Common use of Release of Liens on Collateral Clause in Contracts

Release of Liens on Collateral. (a) The Liens on the Collateral will be released with respect to the Notes and the Guarantees, as applicable: (1) in whole, upon payment in full of the principal of, accrued and unpaid interest and premium, if any, on all Notes then outstanding and all other Notes Obligations (other than contingent liabilities for which no claim has been asserted); (2) in whole, upon satisfaction and discharge of this Indenture in accordance with Section 8.01; (3) in whole, upon a legal defeasance or a covenant defeasance pursuant to Section 8.02 or Section 8.03, respectively; (4) as set forth under Sections 9.01 and 9.02; (5) with respect to assets of a Guarantor, upon release of such Guarantor from its Secured Note Guarantee pursuant to Section 10.09; and (6) as to any asset constituting Collateral (A) that is sold or otherwise disposed of by the Company or any Guarantor (to a person that is not the Company or a Guarantor) in a transaction not prohibited by this Indenture and the Security Documents (to the extent of the interest sold or disposed of, including as a result of any investments of Collateral in non- Guarantor Subsidiaries to the extent not prohibited by this Indenture and the Security Documents) or (B) that is otherwise released in accordance with this Indenture, the Intercreditor Agreement and the Security Documents (including in connection with the grant of a Permitted Prior Lien); provided in each case that if any such transaction is a sale, transfer or other disposition (whether in the form of an exclusive license or otherwise) of all or substantially all of the Material Intellectual Property to any person (in a single transaction or in a series of related transactions), unless such transaction or series of related transactions is pursuant to a Change of Control not prohibited by Article 5 or a sale, transfer or other disposition to a Guarantor or a Person that becomes a Guarantor in connection with such transaction, this Indenture and the Security Documents provide that the Collateral Agent shall be required to take any such action requested by the Company to effect the release of any Collateral if and only if each of the following additional conditions are satisfied: (x) there is no Default or Event of Default immediately prior to or after giving effect to such transaction(s) (as certified to the Collateral Agent in the Officers‟ Certificate referred to in the following clause (y)), and (y) the Company shall have delivered to the Collateral Agent an Officers‟ Certificate certifying that (1) the Company has determined that such conveyances and/or transfers are necessary or desirable in connection with a reorganization, restructuring, optimization or other similar event/action in furtherance of the business interests of the Company and its Restricted Subsidiaries, taken as a whole, (2) each transferee in such transaction or series of transactions is a Restricted Subsidiary, and (3) the Company has or will receive consideration for such Material Intellectual Property that constitutes Fair Market Value of such Material Intellectual Property as determined by the Company in a commercially reasonable manner. (b) Upon compliance by the Company or any Guarantor, as the case may be, with the conditions precedent required by this Indenture, the Trustee or the Collateral Agent shall promptly cause to be released and reconveyed to the Company or the Guarantor, as the case may be, without recourse or warranty, the released Collateral.

Release of Liens on Collateral. (a) The Collateral Trustee’s Liens on upon the Collateral will be released with respect to the Notes and the Guarantees, as applicableautomatically released: (1) in whole, upon (A) payment in full in cash and discharge of the principal of, accrued and unpaid interest and premium, if any, on all Notes then outstanding Third Lien Debt and all other Notes Third Lien Obligations that are outstanding, due and payable at the time all of the Third Lien Debt is paid in full in cash and discharged, (other than contingent liabilities B) termination or expiration of all commitments to extend credit under all Third Lien Documents and (C) the cancellation or termination or cash collateralization (at the lower of (1) 105% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for which no claim has been asserted)release of Liens under the terms of the applicable Third Lien Documents) of all outstanding letters of credit issued pursuant to any Third Lien Documents; (2) as to any Collateral of a Guarantor that is (A) released as a Guarantor under each Third Lien Document and (B) is not obligated (as primary obligor or guarantor) with respect to any other Third Lien Obligations and so long as the respective release does not violate the terms of any Third Lien Document which then remains in whole, upon satisfaction and discharge of this Indenture in accordance with Section 8.01effect; (3) in whole, upon a legal defeasance or a covenant defeasance pursuant to Section 8.02 or Section 8.03, respectively; (4) as set forth under Sections 9.01 and 9.02; (5) with respect to assets of a Guarantor, upon release of such Guarantor from its Secured Note Guarantee pursuant to Section 10.09; and (6) as to any asset constituting Collateral (A) of the Company or a Guarantor that is sold sold, transferred or otherwise disposed of by the Company or any Guarantor (to a person Person that is not (either before or after such sale, transfer or disposition) the Company or a GuarantorRestricted Subsidiary (as defined in the Indenture) of the Company in a transaction not prohibited or other circumstance that complies with Section 4.7 of the Indenture (other than the obligation to apply proceeds of such Asset Sale (as defined in the Indenture) as provided in such Section) and is permitted by this Indenture and all of the Security Documents (other Third Lien Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold sold, transferred or otherwise disposed of, including as a result of any investments of Collateral in non- Guarantor Subsidiaries to the extent not prohibited by this Indenture and the Security Documents) or (B) that is otherwise released in accordance with this Indenture, the Intercreditor Agreement and the Security Documents (including in connection with the grant of a Permitted Prior Lien); provided in each case that the Collateral Trustee’s Liens upon the Collateral will not be released if any such transaction is a sale, transfer the sale or other disposition (whether in the form of an exclusive license or otherwise) of all or substantially all is subject to Section 5.1 of the Material Intellectual Property to any person (in a single transaction or in a series of related transactions), unless such transaction or series of related transactions is pursuant to a Change of Control not prohibited by Article 5 or a sale, transfer or other disposition to a Guarantor or a Person that becomes a Guarantor in connection with such transaction, this Indenture and the Security Documents provide that the Collateral Agent shall be required to take any such action requested by the Company to effect the release of any Collateral if and only if each of the following additional conditions are satisfied: (x) there is no Default or Event of Default immediately prior to or after giving effect to such transaction(s) (as certified to the Collateral Agent in the Officers‟ Certificate referred to in the following clause (y)), and (y) the Company shall have delivered to the Collateral Agent an Officers‟ Certificate certifying that (1) the Company has determined that such conveyances and/or transfers are necessary or desirable in connection with a reorganization, restructuring, optimization or other similar event/action in furtherance of the business interests of the Company and its Restricted Subsidiaries, taken as a whole, (2) each transferee in such transaction or series of transactions is a Restricted Subsidiary, and (3) the Company has or will receive consideration for such Material Intellectual Property that constitutes Fair Market Value of such Material Intellectual Property as determined by the Company in a commercially reasonable manner. (b) Upon compliance by the Company or any Guarantor, as the case may be, with the conditions precedent required by this Indenture, the Trustee or the Collateral Agent shall promptly cause to be released and reconveyed to the Company or the Guarantor, as the case may be, without recourse or warranty, the released Collateral.;

Release of Liens on Collateral. (a) The Liens on the Collateral will be released with respect to the Notes and the Guarantees, as applicable: (1) in whole, upon payment in full of the principal of, accrued and unpaid interest and premium, if any, on all Notes then outstanding and all other Notes Obligations (other than contingent liabilities for which no claim has been asserted); (2) in whole, upon satisfaction and discharge of this Indenture in accordance with Section 8.01; (3) in whole, upon a legal defeasance or a covenant defeasance pursuant to Section 8.02 or Section 8.03, respectively; (4) as set forth under Sections 9.01 and 9.02; (5) with respect to assets of a Guarantor, upon release of such Guarantor from its Secured Note Guarantee pursuant to Section 10.09; and (6) as to any asset constituting Collateral (A) that is sold or otherwise disposed of by the Company or any Guarantor (to a person that is not the Company or a Guarantor) in a transaction not prohibited by this Indenture and the Security Documents (to the extent of the interest sold or disposed of, including as a result of any investments of Collateral in non- non-Guarantor Subsidiaries to the extent not prohibited by this Indenture and the Security Documents) or (B) that is otherwise released in accordance with this Indenture, the Intercreditor Agreement and the Security Documents (including in connection with the grant of a Permitted Prior Lien); provided in each case that if any such transaction is a sale, transfer or other disposition (whether in the form of an exclusive license or otherwise) of all or substantially all of the Material Intellectual Property to any person (in a single transaction or in a series of related transactions), unless such transaction or series of related transactions is pursuant to a Change of Control not prohibited by Article 5 or a sale, transfer or other disposition to a Guarantor or a Person that becomes a Guarantor in connection with such transaction, this Indenture and the Security Documents provide that the Collateral Agent shall be required to take any such action requested by the Company to effect the release of any Collateral if and only if each of the following additional conditions are satisfied: (x) there is no Default or Event of Default immediately prior to or after giving effect to such transaction(s) (as certified to the Collateral Agent in the Officers‟ Officers’ Certificate referred to in the following clause (y)), and (y) the Company shall have delivered to the Collateral Agent an Officers‟ Officers’ Certificate certifying that (1) the Company has determined that such conveyances and/or transfers are necessary or desirable in connection with a reorganization, restructuring, optimization or other similar event/action in furtherance of the business interests of the Company and its Restricted Subsidiaries, taken as a whole, (2) each transferee in such transaction or series of transactions is a Restricted Subsidiary, and (3) the Company has or will receive consideration for such Material Intellectual Property that constitutes Fair Market Value of such Material Intellectual Property as determined by the Company in a commercially reasonable manner. (b) Upon compliance by the Company or any Guarantor, as the case may be, with the conditions precedent required by this Indenture, the Trustee or the Collateral Agent shall promptly cause to be released and reconveyed to the Company or the Guarantor, as the case may be, without recourse or warranty, the released Collateral.

Release of Liens on Collateral. In addition to (aand subject to) The the terms of any Intercreditor Agreement, the Security Documents and the Indenture will provide that the Liens on the Collateral will be released with respect to the Notes and the Guarantees, as applicablereleased: (1) in wholepart, with respect to any Guarantor, upon payment the release of its Note Guarantee in full accordance with the terms of the principal of, accrued and unpaid interest and premium, if any, on all Notes then outstanding and all other Notes Obligations Indenture (other than contingent liabilities for which no claim has been assertedincluding by virtue of a Restricted Subsidiary being designated as an Unrestricted Subsidiary); (2) in whole, upon satisfaction payment in full and discharge of this Indenture all outstanding Obligations under the Notes that are then outstanding and due and payable at the time all of the Notes are paid in accordance with Section 8.01full and discharged; (3) in wholeas to any Collateral that is sold, upon transferred or otherwise disposed of by the Issuer or any Guarantor to a legal defeasance Person that is not (either before or after such sale, transfer or disposition) the Corporation or a Restricted Subsidiary in a transaction or other circumstance that does not violate the "Asset Sales" provisions of the Indenture and does not violate any of the other Note Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of, provided that the Collateral Agent's Liens upon the Collateral will not be released if the sale or disposition is subject to the covenant defeasance pursuant to Section 8.02 described below under "Description of the Senior Secured Notes — Certain Covenants — Merger, Consolidation or Section 8.03, respectivelySale of All or Substantially All Assets"; (4) as set forth under Sections 9.01 and 9.02to a release of less than all or substantially all of the Collateral (including by way of any amendment to, or waiver of, the provisions of the Indenture or any Security Document), if consent to the release of all Liens on such Collateral has been given by an Act of Required Holders; (5) with respect as to assets of a Guarantor, upon release of all or substantially all of the Collateral (including by way of any amendment to, or waiver of, the provisions of the Indenture or any Security Document), if consent to the release of all Liens on such Guarantor from its Secured Note Guarantee pursuant Collateral has been given by a direction in writing delivered to Section 10.09the Collateral Agent by or with a resolution by, or the written consent of, the holders of Notes representing at least 66 ⅔% in aggregate principal amount of the then outstanding Notes; and (6) as to any asset constituting Collateral (A) that is sold sold, transferred or otherwise disposed of pursuant to the exercise of any rights or remedies by the Company Collateral Agent with respect to any Collateral securing the Notes or the Note Guarantees or the commencement or prosecution of enforcement by the holders of First Priority Lien Obligations of any Guarantor (to a person that is not the Company or a Guarantor) in a transaction not prohibited by this Indenture and the Security Documents (to the extent of the interest sold rights or disposed ofremedies under any security document securing First Priority Lien Obligations or applicable law, including as a result including, without limitation, the exercise of any investments rights of Collateral in non- Guarantor Subsidiaries to the extent not prohibited by this Indenture and the Security Documents) set-off or (B) that is otherwise released in accordance with this Indenture, the Intercreditor Agreement and the Security Documents (including in connection with the grant of a Permitted Prior Lien); provided in each case that if any such transaction is a sale, transfer or other disposition (whether in the form of an exclusive license or otherwise) of all or substantially all of the Material Intellectual Property to any person (in a single transaction or in a series of related transactions), unless such transaction or series of related transactions is pursuant to a Change of Control not prohibited by Article 5 or a sale, transfer or other disposition to a Guarantor or a Person that becomes a Guarantor in connection with such transaction, this Indenture and the recoupment. The Security Documents provide that the Collateral Agent shall be required Liens securing Obligations under the Notes extend to take any such action requested by the Company to effect the release proceeds of any Collateral if and only if each sale of the following additional conditions are satisfied: (x) there is no Default or Event of Default immediately prior to or after giving effect to such transaction(s) (as certified to the Collateral Agent in the Officers‟ Certificate referred to in the following clause (y)), and (y) the Company shall have delivered to the Collateral Agent an Officers‟ Certificate certifying that (1) the Company has determined that such conveyances and/or transfers are necessary or desirable in connection with a reorganization, restructuring, optimization or other similar event/action in furtherance of the business interests of the Company and its Restricted Subsidiaries, taken as a whole, (2) each transferee in such transaction or series of transactions is a Restricted Subsidiary, and (3) the Company has or will receive consideration for such Material Intellectual Property that constitutes Fair Market Value of such Material Intellectual Property as determined by the Company in a commercially reasonable manner. (b) Upon compliance by the Company or any Guarantor, as the case may be, with the conditions precedent required by this Indenture, the Trustee or the Collateral Agent shall promptly cause to be released and reconveyed to the Company or the Guarantor, as the case may be, without recourse or warranty, the released Collateral.

Release of Liens on Collateral. (a) The Collateral Trustee’s Liens on upon the Collateral will be automatically, and without the need for any consent or approval of any Secured Party or the Collateral Trustee (except as contemplated by clauses (6) and (7) below), released with respect to in any of the Notes and the Guarantees, as applicablefollowing circumstances: (1) in whole, upon payment in full Discharge of the principal of, accrued and unpaid interest and premium, if any, on all Notes then outstanding and all other Notes Obligations (other than contingent liabilities for which no claim has been asserted)Secured Obligations; (2) in whole, upon satisfaction and discharge of this Indenture in accordance with Section 8.01; (3) in whole, upon a legal defeasance or a covenant defeasance pursuant to Section 8.02 or Section 8.03, respectively; (4) as set forth under Sections 9.01 and 9.02; (5) with respect to assets of a Guarantor, upon release of such Guarantor from its Secured Note Guarantee pursuant to Section 10.09; and (6) as to any asset constituting Collateral (A) that is sold sold, transferred or otherwise disposed of by the Company or any Guarantor other Grantor (other than to a person that is not the Company or a Guarantoranother Grantor) in a transaction or other circumstance which is not prohibited by this Indenture and the Security Documents (by, and, to the extent of the interest sold or disposed ofapplicable, including as a result of any investments of Collateral in non- Guarantor Subsidiaries to the extent not prohibited by this Indenture and the Security Documents) or (B) that is otherwise released in accordance with this Indenturewith, all applicable Secured Debt Documents at the Intercreditor Agreement and the Security Documents (including in connection with the grant time of a Permitted Prior Lien); provided in each case that if any such transaction is a sale, transfer or other disposition or to the extent of such Collateral sold, transferred or otherwise disposed of; (whether 3) as to any Collateral comprised of property leased to the Company or any other Grantor, upon termination or expiration of such lease; (4) as to any Collateral sold in a foreclosure or similar transaction or in connection with any other exercise of remedies in accordance with the terms of this Agreement and the other Security Documents; (5) as to any property of a Grantor that becomes Excluded Property (as defined in the form Indenture); (6) as to a release of less than all or substantially all of the Collateral (other than pursuant to clause (1), (2), (3), (4) or (5) above), if directed by an exclusive license or otherwiseAct of Required Secured Parties; and (7) as to a release of all or substantially all of the Material Intellectual Property Collateral (other than pursuant to any person clause (in a single transaction or in a series of related transactions1) above), unless if consent to release of that Collateral has been given by the Secured Debt Representatives representing the requisite percentage or number of holders of each Series of Secured Debt at the time outstanding as provided for in the applicable Secured Debt Documents and such transaction release has become effective in accordance with such consent. (b) A Grantor shall be automatically released from its obligations under this Agreement and the other Security Documents and the Collateral Trustee’s Liens upon the Collateral of such Grantor and the capital stock or series other equity interests of related transactions is such Grantor shall be automatically released if such Grantor ceases to be a Restricted Subsidiary (as defined in each applicable Secured Debt Document). (c) The Collateral Trustee agrees for the benefit of the Company and the other Grantors that if the Collateral Trustee at any time receives: (1) an Officer’s Certificate stating that the conditions precedent in this Agreement and all other Secured Debt Documents, if any, relating to the release of the applicable Collateral have been complied with; (2) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (3) in the case of a release requested pursuant to a Change Section 4.1(a)(6) or Section 4.1(a)(7), the written confirmation of Control not prohibited each Secured Debt Representative that consent from the applicable Secured Parties that are required to consent to such release has been obtained; then the Collateral Trustee will promptly (i) execute (with such acknowledgements and/or notarizations as are required), deliver and provide the Company or such Grantor (or its designee or counsel) authorization to file (if applicable) such releases and such other documents (including UCC termination statements, reconveyances and customary pay-off letters) as the Company or such Grantor may reasonably request to evidence and effectuate such release to the Company or such Grantor and (ii) take such other actions (including return of any Collateral to the Company or such Grantor) as the Company or such Grantor may reasonably request in connection with such release, in each case, on or prior to the later of (x) the date specified in such request for such release and (y) the fifth Business Day after the date of receipt of the items required by Article 5 or a this Section 4.1(c) by the Collateral Trustee. (d) The Collateral Trustee hereby agrees that in the case of any release pursuant to clause (2) of Section 4.1(a), if the terms of any such sale, transfer or other disposition to a Guarantor or a Person that becomes a Guarantor in connection with such transaction, this Indenture and require the Security Documents provide that the Collateral Agent shall be required to take any such action requested by the Company to effect the release of any Collateral if and only if each payment of the following additional conditions are satisfied: (x) there is no Default or Event of Default immediately prior purchase price to or after giving effect to such transaction(s) (as certified to be contemporaneous with the Collateral Agent in the Officers‟ Certificate referred to in the following clause (y)), and (y) the Company shall have delivered to the Collateral Agent an Officers‟ Certificate certifying that (1) the Company has determined that such conveyances and/or transfers are necessary or desirable in connection with a reorganization, restructuring, optimization or other similar event/action in furtherance delivery of the business interests applicable release, then, at the written request of and at the expense of the Company and its Restricted Subsidiaries, taken as a whole, (2) each transferee in such transaction or series of transactions is a Restricted Subsidiary, and (3) the Company has or will receive consideration for such Material Intellectual Property that constitutes Fair Market Value of such Material Intellectual Property as determined by the Company in a commercially reasonable manner. (b) Upon compliance by the Company or any Guarantor, as the case may be, with the conditions precedent required by this Indentureother applicable Grantor, the Collateral Trustee will deliver the release under customary escrow or other arrangements that permit such contemporaneous payment and delivery of the Collateral Agent shall promptly cause to be released and reconveyed to the Company or the Guarantor, as the case may be, without recourse or warranty, the released Collateralrelease.

Release of Liens on Collateral. (a) The Collateral Trustee’s Liens on upon the Collateral will be released with respect to in any of the Notes and the Guarantees, as applicable: following circumstances: (1i) in whole, as to both the Priority Liens and the Junior Liens, upon payment in full the later of the principal of, accrued Discharge of Priority Lien Obligations and unpaid interest and premium, if any, on all Notes then outstanding and all other Notes Obligations the Discharge of Junior Lien Obligations; (other than contingent liabilities for which no claim has been asserted); (2ii) in whole, as to the Priority Lien only, upon satisfaction and discharge the written request of this Indenture in accordance with Section 8.01; the Issuer to the Collateral Trustee, at any time when there has been a Discharge of Priority Lien Obligations; (3iii) in whole, upon a legal defeasance or a covenant defeasance pursuant as to Section 8.02 or Section 8.03, respectively; (4) as set forth under Sections 9.01 and 9.02; (5) with respect to assets of a Guarantorthe Junior Lien only, upon release the written request of such Guarantor from its Secured Note Guarantee pursuant the Issuer to Section 10.09the Collateral Trustee, at any time when there has been a Discharge of Junior Lien Obligations; and (6iv) as to any asset constituting Collateral (A) that is sold sold, transferred or otherwise disposed of by the Company Issuer or any other Guarantor (to a person Person that is not (either before or after such sale, transfer or disposition) the Company Issuer or a GuarantorGuarantor (as defined under the Indenture or any other Secured Debt Document) of the Issuer in a transaction not prohibited or other circumstance that complies with Section 4.10 of the Indenture, if any, and is permitted by this Indenture and all of the Security Documents (other Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold sold, transferred or otherwise disposed of; provided, including as a result that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 5.01 of the Indenture or the equivalent provisions of any investments other Secured Debt Document; (v) as to a release of less than all or substantially all of the Collateral in non- Guarantor Subsidiaries (other than pursuant to clause (iv) above), if directed by an Act of Required Secured Parties accompanied by an Officer’s Certificate to the extent effect that the release was permitted by each applicable Secured Debt Document; provided, that this clause (v) shall not prohibited by this Indenture and apply (i) in the Security Documents) case of the Discharge of Priority Lien Obligations or (Bii) that is otherwise released in accordance with this to sales or dispositions subject to Section 5.01 of the Indenture, the Intercreditor Agreement and the Security Documents ; (including in connection with the grant of vi) as to a Permitted Prior Lien); provided in each case that if any such transaction is a sale, transfer or other disposition (whether in the form of an exclusive license or otherwise) release of all or substantially all of the Material Intellectual Property Collateral (other than pursuant to any person clauses (in a single transaction or in a series of related transactionsi), unless such transaction (ii), (iii), or series (iv) above), if (A) consent to release of related transactions is pursuant to a Change of Control not prohibited by Article 5 or a sale, transfer or other disposition to a Guarantor or a Person that becomes a Guarantor in connection with such transaction, this Indenture and the Security Documents provide that the Collateral Agent shall be required to take any such action requested has been given by the Company to effect requisite percentage or number of holders of each Series of Secured Debt at the release of any Collateral if time outstanding as provided for in the applicable Secured Debt Documents and only if each of (B) the following additional conditions are satisfied: (x) there is no Default or Event of Default immediately prior to or after giving effect to such transaction(s) (as certified Issuer has delivered an Officer’s Certificate to the Collateral Agent in the Officers‟ Certificate referred to in the following clause (y)), and (y) the Company shall have delivered to the Collateral Agent an Officers‟ Certificate Trustee certifying that any such necessary consents have been obtained; (1) the Company has determined that such conveyances and/or transfers are necessary or desirable in connection with a reorganization, restructuring, optimization or other similar event/action in furtherance of the business interests of the Company and its Restricted Subsidiaries, taken as a whole, (2) each transferee in such transaction or series of transactions is a Restricted Subsidiary, and (3) the Company has or will receive consideration for such Material Intellectual Property that constitutes Fair Market Value of such Material Intellectual Property as determined by the Company in a commercially reasonable manner. (b) Upon compliance by the Company or any Guarantor, as the case may be, with the conditions precedent required by this Indenture, the Trustee or the Collateral Agent shall promptly cause to be released and reconveyed to the Company or the Guarantor, as the case may be, without recourse or warranty, the released Collateral.vii)

Release of Liens on Collateral. (a) The Liens on Collateral may be released from the Lien and security interest created by the Collateral Documents at any time and from time to time in accordance with the provisions of the Collateral Documents, the Pari Passu Intercreditor Agreement and this Indenture. Notwithstanding anything to the contrary in the Collateral Documents, the Pari Passu Intercreditor Agreement and this Indenture, the Issuers and the Guarantors will be released with respect entitled to the release of property and other assets constituting Collateral from the Liens securing the Notes and the Note Guarantees; and such release shall occur automatically and without further action by the Notes Collateral Agent, as applicablethe Trustee or the Holders, under any one or more of the following circumstances: (1) any property or assets constituting Collateral, to enable the Issuers and the Guarantors to consummate of the disposition of such property or assets (to a Person that is not the Issuer, the Co-Issuer or a Guarantor) to the extent not prohibited by the provision of this Indenture, including if not prohibited under Section 4.10; (2) the property and assets of a Guarantor upon the release of such Guarantor from its Note Guarantee in wholeaccordance with the terms of this Indenture; (3) any property or asset of the Issuers or any Guarantor that is or becomes Excluded Assets; (4) the property and assets of a Guarantor if such Guarantor ceases to be a Restricted Subsidiary of the Company upon the consummation of any transaction permitted by this Indenture to the extent such Guarantor is also released under the Credit Agreement and any other Parity Lien Indebtedness ; (5) as required pursuant to the terms of any Pari Passu Intercreditor Agreement; and (6) as contemplated by Article 9. (b) The security interests in all Collateral securing the Notes also will be released automatically, without the need for any further action by any Person, upon (i) payment in full of the principal of, together with accrued and unpaid interest and premium, if any, on all on, the Notes then outstanding and all other Notes Obligations under this Indenture, the Note Guarantees and the Collateral Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest and premium, if any, are paid (other than contingent liabilities for which no claim has been asserted); (2) in whole, upon including pursuant to a satisfaction and discharge of this Indenture in accordance with Section 8.01; pursuant to Article 11 or through redemption or repurchase of all of the Notes or otherwise) or (3ii) in whole, upon a legal defeasance or a covenant defeasance pursuant to Section 8.02 or Section 8.03, respectively; (4) as set forth under Sections 9.01 and 9.02;in Article 8. (5c) with With respect to assets any release of a GuarantorCollateral, upon release receipt of such Guarantor from its Secured Note Guarantee pursuant to Section 10.09; and (6) as to any asset constituting Collateral (A) an Officer’s Certificate stating that is sold or otherwise disposed of by the Company or any Guarantor (to a person that is not the Company or a Guarantor) in a transaction not prohibited by this Indenture and the Security Documents (to the extent of the interest sold or disposed of, including as a result of any investments of Collateral in non- Guarantor Subsidiaries to the extent not prohibited by this Indenture and the Security Documents) or (B) that is otherwise released in accordance with all conditions precedent under this Indenture, the Intercreditor Agreement Collateral Documents and the Security Documents (including in connection with Pari Passu Intercreditor Agreement, as applicable, to such release have been met and that it is permitted for the grant of a Permitted Prior Lien); provided in each case that if any such transaction is a sale, transfer or other disposition (whether in Trustee and/or Notes Collateral Agent to execute and deliver the form of an exclusive license or otherwise) of all or substantially all of documents requested by the Material Intellectual Property to any person (in a single transaction or in a series of related transactions), unless such transaction or series of related transactions is pursuant to a Change of Control not prohibited by Article 5 or a sale, transfer or other disposition to a Guarantor or a Person that becomes a Guarantor Issuers in connection with such transactionrelease and any necessary or proper instruments of termination, this Indenture satisfaction or release prepared by the Issuers, the Trustee and the Security Documents provide that the Notes Collateral Agent shall be required shall, execute, deliver or acknowledge (at the Issuers’ expense) such instruments or releases to take any such action requested by the Company to effect evidence the release of any Collateral if permitted to be released pursuant to this Indenture or the Collateral Documents or the Pari Passu Intercreditor Agreement and only if each shall do or cause to be done (at the Issuers’ expense) all acts reasonably requested of them to evidence or acknowledge the following additional conditions are satisfied: (x) there release of such Lien as soon as is no Default reasonably practicable. Neither the Trustee nor the Notes Collateral Agent shall be liable for any such release undertaken in reliance upon any such Officer’s Certificate, and notwithstanding any term hereof or Event of Default immediately prior to in any Collateral Document or after giving effect to such transaction(s) (as certified in the Pari Passu Intercreditor Agreement to the Collateral Agent in the Officers‟ Certificate referred to in the following clause (y)), and (y) the Company shall have delivered to the Collateral Agent an Officers‟ Certificate certifying that (1) the Company has determined that such conveyances and/or transfers are necessary or desirable in connection with a reorganization, restructuring, optimization or other similar event/action in furtherance of the business interests of the Company and its Restricted Subsidiaries, taken as a whole, (2) each transferee in such transaction or series of transactions is a Restricted Subsidiary, and (3) the Company has or will receive consideration for such Material Intellectual Property that constitutes Fair Market Value of such Material Intellectual Property as determined by the Company in a commercially reasonable manner. (b) Upon compliance by the Company or any Guarantor, as the case may be, with the conditions precedent required by this Indenturecontrary, the Trustee or and the Notes Collateral Agent shall promptly cause 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, upon which it shall be released and reconveyed entitled to the Company or the Guarantor, as the case may be, without recourse or warranty, the released Collateralconclusively rely.