Release of all Collateral. (a) Subject to the payment of its fees and expenses pursuant to Section 8.07, the Indenture Trustee shall, at the request of the Issuer or when otherwise required by the provisions of this Indenture, execute instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s interest (which is held by the Indenture Trustee for the benefit of the Noteholders) in the same, in a manner and under circumstances which are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article II will be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds.
(b) Upon delivery of an Officer’s Certificate of each Transferor certifying that the Issuer’s obligations under this Indenture have been satisfied and discharged by complying with the provisions of this Article II, the Indenture Trustee shall execute and deliver such releases, termination statements and other instruments (in recordable form, where appropriate) as the Issuer or any other obligor, as applicable, may reasonably request evidencing the termination of the Security Interest created by this Indenture.
(c) Each Transferor, the Issuer and the Noteholders shall be entitled to receive at least 10 days written notice when the Indenture Trustee proposes to take any action pursuant to clause (a), accompanied by copies of any instruments involved, and the Indenture Trustee shall also be entitled to require, as a condition to such action, an Opinion of Counsel, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Indenture Trustee in connection with any such action.
Release of all Collateral. (a) Subject to the payment of its fees and expenses pursuant to Section 707 of the Indenture, the Indenture Trustee shall, at the request of the Issuer or when otherwise required by the provisions of this Asset Pool 1 Supplement, execute instruments to release property from the lien of this Asset Pool 1 Supplement, or convey the Indenture Trustee's interest (which is held by the Indenture Trustee for the benefit of the Noteholders) in the same, in a manner and under circumstances which are not inconsistent with the provisions of this Asset Pool 1
Release of all Collateral. (a) Subject to the payment of its fees and expenses pursuant to Section 707 of the Indenture, the Indenture Trustee shall, at the request of the Issuer or when otherwise required by the provisions of this Asset Pool One Supplement, execute instruments to release property from the lien of this Asset Pool One Supplement, or convey the Indenture Trustee's interest (which is held by the Indenture Trustee for the benefit of the Noteholders) in the same, in a manner and under circumstances which are not inconsistent with the provisions of this Asset Pool One Supplement. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article II will be bound to ascertain the Indenture Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any funds.
(b) Upon delivery of an Officer's Certificate certifying that the Issuer's obligations under the Indenture and this Asset Pool One Supplement have been satisfied and discharged by complying with the provisions of this Article II, the Indenture Trustee shall (i) execute and deliver such releases, termination statements and other instruments (in recordable form, where appropriate) as the Issuer or any other obligor, as applicable, may reasonably request evidencing the termination of the Security Interest created by this Asset Pool One Supplement and (ii) not be deemed to hold the Security Interest for the benefit of itself, the
Release of all Collateral. In the event that (i) the Senior Secured Notes have been fully repaid, (ii) during the period following the Closing Date through the satisfaction of Company's Repurchase Obligation, Company has (A) issued notes, public equity or other securities with gross proceeds of not less than $300.0 million which provide for no amortization or sinking fund payments or other mandatory prepayment (other than upon a change of control or asset sale) prior to 181 days following the Maturity Date, (B) upon such issuance either deposited the net proceeds of any such notes in the Designated Proceeds Account for the purpose of satisfying such Repurchase Obligation or has otherwise applied such net proceeds to the satisfaction in part of the Repurchase Obligation as provided herein, and (C) thereafter maintained such net proceeds in the Designated Proceeds Account until application of such amounts to the satisfaction of not less than $300.0 million of such Repurchase Obligation; provided that if the aggregate amount of such net proceeds is less than $300.0 million, Company shall apply all such net proceeds to the satisfaction in part of the Repurchase Obligation, (iii) Company is in pro forma compliance with the covenants set forth in Section 6.7 hereof in respect of the immediately succeeding fiscal quarter of Company and (iv) the long-term unsecured non credit enhanced debt of Company shall be rated not less than BB by Standard & Poor's and Ba2 by Xxxxx'x, the Collateral Agent shall, at Company's expense within 90 days of the date upon which the Collateral Agent receives notice that the conditions in (i) through (iv) above have been satisfied, release all of its security interests in the Collateral hereunder and under the Collateral Documents and terminate such Collateral Documents. Following any release of security interests pursuant to this Section 9.8(b) (but subject to the provisions of Section 5.13), the obligations of the Credit Parties pursuant to Section 5.9, 5.10 and 5.11 shall no longer apply.
Release of all Collateral
