherwise disposed of by the Issuers Issuer or any Guarantor, and the Issuers Issuer or such Guarantor requests 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 and the Collateral Security Documents, upon being satisfied that the Issuers or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 or 10.06 (which, in the case of Section 10.06, shall include receipt of (i) an Officers' ’ Certificate by and Opinion of Counsel to the 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 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 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Issuers or such Guarantor without any release or consent of the Trustee or the Collateral Agent may exclusively 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 Issuers or such Guarantor in conformity with a designated subsection of Section 10.06 and that the execution and form of such written disclaimer, release or quit-claim is appropriate under this Section 10.07conclusively rely), the Trustee shall instruct the Collateral Agent to shall execute, acknowledge and deliver to the Issuers Issuer or such Guarantor such an instrument in form and substance reasonably acceptable to the form provided by the Issuers or such GuarantorTrustee, and providing for release without recourserepresentation, promptly after satisfaction of the conditions set forth herein for delivery of any such release 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 Issuers 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 Collateral Agent shall be furnished with an Officers’ Certificate and grantees an Opinion of any property or rights purporting to be released Counsel (on which 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 at terms hereof and the instruction of the Trustee as sufficient for 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 either the Issuers 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 10.05 or 10.06 the Note Purchase Documents, may be sold, exchanged or otherwise disposed of by the Issuers Company or any GuarantorGuarantor 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 Issuers Company or such Guarantor requests 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 IndentureNote Purchase Agreement, the applicable Note Guarantee and the Collateral Security Documents, upon being satisfied that the Issuers or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 or 10.06 (which, in the case of Section 10.06, shall include receipt of (i) an Officers' ’ Certificate by the 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 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Issuers or such Guarantor without any release or consent of the Trustee or the Collateral Agent and (ii) 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 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 Issuers or such Guarantor in conformity with a designated subsection of Section 10.06 exclusively and that the execution and form of such written disclaimer, release or quit-claim is appropriate under this Section 10.07conclusively rely), the Trustee shall instruct the Collateral Agent to execute, acknowledge and deliver to the Issuers Company or such Guarantor (or instruct the Collateral Agent to do the same) such an instrument in the form provided by the Issuers or such GuarantorCompany, and 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 Issuers 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 Collateral Agent hereunder at terms hereof and the instruction Security Documents 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 Trustee as sufficient for Company to 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 DocumentsNoteholders.

Form and Sufficiency of Release. In the event that the Issuers 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 10.05 or 10.06 may be sold, exchanged or otherwise disposed of by the Issuers Company or any Guarantor, and the Issuers Company or such Guarantor requests 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 and the Collateral Documents, upon being satisfied that the Issuers Company or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 or 10.06 (which, in the case of Section 10.06, shall include receipt of (i) an Officers' Certificate by the Issuers 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 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Issuers Company or such Guarantor without any release or consent of the Trustee or the Collateral Agent and (ii) an Opinion of Counsel (which may rely may, as to factual matters matters, rely upon a certificate of an officer of the Issuers or a Guarantor, as applicablesuch Officer's Certificate) stating that the sale, exchange or other disposition made or proposed to be made was duly taken by the Issuers Company or such Guarantor in conformity with a designated subsection of Section 10.06 and that the execution and form of such written disclaimer, release or quit-claim is appropriate under this Section 10.07), the Trustee shall instruct the Collateral Agent to execute, acknowledge and deliver to the Issuers Company or such Guarantor such an instrument in the form provided by the Issuers or such GuarantorCompany, and 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 Issuers 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 Collateral Agent Trustee hereunder at the instruction of the Trustee 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.