Common use of Release of Security Interest or Guaranty; Release of Guarantor Clause in Contracts

Release of Security Interest or Guaranty; Release of Guarantor. (a) Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate of Parent Issuer) that is permitted by this Agreement or the Intercreditor Agreement or to which Required Holders have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Guarantor to any Person (other than an Affiliate of Parent Issuer) that is permitted by this Agreement or to which Required Holders have otherwise consented, for which Parent Issuer or any of the Guarantors desire to obtain a security interest release or a release of the Guaranty from the Holders, Parent Issuer or such Guarantor shall deliver an Officer’s Certificate to the Holders and the Collateral Agent (i) stating that the Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and (ii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transaction. Upon the receipt of such Officer’s Certificate, the Collateral Agent shall, at Parent Issuer’s expense, so long as the Collateral Agent (a) does not know that the facts stated in such Officer’s Certificate are not true and correct and (b), if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, shall have received evidence satisfactory to it that arrangements satisfactory to the Required Holders have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14, execute and deliver, at Parent Issuer’s expense and without representation warranty or recourse, such releases of its security interest in such Collateral or such Guaranty as may be reasonably requested by Parent Issuer or such Guarantor. (b) If (i) a Guarantor (a “Released Guarantor”) shall have been unconditionally and absolutely released as a guarantor of and obligor with respect to any and all Indebtedness and such release is not part of a plan of financing that contemplates such Guarantor guarantying any other Indebtedness of Parent Issuer or becoming a co-obligor with respect thereto, and (ii) no Default or Event of Default shall have occurred and be continuing, Parent Issuer may deliver to the Collateral Agent an Officer’s Certificate to such effect and from and after the date such Officer’s Certificate is delivered to the Collateral Agent, such Released Guarantor shall, subject to this Section 10.4(b) if such Released Guarantor shall again become a Guarantor, be released from its obligations under the Guaranty.

Release of Security Interest or Guaranty; Release of Guarantor. (a) Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate Parent, Spinco or any of Parent Issuertheir respective Subsidiaries) that is permitted by this Agreement or the Intercreditor Agreement or to which Required Holders have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Guarantor to any Person (other than an Affiliate Parent, Spinco or any of Parent Issuertheir respective Subsidiaries) that is permitted by this Agreement or to which Required Holders have otherwise consented, for which Parent Issuer or any of the Guarantors desire to obtain a security interest release or a release of the Guaranty from the Holders, Parent Issuer or such Guarantor shall deliver an Officer’s Certificate to the Holders and the Collateral Agent (i) stating that the Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and the Intercreditor Agreement and (ii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transactiontransaction and certifying whether such sale constitutes an Asset Sale. Upon the receipt of such Officer’s Certificate, the Collateral Agent shallshall execute and deliver, at Parent Issuer’s expenseexpense and without representation, so long as the Collateral Agent (a) does not know that the facts stated warranty or recourse, such releases of its security interest in such Officer’s Certificate are not true Collateral or such Guaranty as may be reasonably requested and correct and (b)prepared by Issuer or such Guarantor; provided that, if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, the Collateral Agent shall have first received evidence satisfactory to it written confirmation from the Required Holders that arrangements satisfactory to the Required Holders have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14; provided further that, execute notwithstanding the foregoing, this Section 10.4(a) shall not apply to (A) any release pursuant to Section 10.4(c) or (B) the disposition of the Capital Stock of Spinco in accordance with the exercise of the Holder Call Right. Notwithstanding anything herein contained to the contrary, if the Issuer sells or otherwise disposes of all or substantially all of the Collateral, it shall deliver to the Collateral Agent an Officer’s Certificate and deliveran opinion of counsel to the Parent or the Issuer in form and substance reasonably satisfactory to the Collateral Agent, at Parent Issuer’s expense each stating that such sale or disposition is authorized and without representation warranty or recourse, permitted by the terms of this Agreement and the other Note Documents and that all conditions precedent provided in this Agreement and the other Note Documents for such releases of its security interest in such Collateral or such Guaranty as may be reasonably requested by Parent Issuer or such Guarantortransaction have been complied with. (b) If (i) a Guarantor (a “Released Guarantor”) shall have been unconditionally and absolutely released as a guarantor of and obligor with respect to any and all Indebtedness and such release is not part of a plan of financing that contemplates such Guarantor guarantying any other Indebtedness of Parent Issuer the Company or becoming a co-obligor with respect thereto, and (ii) no Default or Event of Default shall have occurred and be continuing, Parent Issuer the Company may deliver to the Collateral Agent an Officer’s Certificate to such effect and from and after the date such Officer’s Certificate is delivered to the Collateral Agent, such Released Guarantor shall, subject to this Section 10.4(b) if such Released Guarantor shall again become a Guarantor, be released from its obligations under the Guaranty.

Release of Security Interest or Guaranty; Release of Guarantor. (a) Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate of Parent Issuerthe Company) that is permitted by this Agreement or the Intercreditor Agreement or to which Required Holders have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Guarantor to any Person (other than an Affiliate of Parent Issuerthe Company) that is permitted by this Agreement or to which Required Holders have otherwise consented, for which Parent Issuer the Company or any of the Guarantors desire to obtain a security interest release or a release of the Guaranty from the HoldersHolders of the Notes, Parent Issuer the Company or such Guarantor shall deliver an Officer’s 's Certificate to the Holders and the Collateral Agent (i) stating that the Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and (ii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transaction. Upon the receipt of such Officer’s 's Certificate, the Collateral Agent shall, at Parent Issuer’s the Company's expense, so long as the Collateral Agent (a) does not know has no reason to believe that the facts stated in such Officer’s 's Certificate are not true and correct and (b), if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, shall have received evidence satisfactory to it that arrangements satisfactory to the Required Holders it have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14, execute and deliver, at Parent Issuer’s expense and without representation warranty or recourse, deliver such releases of its security interest in such Collateral or such Guaranty Guaranty, as may be reasonably requested by Parent Issuer the Company or such Guarantor.. 70 (b) If (i) a Guarantor (a “Released Guarantor”"RELEASED GUARANTOR") shall have been unconditionally and absolutely released as a guarantor of and obligor with respect to any and all Indebtedness and such release is not part of a plan of financing that contemplates such Guarantor guarantying any other Indebtedness of Parent Issuer the Company or becoming a co-obligor with respect thereto, and (ii) no Default or Event of Default shall have occurred and be continuing, Parent Issuer the Company may deliver to the Collateral Agent an Officer’s 's Certificate to such effect and from and after the date such Officer’s 's Certificate is delivered to the Collateral Agent, such Released Guarantor shall, subject to this Section 10.4(b) if such Released Guarantor shall again become a Guarantor, be released from its obligations under the Guaranty.

Release of Security Interest or Guaranty; Release of Guarantor. (a) Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate of Parent Issuerthe Company) that is permitted by this Agreement or the Intercreditor Agreement or to which Required Holders have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Guarantor to any Person (other than an Affiliate of Parent Issuerthe Company) that is permitted by this Agreement or to which Required Holders have otherwise consented, for which Parent Issuer the Company or any of the Guarantors desire to obtain a security interest release or a release of the Guaranty from the Holders, Parent Issuer the Company or such Guarantor shall deliver an Officer’s Certificate to the Holders and the Collateral Agent (i) stating that the Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and (ii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transaction. Upon the receipt of such Officer’s Certificate, the Collateral Agent shall, at Parent Issuerthe Company’s expense, so long as the Collateral Agent (a) does not know that the facts stated in such Officer’s Certificate are not true and correct and (b), if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, shall have received evidence satisfactory to it that arrangements satisfactory to the Required Holders have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14, execute and deliver, at Parent Issuerthe Company’s expense and without representation warranty or recourse, such releases of its security interest in such Collateral or such Guaranty as may be reasonably requested by Parent Issuer the Company or such Guarantor. (b) If (i) a Guarantor (a “Released Guarantor”) shall have been unconditionally and absolutely released as a guarantor of and obligor with respect to any and all Indebtedness and such release is not part of a plan of financing that contemplates such Guarantor guarantying any other Indebtedness of Parent Issuer the Company or becoming a co-obligor with respect thereto, and (ii) no Default or Event of Default shall have occurred and be continuing, Parent Issuer the Company may deliver to the Collateral Agent an Officer’s Certificate to such effect and from and after the date such Officer’s Certificate is delivered to the Collateral Agent, such Released Guarantor shall, subject to this Section 10.4(b) if such Released Guarantor shall again become a Guarantor, be released from its obligations under the Guaranty.

Release of Security Interest or Guaranty; Release of Guarantor. (a) Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate of Parent Issuer) that is permitted by this Agreement or the Intercreditor Agreement or to which Required Holders have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Guarantor to any Person (other than an Affiliate of Parent Issuer) that is permitted by this Agreement or to which Required Holders have otherwise consented, for which Parent Issuer or any of the Guarantors desire to obtain a security interest release or a release of the Guaranty from the Holders, Parent Issuer or such Guarantor shall deliver an Officer’s Certificate to the Holders and the Collateral Agent (i) stating that the Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and (ii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transaction. Upon the receipt of such Officer’s Certificate, the Collateral Agent shall, at Parent Issuer’s expense, so long as the Collateral Agent (a) does not know that the facts stated in such Officer’s Certificate are not true and correct and (b), if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, shall have received evidence satisfactory to it that arrangements satisfactory to the Required Holders have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14, execute and deliver, at Parent Issuer’s expense and without representation warranty or recourse, such releases of its security interest in such Collateral or such Guaranty as may be reasonably requested by Parent Issuer or such Guarantor. (b) If (i) a Guarantor (a “"Released Guarantor”") shall have been unconditionally and absolutely released as a guarantor of and obligor with respect to any and all Indebtedness and such release is not part of a plan of financing that contemplates such Guarantor guarantying any other Indebtedness of Parent Issuer or becoming a co-obligor with respect thereto, and (ii) no Default or Event of Default shall have occurred and be continuing, Parent Issuer may deliver to the Collateral Agent an Officer’s Certificate to such effect and from and after the date such Officer’s Certificate is delivered to the Collateral Agent, such Released Guarantor shall, subject to this Section 10.4(b) if such Released Guarantor shall again become a Guarantor, be released from its obligations under the Guaranty.

Release of Security Interest or Guaranty; Release of Guarantor. (a) Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate Parent, Issuer or any of Parent Issuertheir respective Subsidiaries) that is permitted by this Agreement or the Intercreditor Agreement or to which Required Holders or, if expressly required by the terms of this Agreement, the Supermajority Holders, have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Guarantor to any Person (other than an Affiliate Parent, Issuer or any of Parent Issuertheir respective Subsidiaries) that is permitted by this Agreement or to which Required Holders or, if expressly required by the terms of this Agreement, Supermajority Holders, have otherwise consented, for which Parent Issuer or any of the Guarantors desire to obtain a security interest release or a release of the Guaranty from the Holders, Parent Issuer or such Guarantor shall deliver an Officer’s Certificate to the Holders and the Collateral Agent (i) stating that the Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and the Intercreditor Agreement and (ii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transactiontransaction and certifying whether such sale constitutes an Asset Sale. Upon the receipt of such Officer’s Certificate, the Collateral Agent shall, at Parent Issuer’s expense, so long as the Collateral Agent (a) does not know that the facts stated in such Officer’s Certificate are not true and correct and (b), if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, shall have received evidence satisfactory to it that arrangements satisfactory to the Required Holders have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14, execute and deliver, at Parent Issuer’s expense and without representation representation, warranty or recourse, such releases of its security interest in such Collateral or such Guaranty as may be reasonably requested and prepared by Parent Issuer or such Guarantor; provided that, if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, the Collateral Agent shall have first received written confirmation from the Required Holders or, if expressly required by the terms of this Agreement, Supermajority Holders, that arrangements satisfactory to the Required Holders or, if expressly required by the terms of this Agreement, Supermajority Holders, have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14; provided further that, notwithstanding the foregoing, this Section 10.4(a) shall not apply to (i) any release pursuant to Section 10.4(c) or (ii) any Net Proceeds of any Spinco Disposition held by the Collateral Agent in accordance with Section 8.1(c) irrespective of whether the Notes have been redeemed in whole or in part with such Net Proceeds. Notwithstanding anything herein contained to the contrary, if the Issuer sells or otherwise disposes of all or substantially all of the Collateral, it shall deliver to the Collateral Agent an Officer’s Certificate and an opinion of counsel to the Parent or the Issuer in form and substance reasonably satisfactory to the Collateral Agent, each stating that such sale or disposition is authorized and permitted by the terms of this Agreement and the other Note Documents and that all conditions precedent provided in this Agreement and the other Note Documents for such transaction have been complied with. (b) If (i) a Guarantor (a “Released Guarantor”) shall have been unconditionally and absolutely released as a guarantor of and obligor with respect to any and all Indebtedness and such release is not part of a plan of financing that contemplates such Guarantor guarantying any other Indebtedness of Parent Issuer or becoming a co-obligor with respect thereto, and (ii) no Default or Event of Default shall have occurred and be continuing, Parent Issuer may deliver to the Collateral Agent an Officer’s Certificate to such effect and from and after the date such Officer’s Certificate is delivered to the Collateral Agent, such Released Guarantor shall, subject to this Section 10.4(b) if such Released Guarantor shall again become a Guarantor, be released from its obligations under the Guaranty; provided that the foregoing shall not apply to any release pursuant to Section 10.4(c). (c) Upon the occurrence of the Cross-Collateral Release Date or the consummation of the Merger, the Liens of the Collateral Agent in the Collateral (other than the Spinco Assets) securing the Third Lien Obligations shall automatically be released and the Guaranty of each Guarantor (excluding each Subsidiary of Issuer that is a Guarantor) shall automatically be released. Upon receipt by Collateral Agent of an Officer’s Certificate of Acquiror certifying that the Acquiror has exercised the Acquiror Call Right and that all conditions precedent contained in the Acquiror Call Right Agreement have been fulfilled or that the Merger has been consummated, as applicable, the Collateral Agent shall execute and deliver, at Acquiror’s expense and without representation, warranty or recourse, such documentation evidencing the release of the security interests granted by each Guarantor (excluding each Subsidiary of Issuer that is a Guarantor) in the Collateral and the Guaranty of each Guarantor (excluding each Subsidiary of Issuer that is a Guarantor) as may be reasonably prepared and requested by Issuer, Parent or Acquiror. From and after the Cross-Collateral Release Date, Parent and its Subsidiaries (excluding Issuer and its Subsidiaries) shall be released from their obligations under this Agreement and the other Note Documents and thereafter, Issuer and its Subsidiaries shall be solely responsible for the payment and performance of the obligations under this Agreement and the other Note Documents.

Release of Security Interest or Guaranty; Release of Guarantor. (a) Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate of Parent Issuerthe Company) that is permitted by this Agreement or the Intercreditor Agreement or to which Required Holders have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Guarantor to any Person (other than an Affiliate of Parent Issuerthe Company) that is permitted by this Agreement or to which Required Holders have otherwise consented, for which Parent Issuer the Company or any of the Guarantors desire to obtain a security interest release or a release of the Guaranty from the Holders, Parent Issuer the Company or such Guarantor shall deliver an Officer’s Officers Certificate to the Holders and the Collateral Agent (i) stating that the Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and (ii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transaction. Upon the receipt of such Officer’s Officers Certificate, the Collateral Agent shall, at Parent Issuer’s the Companys expense, so long as the Collateral Agent (a) does not know that the facts stated in such Officer’s Officers Certificate are not true and correct and (b), if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, shall have received evidence satisfactory to it that arrangements satisfactory to the Required Holders have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14, execute and deliver, at Parent Issuer’s the Companys expense and without representation warranty or recourse, such releases of its security interest in such Collateral or such Guaranty as may be reasonably requested by Parent Issuer the Company or such Guarantor. (b) If (i) a Guarantor (a “Released Guarantor”) shall have been unconditionally and absolutely released as a guarantor of and obligor with respect to any and all Indebtedness and such release is not part of a plan of financing that contemplates such Guarantor guarantying any other Indebtedness of Parent Issuer the Company or becoming a co-obligor with respect thereto, and (ii) no Default or Event of Default shall have occurred and be continuing, Parent Issuer the Company may deliver to the Collateral Agent an Officer’s Officers Certificate to such effect and from and after the date such Officer’s Officers Certificate is delivered to the Collateral Agent, such Released Guarantor shall, subject to this Section 10.4(b) if such Released Guarantor shall again become a Guarantor, be released from its obligations under the Guaranty.

Release of Security Interest or Guaranty; Release of Guarantor. (a) Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate of Parent Issuer) that is permitted by this Agreement or the Intercreditor Agreement or to which Required Holders have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Guarantor to any Person (other than an Affiliate of Parent Issuer) that is permitted by this Agreement or to which Required Holders have otherwise consented, for which Parent Issuer or any of the Guarantors desire to obtain a security interest release or a release of the Guaranty from the Holders, Parent Issuer or such Guarantor shall deliver an Officer’s Officers Certificate to the Holders and the Collateral Agent (i) stating that the Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and (ii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transaction. Upon the receipt of such Officer’s Officers Certificate, the Collateral Agent shall, at Parent Issuer’s Issuers expense, so long as the Collateral Agent (a) does not know that the facts stated in such Officer’s Officers Certificate are not true and correct and (b), if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, shall have received evidence satisfactory to it that arrangements satisfactory to the Required Holders have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14, execute and deliver, at Parent Issuer’s Issuers expense and without representation warranty or recourse, such releases of its security interest in such Collateral or such Guaranty as may be reasonably requested by Parent Issuer or such Guarantor. (b) If (i) a Guarantor (a “Released Guarantor”) shall have been unconditionally and absolutely released as a guarantor of and obligor with respect to any and all Indebtedness and such release is not part of a plan of financing that contemplates such Guarantor guarantying any other Indebtedness of Parent Issuer or becoming a co-obligor with respect thereto, and (ii) no Default or Event of Default shall have occurred and be continuing, Parent Issuer may deliver to the Collateral Agent an Officer’s Officers Certificate to such effect and from and after the date such Officer’s Officers Certificate is delivered to the Collateral Agent, such Released Guarantor shall, subject to this Section 10.4(b) if such Released Guarantor shall again become a Guarantor, be released from its obligations under the Guaranty.

Release of Security Interest or Guaranty; Release of Guarantor. (a) Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate Parent or any of Parent Issuerits Subsidiaries) that is permitted by this Agreement or the Intercreditor Agreement or to which Required Holders or, if expressly required by the terms of this Agreement, the Supermajority Holders, have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Guarantor to any Person (other than an Affiliate Parent or any of Parent Issuerits Subsidiaries) that is permitted by this Agreement or to which Required Holders or, if expressly required by the terms of this Agreement, the Supermajority Holders, have otherwise consented, for which Parent Issuer or any of the Guarantors desire to obtain a security interest release or a release of the Guaranty from the Holders, Parent Issuer or such Guarantor shall deliver an Officer’s Certificate to the Holders and the Collateral Agent (i) stating that the Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and the Intercreditor Agreement and (ii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transactiontransaction and certifying whether such sale constitutes an Asset Sale. Upon the receipt of such Officer’s Certificate, the Collateral Agent shall, at Parent Issuer’s expense, so long as the Collateral Agent (a) does not know that the facts stated in such Officer’s Certificate are not true and correct and (b), if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, shall have received evidence satisfactory to it that arrangements satisfactory to the Required Holders have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14, execute and deliver, at Parent IssuerParent’s expense and without representation representation, warranty or recourse, such releases of its security interest in such Collateral or such Guaranty as may be reasonably requested and prepared by Parent Issuer or such Guarantor; provided that, if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, the Collateral Agent shall have first received written confirmation from the Required Holders or, if expressly required by the terms of this Agreement, the Supermajority Holders, that arrangements satisfactory to the Required Holders or, if expressly required by the terms of this Agreement, the Supermajority Holders, have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14; provided further that, notwithstanding the foregoing, this Section 10.4(a) shall not apply to (A) any release pursuant to Section 10.4(c) or (B) the disposition of the Capital Stock of Spinco in accordance with the exercise of the Spinco Holder Call Right. Notwithstanding anything herein contained to the contrary, if the Parent sells or otherwise disposes of all or substantially all of the Collateral, it shall deliver to the Collateral Agent an Officer’s Certificate and an opinion of counsel to the Parent in form and substance reasonably satisfactory to the Collateral Agent, each stating that such sale or disposition is authorized and permitted by the terms of this Agreement and the other Note Documents and that all conditions precedent provided in this Agreement and the other Note Documents for such transaction have been complied with. (b) If (i) a Guarantor (a “Released Guarantor”) shall have been unconditionally and absolutely released as a guarantor of and obligor with respect to any and all Indebtedness and such release is not part of a plan of financing that contemplates such Guarantor guarantying any other Indebtedness of Parent Issuer or becoming a co-obligor with respect thereto, and (ii) no Default or Event of Default shall have occurred and be continuing, Parent Issuer may deliver to the Collateral Agent an Officer’s Certificate to such effect and from and after the date such Officer’s Certificate is delivered to the Collateral Agent, such Released Guarantor shall, subject to this Section 10.4(b) if such Released Guarantor shall again become a Guarantor, be released from its obligations under the Guaranty; provided that the foregoing shall not apply to any release pursuant to Section 10.4(c). (c) Upon the occurrence of the Cross-Collateral Release Date or the consummation of the Merger, the Liens of the Collateral Agent in the Spinco Assets securing the Third Lien Obligations shall automatically be released and the Guaranty of Spinco and each Subsidiary of Spinco that is a Guarantor shall automatically be released. Upon receipt by Collateral Agent of an Officer’s Certificate of Spinco certifying that the Acquiror has exercised the Acquiror Call Right and that all conditions precedent contained in the Acquiror Call Right Agreement have been fulfilled or that the Merger has been consummated, as applicable, the Collateral Agent shall execute and deliver, at Acquiror’s and Parent’s joint and several expense and without representation, warranty or recourse, such documentation evidencing the release of the security interests granted by Spinco and each Subsidiary of Spinco that is a Guarantor in the Collateral and the Guaranty of Spinco and each Subsidiary of Spinco that is a Guarantor as may be reasonably prepared and requested by Spinco. From and after the Cross-Collateral Release Date, Spinco and its Subsidiaries shall be released from their obligations under this Agreement and the other Note Documents and thereafter, Parent and its Subsidiaries (excluding Spinco and its Subsidiaries) shall be solely responsible for the payment and performance of the obligations under this Agreement and the other Note Documents.