Common use of Release of Liens in Respect of the Notes Clause in Contracts

Release of Liens in Respect of the Notes. The Collateral Agent’s priority Liens upon the Collateral shall no longer secure the Notes outstanding under this Indenture, the Note Guarantees or any other Obligations under this Indenture, and the right of the Holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Agent’s priority Liens on the Collateral shall terminate and be discharged, in which case the Collateral Agent shall sign and permit the Company to file all required documents provided to it, at the Company’s sole cost and expense, to effectuate the release of the Collateral Agent’s Liens upon the Collateral upon the receipt by the Collateral Agent from the Trustee of written notice regarding: (a) satisfaction and discharge of this Indenture, in accordance with Article XII hereof; (b) Legal Defeasance or Covenant Defeasance of the Notes in accordance with Article VIII hereof; (c) payment in full and discharge of all Notes outstanding under this Indenture and all Obligations that are outstanding, due and payable under this Indenture at the time the Notes are paid in full and discharged (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time); or (d) such termination or discharge, in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with Article IX hereof;

Release of Liens in Respect of the Notes. The In addition to any release pursuant to Section 4.1 hereof, the Collateral Agent’s priority Liens upon the Collateral shall Priority Lien will no longer secure the Notes outstanding under this Indenture, the Note Guarantees Indenture or any other Obligations under this the Indenture, and the right of the Holders holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Agent’s priority Liens Priority Lien on the Collateral shall will terminate and be discharged, in which case the Collateral Agent shall sign and permit the Company to file all required documents provided to it, at the Company’s sole cost and expense, to effectuate the release of the Collateral Agent’s Liens upon the Collateral upon the receipt by the Collateral Agent from the Trustee of written notice regarding: (a1) upon satisfaction and discharge of this the Indenture as set forth under Section 12.01 of the Indenture, in accordance with Article XII hereof; (b2) upon a Legal Defeasance or Covenant Defeasance (each as defined under the Indenture) of the Notes in accordance with Article VIII hereofas set forth under Section 8.02 or Section 8.03, as applicable, of the Indenture; (c3) upon payment in full and discharge of all Notes outstanding under this the Indenture and all Obligations that are outstanding, due and payable under this the Indenture at the time the Notes are paid in full and discharged (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time); ordischarged; (d4) such termination or discharge, in whole or in part, with the consent of the Holders holders of the requisite percentage of Notes in accordance with Article IX hereof;Section 9.02 of the Indenture; or (5) as provided in the Crossing Lien Intercreditor Agreement. In addition, the Collateral Agent’s Priority Lien on any Excess Proceeds (as defined in the Indenture) that remain unexpended after the conclusion of an applicable Offer to Purchase (as defined in the Indenture) conducted in accordance with the Indenture will no longer secure the Notes outstanding under the Indenture or any other Obligations under the Indenture, and the right of the holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Agent’s Priority Lien on such Excess Proceeds will terminate and be discharged.

Release of Liens in Respect of the Notes. ‌ (a) The Collateral AgentTrustee’s priority Liens upon the Collateral shall will no longer secure the Notes outstanding under this Indenture, the Note Guarantees Indenture or any other Obligations under this Indenture, and the right of the Holders of the Notes and such Obligations to the benefits and proceeds of the Collateral AgentTrustee’s priority Liens on the Collateral shall will terminate and be discharged, in which case discharged upon the Collateral Agent shall sign and permit the Company to file all required documents provided to it, at the Company’s sole cost and expense, to effectuate the release occurrence of any of the Collateral Agent’s Liens upon the Collateral upon the receipt by the Collateral Agent from the Trustee of written notice regardingfollowing: (a1) pursuant to the Tranche 2/3/4 Intercreditor Agreement in connection with the completion of the sale or disposition of any Shared Collateral as a result of the exercise of remedies by the Shared Collateral Instructing Creditors in respect of the specific Shared Collateral subject to the exercise of remedies during the continuation of an event of default under the relevant Debt Documents of the Shared Collateral Instructing Creditors at such time; (2) the satisfaction and discharge of this Indenture, Indenture and obligations as set forth in accordance with Article XII 14 hereof; (b3) Legal Defeasance or Covenant Defeasance of the Notes in accordance with Article VIII hereof; (c) payment in full and discharge of all Notes outstanding under this Indenture and all Obligations that are outstanding, due and payable under this Indenture at the time the Notes are paid in full and discharged (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time); or (d) such termination or discharge, in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with the provisions of Article IX 9 hereof;; or (4) a conversion of the Notes pursuant to Section 4.04 hereof. (b) The Collateral Trustee shall execute, upon request and at the Company’s expense, any documents, instruments, agreements or filings reasonably requested by the Company to evidence such release of such Collateral; provided that if the Collateral Trustee is required to execute any such documents, instruments, agreements or filings, the Collateral Trustee shall be fully protected in relying upon an Officer’s Certificate in connection with any such release stating that all conditions precedent to such release in this Indenture and the Security Documents have been complied with.

Release of Liens in Respect of the Notes. The Collateral AgentTrustee’s priority Liens upon the Collateral shall will no longer secure the Notes outstanding under this Indenture, the Note Guarantees Indenture or any other Obligations under this Indenture, and the right of the Holders of the Notes and such Obligations to the benefits and proceeds of the Collateral AgentTrustee’s priority Liens on the Collateral shall will automatically terminate and be dischargeddischarged with respect to this Indenture, in which case the Collateral Agent shall sign Notes and permit the Company to file all required documents provided to it, at the Company’s sole cost and expense, to effectuate the release of the Collateral Agent’s Liens upon the Collateral upon the receipt by the Collateral Agent from the Trustee of written notice regardingObligations hereunder or thereunder: (a) in whole, upon (i) satisfaction and discharge of this Indenture, Indenture in accordance with Article XII 8 hereof; ; (bii) Legal Defeasance legal defeasance or Covenant Defeasance covenant defeasance of the Notes in accordance with Article VIII 8 hereof; ; or (ciii) payment in full and discharge of all Notes outstanding under this Indenture and all Obligations that are outstanding, due and payable under this Indenture at the time the Notes are paid in full and discharged (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time); ordischarged; (db) such termination or discharge, in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with Article IX 9 hereof; (c) with respect to any Guarantor, upon any disposition of 50% or more of the Capital Stock of such Guarantor such that it is no longer a Restricted Subsidiary to the extent not prohibited by the terms of this Indenture (including under Section 4.15); (d) in part, (i) upon the consummation of any Disposition (other than a Disposition to another Grantor) to the extent not prohibited by the provisions described under Section 4.15 or (ii) in accordance with the request of the Company pursuant to the provisions described under Section 4.15; or (e) in whole or in part, (i) to the extent permitted or required by the Security Agreement or other applicable Security Documents with respect to such Collateral or (ii) in accordance with the terms of the Collateral Trust Agreement or any Intercreditor Agreement. If in connection with any release permitted pursuant to this Section 11.05 the Company requests that the Collateral Trustee execute and deliver (or otherwise authorize the filing of) any document or instrument evidencing such release, then, upon request of the Company and in accordance with the terms and subject to the conditions of the Collateral Trust Agreement, the Collateral Trustee shall execute and deliver (or otherwise authorize the filing of) any such document or instrument evidencing such release prepared by and at the expense of the Company.

Release of Liens in Respect of the Notes. The Collateral Agent’s priority Liens upon the Collateral shall will no longer secure the Notes outstanding under this Indenture, the Note Guarantees Indenture or any other Obligations under this IndentureNote Obligations, and the right of the Holders of the Notes and such Note Obligations to the benefits and proceeds of the Collateral Agent’s priority Liens on the Collateral shall will automatically terminate and be discharged, in which case the Collateral Agent shall sign and permit the Company to file all required documents provided to it, at the Company’s sole cost and expense, to effectuate the release of the Collateral Agent’s Liens upon the Collateral upon the receipt by the Collateral Agent from the Trustee of written notice regarding: (a) satisfaction and discharge of this Indenture, in accordance with Article XII hereof; (b) Legal Defeasance or Covenant Defeasance of the Notes in accordance with Article VIII hereof; (c) upon payment in full and discharge of all Notes outstanding under this Indenture and all Note Obligations that are outstanding, due and payable under this Indenture at the time the Notes are paid in full and discharged discharged; (other than b) upon satisfaction and discharge of this Indenture in accordance with Article 8 hereof; (c) upon a Legal Defeasance or Covenant Defeasance of the Notes in accordance with Article 8 hereof; (d) solely with respect to any obligations Grantor, upon any disposition of 50% or more of the Capital Stock of such Grantor such that it is no longer a Subsidiary; provided that (i) such disposition is permitted by Section 4.07 hereof and (ii) such Grantor ceases to be a Subsidiary as a result of a joint venture with an unaffiliated third party not prohibited hereunder, entered into for taxesa bona fide operating business purpose, coststhe primary purpose of such transaction was not to effect the release of such Grantor. (e) solely with respect to any Collateral, indemnificationsupon any Disposition of such Collateral to any Person that is not the Company or a Subsidiary; provided that such disposition is permitted by Section 4.13; (f) solely with respect to any Collateral, reimbursements, damages and other liabilities in respect of which no claim to the extent expressly permitted or demand for payment has been made at such time)required pursuant to the applicable Security Agreements; or (dg) such termination or discharge, in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with Article IX 9 hereof;. If in connection with any release permitted pursuant to this Section 11.05, the Company may request that the Collateral Agent execute and deliver (or otherwise authorize the filing of) any document or instrument evidencing such release, and, upon the request of the Company, the Collateral Agent shall execute and deliver (or otherwise authorize the filing of) any such document or instrument evidencing such release prepared by and at the expense of the Company upon receipt of an Officer’s Certificate and Opinion of Counsel stating that all covenants and conditions precedent under this Indenture and applicable Collateral Documents have been complied with. Notwithstanding any other provision of this Indenture, Section 4.07, Section 4.13 or Section 4.11 hereof shall not be taken to permit any Restricted Payment or Investment consisting of the direct or indirect transfer to any person that is not a Subsidiary of any Material Intellectual Property of the Company or any of its Subsidiaries, in each case other than as a result of a bona fide joint venture with an unaffiliated third party.

Release of Liens in Respect of the Notes. (a) The Collateral Security Agent’s priority First Liens upon the Collateral shall will no longer secure the Notes outstanding under this Indenture, the Note Guarantees Indenture or any other Obligations under this Indenture, and the right of the Holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Security Agent’s priority First Liens on the Collateral shall will terminate and be discharged: (1) in connection with any sale or other disposition of Collateral to (a) any Person that is not the Issuer or a Restricted Subsidiary (but excluding any transaction subject to Section 5.01), if such sale or other disposition does not violate Section 4.10 and is otherwise not prohibited under this Indenture or (b) any Restricted Subsidiary; provided that this clause (a)(i) shall not be relied upon in the case of a transfer of Capital Stock, obligations under proceeds loans owed to the Issuer, or accounts receivable (including intercompany loan receivables and hedging receivables) to a Restricted Subsidiary (except, in which the case the Collateral Agent shall sign and permit the Company to file all required documents provided to it, at the Company’s sole cost and expenseof accounts receivable, to effectuate a Receivables Subsidiary) unless the relevant property and assets remain subject to, or otherwise become subject to a Lien in favor of the Notes following such transfer, sale or disposal; (2) in the case of a Guarantor that is released from its Guarantee pursuant to the terms of this Indenture, the release of the Collateral Agent’s Liens upon liens over the Collateral upon the receipt by the Collateral Agent from the Trustee property and assets, and Capital Stock, of written notice regarding:such Guarantor; (a3) upon satisfaction and discharge of this Indenture, Indenture in accordance with Article XII Section 11.01 hereof; (b4) Legal Defeasance upon a legal defeasance or Covenant Defeasance covenant defeasance of the Notes in accordance with Article VIII Sections 8.02 and 8.03 hereof, respectively; (c5) upon payment in full and discharge of all Notes outstanding under this Indenture and all Obligations obligations that are outstanding, due and payable under this Indenture at the time of the Notes are paid in full and discharged (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time); ordischarged; (d6) if the Issuer designates any Restricted Subsidiary to be an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture, the release of the property and assets, and Capital Stock, of such termination Unrestricted Subsidiary; (7) upon the contribution of any claim of the Issuer or dischargeany Restricted Subsidiary, which is subject to a Lien, to the equity of the Issuer or any of the Restricted Subsidiaries; provided that such contribution is made in compliance with the Intercreditor Agreement; (8) with respect to the Notes, upon achievement of the conditions described in Section 4.16 hereof; (9) in whole or in part, with the consent of the Holders holders of the requisite percentage of Notes in accordance with Article IX the provisions of Section 9.02 hereof; (10) as to a release of less than all or substantially all of the Collateral (other than pursuant to clause (2) above), if directed by an Act of Required First Lien Secured Parties accompanied by an Officer’s Certificate to the effect that the release was permitted by each applicable First Lien Document; provided, that this clause (10) shall not apply to sales or dispositions subject to Section 5.01; (11) where such liens are not required to be granted under the Agreed Security Principles (including where the assets subject to such Liens are or have become (or will become) Excluded Assets) or as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction; (12) where such Guarantor ceases to be a Collateral Subsidiary, as determined by the Issuer in good faith on the basis of the most recently ended four fiscal quarters ending immediately prior to the date of determination for which financial statements have been furnished pursuant to either clause (1) or clause (2) of Section 4.03(a); or (13) as otherwise not prohibited by this Indenture. In addition, the security interests created by the Security Documents will be released (a) in accordance with the Intercreditor Agreement or any Additional Intercreditor Agreement and (b) as may be permitted by Section 12.06. The interests under the Security Documents may be subordinated, as directed by an Act of Required First Lien Secured Parties accompanied by an Officer’s Certificate to the effect that the subordination was permitted by each applicable First Lien Document. At the request and expense of the Issuer or the relevant pledgor, the Security Agent and, to the extent required or necessary, the Trustee will take all reasonably necessary action required to effectuate any release of Collateral securing the Notes and the Guarantees, in accordance with the provisions of the Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document, subject to customary protections and indemnification, if applicable. Each of the releases set forth above shall be effected by the Security Agent without the consent of the Holders or any action on the part of the Trustee (unless action is required by it to effect such release). The Security Agent and the Trustee shall be entitled to request and rely solely upon an Officer’s Certificate and Opinion of Counsel, each certifying which circumstance, as described above, giving rise to a release of the security interests has occurred, and that such release complies with the Indenture.

Release of Liens in Respect of the Notes. The Collateral Agent’s priority Liens upon the Collateral shall will no longer secure the Notes outstanding under this Indenture, the Note Guarantees Indenture or any other Obligations under this IndentureNote Obligations, and the right of the Holders of the Notes and such Note Obligations to the benefits and proceeds of the Collateral Agent’s priority Liens on the Collateral shall will automatically terminate and be discharged, in which case the Collateral Agent shall sign and permit the Company to file all required documents provided to it, at the Company’s sole cost and expense, to effectuate the release of the Collateral Agent’s Liens upon the Collateral upon the receipt by the Collateral Agent from the Trustee of written notice regarding: (a) upon satisfaction and discharge of this Indenture, Indenture in accordance with Article XII 9 hereof; (b) upon a Legal Defeasance or Covenant Defeasance of the Notes in accordance with Article VIII 9 hereof; (c) upon payment in full and discharge of all Notes outstanding under this Indenture and all Note Obligations that are outstanding, due and payable under this Indenture at the time the Notes are paid in full and discharged (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time); ordischarged; (d) such termination or discharge, in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with Article IX 10 hereof; (e) solely with respect to any Grantor, upon any disposition of 50% or more of the Capital Stock of such Grantor such that it is no longer a Restricted Subsidiary to the extent not prohibited by the terms of this Indenture; provided that such disposition is permitted by Section 5.06; (f) solely with respect to any Collateral, upon any Disposition of such Collateral to any Person that is not a Co-Issuer or a Restricted Subsidiary; provided that such disposition is permitted by Section 5.06; or (g) solely with respect to any Collateral, to the extent expressly permitted or required pursuant to the applicable Collateral Documents. In addition, the Collateral Agent’s Liens on the Collateral will be released (a) upon the terms and subject to the conditions set forth in the Intercreditor Agreement (or any other Acceptable Intercreditor Agreement entered into pursuant to Section 12.03 hereof) and (b) to the extent permitted pursuant to Section 13.15(a). If in connection with any release permitted pursuant to this Section 12.05, the Co-Issuers may request that the Collateral Agent execute and deliver (or otherwise authorize the filing of) any document or instrument evidencing such release, and, upon the request of the Co-Issuers, the Collateral Agent shall execute and deliver (or otherwise authorize the filing of) any such document or instrument evidencing such release prepared by and at the expense of the Co-Issuers upon receipt of an Officer’s Certificate and Opinion of Counsel stating that all covenants and conditions precedent under this Indenture and applicable Collateral Documents have been complied with.

Release of Liens in Respect of the Notes. The In addition to any release pursuant to Section 4.1 hereof, the Collateral AgentTrustee’s priority Parity Liens upon the Collateral shall will no longer secure the Notes outstanding under this Indenture, the Note Guarantees Indenture or any other Obligations under this the Indenture, and the right of the Holders holders of the Notes and such Obligations to the benefits and proceeds of the Collateral AgentTrustee’s priority Liens Parity Lien on the Collateral shall will terminate and be discharged, in which case the Collateral Agent shall sign and permit the Company to file all required documents provided to it, at the Company’s sole cost and expense, to effectuate the release of the Collateral Agent’s Liens upon the Collateral upon the receipt by the Collateral Agent from the Trustee of written notice regarding: (a1) upon satisfaction and discharge of this the Indenture as set forth under Article 11 of the Indenture, in accordance with Article XII hereof; (b2) upon a Legal Defeasance or Covenant Defeasance (each as defined under the Indenture) of the Notes in accordance with as set forth under Article VIII hereof8 of the Indenture; (c3) upon payment in full and discharge of all Notes outstanding under this the Indenture and all Obligations that are outstanding, due and payable under this the Indenture at the time the Notes are paid in full and discharged (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time)discharged; or (d4) such termination or discharge, in whole or in part, with the consent of the Holders holders of the requisite percentage of Notes in accordance with Article IX hereof;9 of the Indenture. Any amendment or supplement to the provisions of the Security Documents that results in the Collateral Trustee’s Liens upon the Collateral no longer securing the Notes and the other Obligations under the Indenture may only be effected in accordance with the provisions in this Section 4.4. The Company shall furnish to the Collateral Trustee substantially similar Officers’ Certificates and Opinions of Counsel as the Trustee may receive under Section 12.04 of the Indenture.

Release of Liens in Respect of the Notes. The Collateral AgentTrustee’s priority Liens upon the Collateral shall will no longer secure the Notes outstanding under this Indenture, the Note Guarantees Indenture or any other Obligations under this Indenture, and the right of the Holders of the Notes and such Obligations to the benefits and proceeds of the Collateral AgentTrustee’s priority Liens on the Collateral shall will terminate and be dischargeddischarged with respect to all Notes or all Notes of a series, in which case the Collateral Agent shall sign and permit the Company to file all required documents provided to it, at the Company’s sole cost and expense, to effectuate the release of the Collateral Agent’s Liens upon the Collateral upon the receipt by the Collateral Agent from the Trustee of written notice regardingas applicable: (a1) upon satisfaction and discharge of this Indenture, Indenture in accordance with Article XII hereof11; (b2) upon a Legal Defeasance or Covenant Defeasance of the Notes of such series in accordance with Article VIII hereof8; (c3) upon payment in full and discharge of all Notes of such series outstanding under this Indenture and all Obligations (other than Obligations in respect of Notes of any series not being so discharged) that are outstanding, due and payable under this Indenture at the time the Notes of such series are paid in full and discharged (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time)discharged; orand (d4) such termination or discharge, in whole or in part, with the consent of the Holders of the requisite percentage of Notes or Notes of such series, as applicable, in accordance with Article IX hereof;9. In addition, the Collateral Trustee’s Liens on the Collateral will be released upon the terms and subject to the conditions set forth in Section 4.1 of the Collateral Trust Agreement.

Release of Liens in Respect of the Notes. The In addition to any release pursuant to Section 4.1 hereof, the Collateral Agent’s priority Liens upon the Collateral shall Priority Lien will no longer secure the Notes outstanding under this Indenture, the Note Guarantees Indenture or any other Obligations under this the Indenture, and the right of the Holders holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Agent’s priority Liens Priority Lien on the Collateral shall will terminate and be discharged, in which case the Collateral Agent shall sign and permit the Company to file all required documents provided to it, at the Company’s sole cost and expense, to effectuate the release of the Collateral Agent’s Liens upon the Collateral upon the receipt by the Collateral Agent from the Trustee of written notice regarding: (a1) upon satisfaction and discharge of this the Indenture as set forth under Section 12.01 of the Indenture, in accordance with Article XII hereof; (b2) upon a Legal Defeasance or Covenant Defeasance (each as defined under the Indenture) of the Notes in accordance with Article VIII hereofas set forth under Section 8.02 or Section 8.03, as applicable, of the Indenture; (c3) upon payment in full and discharge of all Notes outstanding under this the Indenture and all Obligations that are outstanding, due and payable under this the Indenture at the time the Notes are paid in full and discharged (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time)discharged; or (d4) such termination or discharge, in whole or in part, with the consent of the Holders holders of the requisite percentage of Notes in accordance with Article IX hereof;Section 9.02 of the Indenture. In addition, the Collateral Agent’s Priority Lien on any Excess Proceeds (as defined in the Indenture) that remain unexpended after the conclusion of an applicable Offer to Purchase (as defined in the Indenture) conducted in accordance with the Indenture will no longer secure the Notes outstanding under the Indenture or any other Obligations under the Indenture, and the right of the holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Agent’s Priority Lien on such Excess Proceeds will terminate and be discharged.

Release of Liens in Respect of the Notes. The In addition to any release pursuant to Section 4.01 hereof, the Collateral Agent’s priority Liens upon the Collateral shall Junior Lien will no longer secure the Notes outstanding under this Indenture, the Note Guarantees Indenture or any other Obligations under this the Indenture, and the right of the Holders holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Agent’s priority Liens Junior Lien on the Collateral shall will terminate and be discharged, in which case the Collateral Agent shall sign and permit the Company to file all required documents provided to it, at the Company’s sole cost and expense, to effectuate the release of the Collateral Agent’s Liens upon the Collateral upon the receipt by the Collateral Agent from the Trustee of written notice regarding: (ai) upon satisfaction and discharge of this the Indenture as set forth under Section 8.01(a) (Discharge of Liability on Notes; Defeasance) of the Indenture, in accordance with Article XII hereof; (bii) upon a Legal Defeasance Option or Covenant Defeasance Option of the Notes in accordance with as set forth under Article VIII hereof8 (Discharge of Indenture; Defeasance) of the Indenture; (ciii) upon payment in full and discharge of all Notes outstanding under this the Indenture and all Obligations that are outstanding, due and payable under this the Indenture at the time the Notes are paid in full and discharged (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time)discharged; or (div) such termination or discharge, in whole or in part, with the consent of the Holders holders of the requisite percentage of Notes in accordance with [Article IX hereof;9 (Amendments)] of the Indenture.

Release of Liens in Respect of the Notes. The Collateral Agent’s priority Liens upon the Collateral shall no longer secure the Notes outstanding under this Indenture, the Note Guarantees or any other Obligations under this Indenture, and the right of the Holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Agent’s priority Liens on the Collateral shall terminate and be discharged, in which case the Collateral Agent shall sign and permit the Company to file all required documents provided to it, at the Company’s sole cost and expense, to effectuate the release of the Collateral Agent’s Liens upon the Collateral upon the receipt by the Collateral Agent from the Trustee of written notice regardingas to any of the following: (a) satisfaction and discharge of this Indenture, in accordance with Article XII hereof; (b) Legal Defeasance or Covenant Defeasance of the Notes in accordance with Article VIII hereof; (c) payment in full and discharge of all Notes outstanding under this Indenture and all Obligations that are outstanding, due and payable under this Indenture at the time the Notes are paid in full and discharged (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time); or (d) such termination or discharge, in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with Article IX hereof;

Release of Liens in Respect of the Notes. The Collateral Agent’s priority Liens upon the Collateral shall will no longer secure the Notes outstanding under this Indenture, the Note Guarantees Indenture or any other Obligations under this Indenture, and the right of the Holders of the Notes and such Obligations to the benefits and proceeds of the Collateral Agent’s priority Liens on the Collateral shall will automatically terminate and be discharged, in which case the Collateral Agent shall sign and permit the Company to file all required documents provided to it, at the Company’s sole cost and expense, to effectuate the release of the Collateral Agent’s Liens upon the Collateral upon the receipt by the Collateral Agent from the Trustee of written notice regarding: (a) in whole, upon satisfaction and discharge of this Indenture, Indenture in accordance with Article XII 8 hereof; (b) Legal Defeasance in whole, upon a legal defeasance or Covenant Defeasance covenant defeasance of the Notes in accordance with Article VIII 8 hereof; (c) in whole, upon payment in full and discharge of all Notes outstanding under this Indenture and all Obligations that are outstanding, due and payable under this Indenture at the time the Notes are paid in full and discharged (other than any obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities in respect of which no claim or demand for payment has been made at such time); ordischarged; (d) such termination or discharge, in whole or in part, with the consent of the Holders of the requisite percentage of Notes in accordance with Article IX 9 hereof; (e) with respect to any Guarantor, upon any disposition of 50% or more of the Capital Stock of such Guarantor such that it is no longer a Restricted Subsidiary to the extent not prohibited by the terms of this Indenture; (f) to the extent not prohibited by the provisions described under Section 4.15; or (g) in whole or in part, (i) to the extent permitted or required by the Security Agreement or other applicable Security Documents with respect to such Collateral or (ii) in accordance with the terms of the Intercreditor Agreement or any Other Intercreditor Agreement. If in connection with any release permitted pursuant to this Section 11.05 the Company requests that the Collateral Agent execute and deliver (or otherwise authorize the filing of) any document or instrument evidencing such release, then, upon request of the Company accompanied by an Officer’s Certificate and Opinion of Counsel stating that all covenants and conditions precedent under this Indenture and the applicable Security Documents have been complied with, the Collateral Agent shall execute and deliver (or otherwise authorize the filing of) any such document or instrument evidencing such release prepared by and at the expense of the Company.