Common use of Form and Sufficiency of Release Clause in Contracts

Form and Sufficiency of Release. AND SUBORDINATION In the event that the Company or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that may be sold, exchanged or otherwise disposed of by the Company or such Guarantor to any Person other than the Company or a Guarantor, and the Company or such Guarantor requests, pursuant to an Officer’s Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Security Documents to the release of such Collateral have been met, that (a) the Trustee or Collateral Agent furnish a written disclaimer, release or quit-claim of any interest in such property under this Indenture and the Security Documents, or, (b) to the extent applicable to such Collateral, take all action that is necessary or reasonably requested by the Company in writing (in each case at the expense of the Company) to release and reconvey to the Company or such Guarantor, without recourse, such Collateral or deliver such Collateral in its possession to the Company or such Guarantor, the Trustee and the Collateral Agent, as applicable, shall execute, acknowledge (without any recourse, representation and warranty) and deliver to and/or authorize the filing by the Company or such Guarantor (in the form prepared by the Company at the Company’s sole expense) such an instrument (in form reasonably satisfactory to the Collateral Agent) promptly or take such other action so requested, including deliver to the Company or such Guarantor applicable Collateral in Collateral Agent’s possession after satisfaction of the conditions set forth herein for delivery of any such release.

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

Form and Sufficiency of Release. AND SUBORDINATION In the event that the Company Issuer or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral (to a Person that is not the Issuer or a Guarantor) that, under the terms of this Indenture may be sold, exchanged or otherwise disposed of by the Company Issuer or any Guarantor (or the Issuer or any Guarantor proposes to release any filing or registration pursuant to Section 10.03(a)), and the Issuer or such Guarantor to any Person other than the Company or a Guarantor, and the Company or such Guarantor requests, pursuant to an Officer’s Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Security Documents to the release of such Collateral have been met, that (a) requests the Trustee or the Notes Collateral Agent to furnish a written disclaimer, release or quit-claim quitclaim of any interest in such property under this Indenture Indenture, the applicable Guarantee and the Security DocumentsDocuments (or release of such filing or registration), or, (b) upon receipt of an Officers’ Certificate and an Opinion of Counsel to the extent applicable effect that such release complies with Section 10.3 and specifying the provision in Section 10.3 pursuant to which such Collateral, take all action that release is necessary or reasonably requested by the Company in writing being made (in each case at the expense of the Company) to release and reconvey to the Company or such Guarantor, without recourse, such Collateral or deliver such Collateral in its possession to the Company or such Guarantor, upon which the Trustee and the Notes Collateral AgentAgent may exclusively and conclusively rely), as applicablethe Trustee shall, shall at the sole expense of the Issuer, execute, acknowledge (without any recourse, representation and warranty) and deliver to and/or authorize the filing by the Company Issuer or such Guarantor (in or instruct the form prepared by Notes Collateral Agent to do the Company at the Company’s sole expensesame) such an instrument (in the form reasonably satisfactory provided by the Issuer, and providing for release without recourse to or warranty by the Trustee or the Notes Collateral Agent) promptly or Agent and shall take such other action so requested, including deliver to as the Company Issuer or such Guarantor applicable Collateral in Collateral Agent’s possession after satisfaction of the conditions set forth herein for delivery of may reasonably request and as necessary to effect such release. Before executing, acknowledging or delivering any such releaseinstrument, the Trustee shall be furnished with an Officers’ Certificate (on which the Trustee shall be entitled to conclusively and exclusively rely) stating that such release is authorized and permitted by the terms hereof, the Security Documents and the Intercreditor Agreement and that all conditions precedent with respect to such release under the terms hereof and under the Security Documents and the Intercreditor Agreement have been complied with.

Form and Sufficiency of Release. AND SUBORDINATION In the event that the Company or any Subsidiary Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that under the provisions of Section 11.05 or 11.06 may be sold, exchanged or otherwise disposed of by the Company or such Guarantor to any Person other than the Company or a Subsidiary Guarantor, and the Company or such Subsidiary Guarantor requestsrequests the Collateral Agent to furnish a written disclaimer, pursuant release or quitclaim of any interest in such Property under the Security Documents, upon compliance by the Company or such Subsidiary Guarantor with the provisions of Section 11.05 or 11.06 (which, in the case of Section 11.06, shall include receipt of (i) an Officers' Certificate 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 is Property which by the provisions of Section 11.06 may be sold, exchanged or otherwise disposed of or dealt with by the Company or such Subsidiary Guarantor without any release or consent of the Collateral Agent and (ii) an Officer’s Certificate and Opinion of Counsel confirming (which may, as to factual matters, rely upon such Officer's Certificate) stating that all conditions precedent hereunder the sale, exchange or other disposition made or proposed to be made was duly taken by the Company or such Subsidiary Guarantor in conformity with a designated subsection of Section 11.06 and under that the Security Documents to the release execution and form of such Collateral have been met, that (a) the Trustee or Collateral Agent furnish a written disclaimer, release or quit-claim of any interest in such property is appropriate under this Indenture and the Security Documents, or, (b) to the extent applicable to such Collateral, take all action that is necessary or reasonably requested by the Company in writing (in each case at the expense of the Company) to release and reconvey to the Company or such Guarantor, without recourse, such Collateral or deliver such Collateral in its possession to the Company or such GuarantorSection 11.07), the Trustee and the Collateral Agent, as applicable, Agent shall execute, acknowledge (without any recourse, representation and warranty) and deliver to and/or authorize the filing by the Company or such Guarantor (in the form prepared by the Company at the Company’s sole expense) such an instrument (in form reasonably satisfactory to the Collateral Agent) promptly or take such other action so requested, including deliver to the Company or such Subsidiary Guarantor applicable Collateral such an instrument in Collateral Agent’s possession the form provided by the Company, 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 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 purporting to be released shall be entitled to rely upon any release executed by the Collateral Agent hereunder as sufficient for the purpose of this Indenture and as constituting a good and valid release of the Property therein described from the Lien of the Security Documents.

Form and Sufficiency of Release. AND SUBORDINATION In the event that the Company 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 terms of this Indenture may be sold, exchanged or otherwise disposed of by the Company 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 Issuer or such Guarantor to any Person other than requests the Company or a Guarantor, and the Company or such Guarantor requests, pursuant to an Officer’s Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Security Documents to the release of such Collateral have been met, that (a) the Trustee or Collateral Agent to release any Collateral or furnish a written disclaimer, release or quit-claim quitclaim of any interest in such property under this Indenture Indenture, the applicable Note Guarantee and the Security Documents, or, (b) upon receipt of an Officers’ Certificate and Opinion of Counsel to the extent applicable effect that such release complies with Section 10.3 and specifying the provision in Section 10.3 pursuant to which such Collateralrelease is being made (upon which the Collateral Agent may conclusively and exclusively rely) the Collateral Agent shall release and deliver such released Collateral and execute, take all action that is necessary acknowledge and deliver to the Issuer or reasonably requested such Guarantor such an instrument in the form provided by the Company in writing (in each case at the expense of the Company) to Issuer, and providing for release and reconvey to the Company or such Guarantor, without recourse, such Collateral or deliver such Collateral in its possession to the Company or such Guarantor, the Trustee and the Collateral Agent, as applicable, shall execute, acknowledge (without any recourse, representation and warranty) and deliver to and/or authorize the filing by the Company or such Guarantor (in the form prepared by the Company at the Company’s sole expense) such an instrument (in form reasonably satisfactory to the Collateral Agent) promptly or take such other action so requested, including deliver to the Company or such Guarantor applicable Collateral in Collateral Agent’s possession after satisfaction of the conditions set forth herein for delivery of such release and shall take such other action as the 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 releaseinstrument, 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 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 the Security Documents.

Form and Sufficiency of Release. AND SUBORDINATION In the event that the 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 10.6 or 10.7 hereof may be sold, exchanged or otherwise disposed of by the Company or such Guarantor to any Person other than the Company or a GuarantorTransferee Restricted Subsidiary, and the Company or such Guarantor requests, pursuant to an Officer’s Certificate and Opinion of Counsel confirming requests in writing that all conditions precedent hereunder and under the Security Documents to the release of such Collateral have been met, that (a) the Trustee or Collateral Agent furnish a written disclaimer, release or quit-claim quitclaim of any interest in such property under this Indenture Indenture, the applicable Guarantee, if any, and the Security Documents, or, (b) to the extent applicable to such Collateral, take all action upon being satisfied that is necessary or reasonably requested by the Company in writing (in each case at the expense of the Company) to release and reconvey to the Company or such GuarantorTransferee Restricted Subsidiary is selling, without recourse, such Collateral exchanging or deliver such otherwise disposing of the Collateral in its possession to 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 Guarantorproperty is property which by the provisions of Section 10.7(a) hereof may be sold, the Trustee and the Collateral Agent, as applicable, shall execute, acknowledge (without any recourse, representation and warranty) and deliver to and/or authorize the filing exchanged or otherwise disposed of or dealt with by the Company or such Guarantor Transferee Restricted Subsidiary without any release or consent of the Trustee and (in ii) an Opinion of Counsel stating that the form prepared sale, exchange or other disposition made or proposed to be made was duly taken by the Company at or such Transferee Restricted Subsidiary in conformity with a designated subsection of Section 10.7(a) -88- hereof and that the Company’s sole expense) execution and form of such an instrument (in form reasonably satisfactory to written disclaimer, release or quitclaim is appropriate under this Section 10.8), the Collateral Agent) Trustee shall promptly or take such other action so requestedexecute, including acknowledge and deliver to the Company such an instrument in the form provided by the Company, and providing for release without recourse or such Guarantor applicable Collateral in Collateral Agent’s possession 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. AND SUBORDINATION In the event that the Company 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 Company 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 Person interest in such property in respect of 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 than disposition made or proposed to be made and describing in reasonable detail the Company 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, and as applicable) stating that the Company sale, exchange or other disposition made or proposed to be made was duly taken by the Issuers or such Guarantor requests, pursuant to an Officer’s Certificate in conformity with a designated subsection of Section 10.06 and Opinion of Counsel confirming that all conditions precedent hereunder the execution and under the Security Documents to the release form of such Collateral have been met, that (a) the Trustee or Collateral Agent furnish a written disclaimer, release or quit-claim of any interest in such property is appropriate under this Indenture Section 10.07), the Trustee shall instruct the Collateral Agent to execute, acknowledge and the Security Documents, or, (b) deliver to the extent applicable to Issuers or such Collateral, take all action that is necessary or reasonably requested Guarantor such an instrument in the form provided by the Company in writing (in each case at the expense of the Company) to release and reconvey to the Company Issuers or such Guarantor, and providing for release without recourse, such Collateral or deliver such Collateral in its possession to the Company or such Guarantor, the Trustee and the Collateral Agent, as applicable, shall execute, acknowledge (without any recourse, representation and warranty) and deliver to and/or authorize the filing by the Company or such Guarantor (in the form prepared by the Company at the Company’s sole expense) such an instrument (in form reasonably satisfactory to the Collateral Agent) promptly or take such other action so requested, including deliver to the Company or such Guarantor applicable Collateral in Collateral Agent’s possession after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the 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. AND SUBORDINATION In the event that the Company or any Subsidiary Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral Colla t-eral that under the provisions of Section 10.05 or 10.06 may be sold, exchanged or otherwise disposed of by the Company or such Guarantor to any Person other than the Company or a Subsidiary Guarantor, and the Company or such Subsidiary Guarantor requestsrequests the Trustee to furnish a written disclaimer, pursuant release or quitclaim of any interest in such property under this Indenture, the applicable Subsidiary Guarantee and the Collateral Documents, upon being satisfied that the Company or such Subsidiary Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 or 10.06 (which, in the case of Section 10.06, 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 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Company or such Subsidiary Guarantor without any release or consent of the Trustee and (ii) an Officer’s Certificate and Opinion of Counsel confirming stating that all conditions precedent hereunder the sale, exchange or other disposition made or proposed to be made was duly taken by the Company or such Subsidiary Guarantor in conformity with a designated subsection of Section 10.06 and under that the Security Documents to the release execution and form of such Collateral have been met, that (a) the Trustee or Collateral Agent furnish a written disclaimer, release or quit-claim of any interest in such property is appropriate under this Indenture and the Security Documents, or, (b) to the extent applicable to such Collateral, take all action that is necessary or reasonably requested by the Company in writing (in each case at the expense of the Company) to release and reconvey to the Company or such Guarantor, without recourse, such Collateral or deliver such Collateral in its possession to the Company or such GuarantorSection 10.07), the Trustee and the Collateral Agent, as applicable, shall execute, acknowledge (without any recourse, representation and warranty) and deliver to and/or authorize the filing by the Company or such Guarantor (in the form prepared by the Company at the Company’s sole expense) such an instrument (in form reasonably satisfactory to the Collateral Agent) promptly or take such other action so requested, including deliver to the Company or such Subsidiary Guarantor applicable Collateral such an instrument in Collateral Agent’s possession the form provided by the Company, 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 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 Collateral Documents.

Form and Sufficiency of Release. AND SUBORDINATION In the event that the Company 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 Company 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 Person 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 than disposition made or proposed to be made and describing in reasonable detail the Company 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, and as applicable) stating that the Company sale, exchange or other disposition made or proposed to be made was duly taken by the Issuers or such Guarantor requests, pursuant to an Officer’s Certificate in conformity with a designated subsection of Section 10.06 and Opinion of Counsel confirming that all conditions precedent hereunder the execution and under the Security Documents to the release form of such Collateral have been met, that (a) the Trustee or Collateral Agent furnish a written disclaimer, release or quit-claim of any interest in such property is appropriate under this Indenture Section 10.07), the Trustee shall instruct the Collateral Agent to execute, acknowledge and the Security Documents, or, (b) deliver to the extent applicable to Issuers or such Collateral, take all action that is necessary or reasonably requested Guarantor such an instrument in the form provided by the Company in writing (in each case at the expense of the Company) to release and reconvey to the Company Issuers or such Guarantor, and providing for release without recourse, such Collateral or deliver such Collateral in its possession to the Company or such Guarantor, the Trustee and the Collateral Agent, as applicable, shall execute, acknowledge (without any recourse, representation and warranty) and deliver to and/or authorize the filing by the Company or such Guarantor (in the form prepared by the Company at the Company’s sole expense) such an instrument (in form reasonably satisfactory to the Collateral Agent) promptly or take such other action so requested, including deliver to the Company or such Guarantor applicable Collateral in Collateral Agent’s possession after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the 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. AND SUBORDINATION In the event that the Company or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that under the provisions of Section 10.05 or 10.06 may be sold, exchanged or otherwise disposed of by the Company or such Guarantor to any Person other than the Company or a Guarantor, and the Company or such Guarantor requestsrequests the Trustee to furnish a written disclaimer, pursuant release or quitclaim of any interest in such property under this Indenture, the applicable Guarantee and the Collateral Documents, upon being satisfied that the Company or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 10.05 or 10.06 (which, in the case of Section 10.06, 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 10.06 may be sold, exchanged or otherwise disposed of or dealt with by the Company or such Guarantor without any release or consent of the Trustee and (ii) an Officer’s Certificate and Opinion of Counsel confirming (which may, as to factual matters, rely upon such Officer's Certificate) stating that all conditions precedent hereunder the sale, exchange or other disposition made or proposed to be made was duly taken by the Company or such Guarantor in conformity with a designated subsection of Section 10.06 and under that the Security Documents to the release execution and form of such Collateral have been met, that (a) the Trustee or Collateral Agent furnish a written disclaimer, release or quit-claim of any interest in such property is appropriate under this Indenture and the Security Documents, or, (b) to the extent applicable to such Collateral, take all action that is necessary or reasonably requested by the Company in writing (in each case at the expense of the Company) to release and reconvey to the Company or such Guarantor, without recourse, such Collateral or deliver such Collateral in its possession to the Company or such GuarantorSection 10.07), the Trustee and the Collateral Agent, as applicable, shall execute, acknowledge (without any recourse, representation and warranty) and deliver to and/or authorize the filing by the Company or such Guarantor (in the form prepared by the Company at the Company’s sole expense) such an instrument (in form reasonably satisfactory to the Collateral Agent) promptly or take such other action so requested, including deliver to the Company or such Guarantor applicable Collateral such an instrument in Collateral Agent’s possession the form provided by the Company, 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 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 Collateral Documents.

Form and Sufficiency of Release. AND SUBORDINATION In the event that either the Company or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that that, under the terms of the Note Purchase Documents, may be sold, exchanged or otherwise disposed of by the Company or such any Guarantor and with respect to which all other Liens on that asset securing the ABL Obligations, any Person other than the Company Senior Priority Obligations and any Junior Priority Obligations then secured by that asset have been released or a Guarantorare to be concurrently released, and the Company or such Guarantor requests, pursuant to an Officer’s Certificate and Opinion of Counsel confirming that all conditions precedent hereunder and under the Security Documents to the release of such Collateral have been met, that (a) requests the Trustee or Collateral Agent to furnish a written disclaimer, release or quit-claim quitclaim of any interest in such property under this Indenture Note Purchase Agreement, the applicable Note Guarantee and the Security Documents, or, (b) upon receipt of an Officers’ Certificate and Opinion of Counsel to the extent applicable effect that such release complies with Section 10.3 and specifying the provision in Section 10.3 pursuant to which such Collateral, take all action that release is necessary or reasonably requested by being made (upon which the Company in writing (in each case at the expense of the Company) to release Trustee may exclusively and reconvey to the Company or such Guarantor, without recourse, such Collateral or deliver such Collateral in its possession to the Company or such Guarantorconclusively rely), the Trustee and the Collateral Agent, as applicable, shall execute, acknowledge (without any recourse, representation and warranty) and deliver to and/or authorize the filing by the Company or such Guarantor (in the form prepared by the Company at the Company’s sole expense) such an instrument (in form reasonably satisfactory to the Collateral Agent) promptly or take such other action so requested, including deliver to the Company or such Guarantor applicable (or instruct the Collateral Agent to do the same) such an instrument in Collateral Agent’s possession after satisfaction the form provided by the Company, and providing for release without recourse and shall take such other action as the Company or such Guarantor may reasonably request and as necessary to effect such release at the expense of the conditions set forth herein for delivery of Company and the Guarantors. Before executing, acknowledging or delivering any such releaseinstrument, the Trustee shall be furnished with an Officers’ Certificate and an Opinion of Counsel (on which the Trustee shall be entitled to conclusively and exclusively rely) each stating that such release is authorized and permitted by the terms hereof and the Security Documents and that all conditions precedent with respect to such release have been complied with. All such requests, releases, Officers’ Certificates and Opinions of Counsel shall be further distributed by the Company to the Noteholders.