Common use of Release Upon Termination of the Company’s Obligations Clause in Contracts

Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee, in form and substance reasonably acceptable to it, an Officers’ Certificate certifying that either (1) all the obligations under this Indenture, the Notes and the Collateral Documents have been satisfied and discharged by complying with the provisions of Article 8 and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant to Section 7.07) or by the payment in full of the Company’s obligations under the Notes, this Indenture and the Collateral Documents, and all such obligations have been so satisfied, or (2) the Notes have been defeased pursuant to Article 8, in either case the Trustee shall deliver to the Company and the Notes Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Trustee pursuant to Article 8), and any rights it has under the Collateral Documents, and upon receipt by the Notes Collateral Agent of such notice, the Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and the Trustee and Notes Collateral Agent shall release the Collateral (other than funds held by the Trustee pursuant to Article 8) from such Liens at the Company’s sole cost and expense and, upon written request by the Company, shall promptly execute and deliver such documents as the Company shall reasonably request to effectuate the release of such Liens.

Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee, in form and substance reasonably acceptable to it, Trustee an Officers’ Officer’s Certificate certifying that either (1i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all the obligations other Obligations under this Indenture, the Notes and the Collateral other Notes Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid or (ii) the Company shall have been satisfied and discharged by complying exercised its Legal Defeasance option or its Covenant Defeasance option, in each case in compliance with the provisions of Article 8 8, and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant an Opinion of Counsel stating that all conditions precedent to Section 7.07) or the execution and delivery of such notice by the payment in full of the Company’s obligations under the Notes, this Indenture and the Collateral Documents, and all such obligations Trustee have been so satisfied, or (2) the Notes have been defeased pursuant to Article 8, in either case the Trustee shall deliver to the Company and the Notes Collateral Agent Trustee a notice notice, in form reasonably satisfactory to the Collateral Trustee, stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Trustee pursuant to Article 8), and any rights it has under the Collateral Documents, and upon receipt by the Notes Collateral Agent Trustee of such notice, the Notes Collateral Agent Trustee shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall do or cause to be done (at the Trustee and Notes Collateral Agent shall release expense of the Collateral (other than funds held Company) all acts reasonably requested in writing by the Trustee pursuant Company to Article 8) from release and discharge such Liens at the Company’s sole cost and expense and, upon written request by the Company, shall promptly execute and deliver such documents Lien as the Company shall soon as is reasonably request to effectuate the release of such Lienspracticable.

Release Upon Termination of the Company’s Obligations. In the event that (i) the Company delivers to the Trustee, in form and substance reasonably acceptable to it, an Officers’ Officer’s Certificate and Opinion of Counsel certifying that either (1) all the obligations Obligations under this Indenture, the Secured Notes and the Collateral Documents have been satisfied and discharged by complying with the provisions of Article 8 and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant to Section 7.07) or by the payment in full of the Company’s obligations under the Secured Notes, this Indenture and the Collateral Documents, and all such obligations Obligations have been so satisfied, or (2ii) a discharge, legal defeasance or covenant defeasance occurs under Article XIII of the Notes have been defeased pursuant Indenture with respect to Article 8the Secured Notes, in either case the Trustee shall deliver to the Company and the Notes First Lien Collateral Agent a notice stating that the Trustee, on behalf of the HoldersHolders of the Secured Notes, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Trustee pursuant to Article 8)Secured Notes, and any rights it has under the Collateral DocumentsSecured Notes, and upon receipt by the Notes First Lien Collateral Agent of such notice, the Notes First Lien Collateral Agent shall be deemed not to hold a Lien lien in the Collateral with respect to the Secured Notes on behalf of the Trustee and shall (or shall direct the Trustee and Notes First Lien Collateral Agent shall to) do or cause to be done all acts reasonably necessary to release such lien, with respect to the Collateral (other than funds held by the Trustee pursuant to Article 8) from such Liens at the Company’s sole cost and expense andSecured Notes, upon written request by the Company, shall promptly execute and deliver such documents as the Company shall soon as is reasonably request to effectuate the release of such Lienspracticable.

Release Upon Termination of the Company’s Obligations. In the event that (i) the Company delivers to the Trustee, in form and substance reasonably acceptable to it, an Officers’ Officer’s Certificate and Opinion of Counsel certifying that either (1) all the obligations Obligations under this Indenture, the Secured Notes and the Collateral Documents have been satisfied and discharged by complying with the provisions of Article 8 and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant to Section 7.07) or by the payment in full of the Company’s obligations under the Secured Notes, this Indenture and the Collateral Documents, and all such obligations Obligations have been so satisfied, or (2ii) a discharge, legal defeasance or covenant defeasance occurs under Article XII of the Notes have been defeased pursuant Indenture with respect to Article 8the Secured Notes, in either case the Trustee shall deliver to the Company and the Notes First Lien Collateral Agent a notice stating that the Trustee, on behalf of the HoldersHolders of the Secured Notes, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Trustee pursuant to Article 8)Secured Notes, and any rights it has under the Collateral DocumentsSecured Notes, and upon receipt by the Notes First Lien Collateral Agent of such notice, the Notes First Lien Collateral Agent shall be deemed not to hold a Lien lien in the Collateral with respect to the Secured Notes on behalf of the Trustee and shall (or shall direct the Trustee and Notes First Lien Collateral Agent shall to) do or cause to be done all acts reasonably necessary to release such lien, with respect to the Collateral (other than funds held by the Trustee pursuant to Article 8) from such Liens at the Company’s sole cost and expense andSecured Notes, upon written request by the Company, shall promptly execute and deliver such documents as the Company shall soon as is reasonably request to effectuate the release of such Lienspracticable.

Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee, in form and substance reasonably acceptable to it, Trustee an Officers’ Officer’s Certificate certifying that either (1i) payment in full of the principal of, premium, if any, together with accrued and unpaid interest on, the Notes and all the obligations other Obligations under this Indenture, the Notes Notes, 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, are paid or (ii) the Company shall have been satisfied and discharged by complying exercised its Legal Defeasance option or its Covenant Defeasance option, in each case in compliance with the provisions of Article 8 VIII, and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant an Opinion of Counsel stating that all conditions precedent to Section 7.07) or the execution and delivery of such notice by the payment in full of the Company’s obligations under the Notes, this Indenture and the Collateral Documents, and all such obligations Trustee have been so satisfied, or (2) the Notes have been defeased pursuant to Article 8, in either case the Trustee shall deliver to the Company and the Notes Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Trustee pursuant to Article 8)VIII), and any rights it has under the Collateral Documents, and upon receipt by the Notes Collateral Agent of such notice, the Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and the Trustee and Notes Collateral Agent shall release the Collateral (other than funds held do or cause to be done all acts reasonably requested by the Trustee pursuant Company to Article 8) from release and discharge such Liens at the Company’s sole cost and expense and, upon written request by the Company, shall promptly execute and deliver such documents Lien as the Company shall soon as is reasonably request to effectuate the release of such Lienspracticable.

Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee, in form and substance reasonably acceptable to it, Trustee an Officers’ Certificate certifying that either (1i) all the obligations under this Indenture, the Notes and the Collateral Documents have been satisfied and discharged by complying with the provisions of Article 8 and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant to Section 7.07) or by the payment in full of the Company’s obligations under principal of, together with accrued and unpaid interest on, the NotesNotes and all other First Priority Notes Obligations that are due and payable at or prior to the time such principal, this Indenture together with accrued and unpaid interest, are paid or (ii) the Collateral DocumentsCompany shall have exercised its Legal Defeasance option or their Covenant Defeasance option, in each case in compliance with the provisions of Section 8.2 or 8.3 hereof, as applicable, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such obligations notice by the Trustee have been so satisfied, or (2) the Notes have been defeased pursuant to Article 8, in either case the Trustee shall deliver to the Company and the Notes Collateral Agent Agents a notice notice, in form reasonably satisfactory to the Notes Collateral Agents, stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral solely on behalf of the Holders of the Notes without representation, warranty or recourse (other than with respect to funds held by the Trustee pursuant to Article 8)Section 8.2 or 8.3 hereof, as applicable), and any rights it has under the Collateral Documents, Documents solely on behalf of the Holders of the Notes and upon receipt by the Notes Collateral Agent Agents of such notice, the Notes Collateral Agent Agents shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and the Trustee and Notes Collateral Agent shall release the Collateral (other than funds held by the Trustee pursuant to Article 8) from such Liens at the Company’s sole cost and expense and, upon written request by the Company, shall promptly execute and deliver such all documents as and do or cause to be done (at the expense of the Company) all acts reasonably requested by the Company shall to release, without recourse, representation or warranty of any kind, and discharge such Lien as soon as is reasonably request to effectuate the release of such Lienspracticable.

Release Upon Termination of the Company’s Obligations. In the event that the Company delivers delivers, in addition to the Trustee, in form Officer’s Certificate and substance reasonably acceptable Opinion of Counsel required by Section 11.02 to it, the Trustee and the Collateral Agent an Officers’ Officer’s Certificate certifying that either (1) all the obligations under this Indenture, the Notes and the Collateral Documents have been satisfied and discharged by complying with the provisions of Article 8 and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant to Section 7.07) or by the payment in full of the Company’s obligations principal of, together with any premium and accrued and unpaid interest on, the Notes and all other Obligations under the Notes, this Indenture and the Collateral DocumentsDocuments that are due and payable at or prior to the time such principal, together with any premiums and accrued and unpaid interest, are paid, and all such obligations have been so satisfied, or (2) that it is authorized and permitted under the Indenture and the Notes have been defeased pursuant to Article 8, in either case Documents for the Trustee or the Collateral Agent to acknowledge the release of the security interests in the Collateral and execute and deliver the documents (in form and substance satisfactory to the Trustee and the Collateral Agent) prepared and requested by the Company in connection with such release, the Collateral Agent shall deliver to the Company and the Notes Collateral Agent a notice stating that the Trustee, on behalf an acknowledgement of the Holders, disclaims and gives up any and all rights it has release of such security interests in or to the Collateral (other than with respect in form and substance satisfactory to funds held the Trustee and the Collateral Agent) prepared and requested by the Company and shall execute, deliver or acknowledge (at the Company’s expense) such instruments or releases (in form and substance satisfactory to the Trustee and the Collateral Agent) prepared and requested by the Company to evidence the release and discharge of any security interests in the Collateral permitted to be released pursuant to Article 8), and any rights it has under this Indenture. Neither the Collateral Documents, and upon receipt by Trustee nor the Notes Collateral Agent of such notice, the Notes Collateral Agent shall be deemed not liable for any such release undertaken in reliance upon any such Officer’s Certificate or Opinion of Counsel, and notwithstanding any term hereof or in any other Notes Document to hold a Lien in the Collateral on behalf of contrary, the Trustee and the Trustee and Notes Collateral Agent shall release the Collateral (other than funds held by the Trustee pursuant not be under any obligation to Article 8) from such Liens at the Company’s sole cost and expense and, upon written request by the Company, shall promptly execute and deliver any such documents as the Company shall reasonably request to effectuate the release instrument of release, satisfaction, discharge or termination, unless and until it receives such LiensOfficer’s Certificate and Opinion of Counsel.

Release Upon Termination of the Company’s Obligations. In the event that (i) the Company delivers to the Trustee, in form and substance reasonably acceptable to it, an Officers’ Officer’s Certificate and Opinion of Counsel certifying that either (1) all the obligations Obligations under this Indenture, the any series of Secured Notes and the Collateral Documents have been satisfied and discharged by complying with the provisions of Article 8 and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant to Section 7.07) or by the payment in full of the Company’s obligations under the such series of Secured Notes, this Indenture and the Collateral Documents, and all such obligations Obligations have been so satisfied, or (2ii) a discharge, legal defeasance or covenant defeasance occurs under Article XI of the Notes have been defeased pursuant Indenture with respect to Article 8any series of Secured Notes, in either case the Trustee shall deliver to the Company and the Notes First Lien Collateral Agent a notice stating that the Trustee, on behalf of the HoldersHolders of the relevant series of Secured Notes, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Trustee pursuant to Article 8)such series of Secured Notes, and any rights it has under the Collateral Documentssuch series of Secured Notes, and upon receipt by the Notes First Lien Collateral Agent of such notice, the Notes First Lien Collateral Agent shall be deemed not to hold a Lien lien in the Collateral with respect to such series of Secured Notes on behalf of the Trustee and shall (or shall direct the Trustee and Notes First Lien Collateral Agent shall to) do or cause to be done all acts reasonably necessary to release the Collateral (other than funds held by the Trustee pursuant such lien, with respect to Article 8) from such Liens at the Company’s sole cost and expense andseries of Secured Notes, upon written request by the Company, shall promptly execute and deliver such documents as the Company shall soon as is reasonably request to effectuate the release of such Lienspracticable.

Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee, in form Trustee and substance reasonably acceptable to it, the Collateral Agent an Officers’ Officer’s Certificate certifying that either (1i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all the obligations other Obligations under this Indenture, the Notes Notes, 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, are paid or (ii) the Company shall have been satisfied and discharged by complying exercised its Legal Defeasance option or its Covenant Defeasance option, in each case in compliance with the provisions of Article 8 XII, and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant an Opinion of Counsel stating that all conditions precedent to Section 7.07) or the execution and delivery of such notice by the payment in full Trustee and the release of the Company’s obligations under the Notes, this Indenture and security interest of the Collateral Documents, and all such obligations Agent have been so satisfied, or (2) the Notes have been defeased pursuant to Article 8, in either case the Trustee shall deliver to the Company and the Notes Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Trustee pursuant to Article 8)XII), and any rights it has under the Collateral Documents, and upon receipt by the Notes Collateral Agent of such notice, the Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee Notes Secured Parties and shall execute or cause to be executed (at the sole expense of the Company) such documents (in form and substance satisfactory to the Trustee and Collateral Agent) evidencing the termination of such Liens for the benefit of the Notes Collateral Agent shall release the Collateral (other than funds held Secured Parties as requested in writing by the Trustee pursuant to Article 8) from Company such Liens at the Company’s sole cost and expense and, upon written request by the Company, shall promptly execute and deliver such documents Lien as the Company shall soon as is reasonably request to effectuate the release of such Lienspracticable.

Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee, in form Trustees and substance reasonably acceptable to it, Collateral Agent an Officers’ Officer’s Certificate certifying that either (1i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all the obligations other Obligations under this Indenture, the Notes Notes, 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, are paid or (ii) the Company shall have been satisfied and discharged by complying exercised its Legal Defeasance option or its Covenant Defeasance option, in each case in compliance with the provisions of Article 8 8, and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant an Opinion of Counsel stating that all conditions precedent to Section 7.07) or the execution and delivery of notice hereinafter described by the payment in full Trustees and the release of the Company’s obligations under the Notes, this Indenture and security interests of the Collateral Documents, and all such obligations Agent have been so satisfied, or (2) the Notes have been defeased pursuant to Article 8, in either case the Trustee Trustees shall deliver to the Company and the Notes Collateral Agent a notice notice, in form reasonably satisfactory to the Collateral Agent, stating that the TrusteeTrustees, on behalf of the Holders, disclaims disclaim and gives give up any and all rights it has they have in or to the Collateral (other than with respect to funds held by the Trustee Trustees pursuant to Article 8), and any rights it has they have under the Collateral Documents, and upon receipt by the Notes Collateral Agent of such notice, the Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee Trustees and shall do or cause to be done (at the Trustee and Notes Collateral Agent shall release expense of the Collateral (other than funds held Company) all acts reasonably requested by the Trustee pursuant Company to Article 8) from release and discharge such Liens at the Company’s sole cost and expense and, upon written request by the Company, shall promptly execute and deliver such documents Lien as the Company shall soon as is reasonably request to effectuate the release of such Lienspracticable.

Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee, in form Trustee and substance reasonably acceptable to it, the Collateral Agent an Officers’ Officer’s Certificate certifying that either (1i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all the obligations other Obligations under this Indenture, the Notes Notes, 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, are paid or (ii) the Company shall have been satisfied and discharged by complying exercised its Legal Defeasance option or its Covenant Defeasance option, in each case in compliance with the provisions of Article 8 XII, and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant an Opinion of Counsel stating that all conditions precedent to Section 7.07) or the execution and delivery of such notice by the payment in full Trustee and the release of the Company’s obligations under the Notes, this Indenture and security interest of the Collateral Documents, and all such obligations Agent have been so satisfied, or (2) the Notes have been defeased pursuant to Article 8, in either case the Trustee shall deliver to the Company and the Notes Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Trustee pursuant to Article 8)XII), and any rights it has under the Collateral Documents, and upon receipt by the Notes Collateral Agent of such notice, the Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee Notes Secured Parties and shall execute or cause to be executed (at the sole expense of the Company) such documents (in form and substance satisfactory to the Trustee and Notes Collateral Agent shall release Agent) evidencing the Collateral (other than funds held termination of such Liens as requested in writing by the Trustee pursuant to Article 8) from Company such Liens at the Company’s sole cost and expense and, upon written request by the Company, shall promptly execute and deliver such documents Lien as the Company shall soon as is reasonably request to effectuate the release of such Lienspracticable.

Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee, in form and substance reasonably acceptable to it, Trustee an Officers’ Certificate certifying and, solely with respect to (iii) below, an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) stating that either (1i) payment in full of the principal of, together with premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations with respect to the Notes under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with premium, if any, and accrued and unpaid interest (including additional interest, if any), are paid, (ii) all the obligations Obligations under this Indenture, the Notes and the Collateral Security Documents have been satisfied and discharged by complying with the provisions of Article 8 and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant to Section 7.07) or by the payment in full of the Company’s obligations under the Notes, this Indenture and the Collateral Documents, and all such obligations have been so satisfied, X or (2iii) the Notes Company shall have been defeased pursuant to Article 8exercised its legal defeasance option or its covenant defeasance option, in either each case in compliance with the provisions of Article VIII, the Trustee shall deliver to the Company and the Notes Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Notes Collateral (other than with respect to funds held by the Trustee pursuant to Article 8)VIII), and any rights it has under the Collateral Security Documents, and upon receipt by the Notes Collateral Agent of such notice, the Notes Collateral Agent shall be deemed not to hold a Lien in the Notes Collateral on behalf of the Trustee and the Trustee and Notes Collateral Agent shall release the Collateral (other than funds held do or cause to be done all acts reasonably requested by the Trustee pursuant Company to Article 8) from release such Liens at the Company’s sole cost and expense and, upon written request by the Company, shall promptly execute and deliver such documents Lien as the Company shall soon as is reasonably request to effectuate the release of such Lienspracticable.

Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee, in form and substance reasonably acceptable to it, Trustee an Officers’ Certificate certifying and, solely with respect to (iii) below, an Opinion of Counsel (which Opinion of Counsel may be subject to customary assumptions and exclusions) stating that either (1i) payment in full of the principal of, together with premium, if any, and accrued and unpaid interest on, the Notes and all other Obligations with respect to the Notes under this Indenture and the Security Documents that are due and payable at or prior to the time such principal, together with premium, if any, and accrued and unpaid interest (including additional interest, if any), are paid, (ii) all the obligations Obligations under this Indenture, the Notes and the Collateral Security Documents have been satisfied and discharged by complying with the provisions of Article 8 and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant to Section 7.07) or by the payment in full of the Company’s obligations under the Notes, this Indenture and the Collateral Documents, and all such obligations have been so satisfied, X or (2iii) the Notes Company shall have been defeased pursuant to Article 8exercised its legal defeasance option or its covenant defeasance option, in either each case in compliance with the provisions of Article VIII, the Trustee shall deliver to the Company and the Notes Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Notes Collateral (other than with respect to funds held by the Trustee pursuant to Article 8)VIII), and any rights it has under the Collateral Security Documents, and upon receipt by the Notes Collateral Agent of such notice, the Notes Collateral Agent shall shall, without further action by any party, automatically be deemed not to hold a Lien in the Notes Collateral on behalf of the Trustee and the Trustee and Notes Collateral Agent shall release the Collateral (other than funds held do or cause to be done all acts reasonably requested by the Trustee pursuant Company or any Guarantor to Article 8) from release such Liens at the Company’s sole cost and expense and, upon written request by the Company, shall promptly execute and deliver such documents Lien as the Company shall soon as is reasonably request to effectuate the release of such Lienspracticable.

Release Upon Termination of the Company’s Obligations. In the event that (a) If (i) the Company delivers to the Trustee, in form an Officer's Certificate and substance reasonably acceptable to it, an Officers’ Certificate Opinion of Counsel certifying that either (1) all the of its obligations under this Indenture, the Notes and the Collateral Documents Indenture have been satisfied and discharged by complying with the provisions of Article 8 and Section 7.07 VIII hereof, (except ii) all outstanding Securities issued under this Indenture shall be surrendered to the Trustee for unmatured or unasserted indemnity claims pursuant to Section 7.07cancellation, (iii) or by upon the payment in full release of the Company’s Collateral in accordance with the terms of the Collateral Documents or (iv) any other release of the Collateral as security for obligations of the Company or a Subsidiary under the NotesCredit Agreement, this Indenture and the Collateral Documents, and all such obligations have been so satisfied, or (2) the Notes have been defeased pursuant to Article 8, in either case the Trustee shall deliver to the Company and the Notes Collateral Agent a notice stating that the Trustee, for itself and on behalf of the Holders, disclaims and gives has given up any and all rights it has in or to the Collateral (other than with respect to funds held by the Trustee pursuant to Article 8)Collateral, and any rights it has under the Collateral Documents, and, upon and upon after the receipt by the Notes Collateral Agent of such notice, the Notes Collateral Agent shall no longer be deemed not to hold a the Lien in the Collateral on behalf of the Trustee for the benefit of the Holders. Notwithstanding the foregoing, the conditions set forth in the foregoing sentence shall not be required to be satisfied in connection with, and the Trustee and Notes Collateral Agent nothing contained in this Indenture shall release the Collateral (other than funds held by the Trustee pursuant to Article 8) from such Liens at the Company’s sole cost and expense andlimit or otherwise affect, upon written request by the Company, shall promptly execute and deliver such documents as the Company shall reasonably request to effectuate the release of such Liensthe Collateral as security for the Senior Notes, or any part of it, pursuant to the Collateral Documents or action of the lenders under the Credit Agreement. (b) Any release of Collateral made in compliance with this Section 11.7 shall not be deemed to impair the Lien under the Collateral Documents or the Collateral thereunder in contravention of the provisions of this Indenture or the Collateral Documents. SECTION 11.8.

Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee, in form and substance reasonably acceptable to it, Trustee an Officers’ Officer’s Certificate certifying that either (1i) payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all the obligations other Obligations under this Indenture, the Notes Notes, the Guarantees and the Collateral Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid or (ii) the Company shall have been satisfied and discharged by complying exercised its Legal Defeasance option or their Covenant Defeasance option, in each case in compliance with the provisions of Article 8 VIII, and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant an Opinion of Counsel stating that all conditions precedent to Section 7.07) or the execution and delivery of such notice by the payment in full of the Company’s obligations under the Notes, this Indenture and the Collateral Documents, and all such obligations Trustee have been so satisfied, or (2) the Notes have been defeased pursuant to Article 8, in either case the Trustee shall deliver to the Company and the Notes Collateral Agent a notice notice, in form reasonably satisfactory to the Collateral Agent, stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Trustee pursuant to Article 8)VIII), and any rights it has under the Collateral Security Documents, and upon receipt by the Notes Collateral Agent of such noticenotice that complies with the requirements of Section 6.12(a) of the Collateral Agency Agreement , the Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and shall do or cause to be done (at the Trustee and Notes Collateral Agent shall release expense of the Collateral (other than funds held Company) all acts reasonably requested by the Trustee pursuant Company to Article 8) from release and discharge such Liens at the Company’s sole cost and expense and, upon written request by the Company, shall promptly execute and deliver such documents Lien as the Company shall soon as is reasonably request to effectuate the release of such Lienspracticable.

Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee, in form and substance reasonably acceptable to it, an Officers’ Officer’s Certificate certifying that either (1i) payment in full of the principal of, together with accrued and unpaid interest (including Additional Interest, if any) on, all of the obligations Notes and all other Obligations under this Indenture, the Notes Guarantees and the Collateral Documents Documents, that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including Additional Interest, if any), are paid or (ii) the Company shall have been satisfied and discharged by complying exercised its legal defeasance option or its covenant defeasance option, in compliance with the provisions of Article 8 8, or its satisfaction and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant discharge option, in compliance with the provisions of Article 12 hereof, in each case with respect to Section 7.07) or by the payment in full all of the Company’s obligations under the Notes, this Indenture and the Collateral Documents, and all such obligations have been so satisfied, or (2) the Notes have been defeased pursuant to Article 8, in either case the Trustee shall deliver to the Company and the Notes Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (other than its rights under Section 7.07 and with respect to funds held by the Trustee pursuant to Article 8)8 and Article 12), and any rights it has under the Collateral Documents, and upon receipt by the Notes Collateral Agent of such notice, the Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and the Trustee upon request of and Notes Collateral Agent shall release the Collateral (other than funds held by the Trustee pursuant to Article 8) from such Liens at the Company’s sole cost and expense and, upon written request by the Company, shall promptly execute and deliver such documents as of the Company shall execute any release documents prepared by the Company and do or cause to be done all other acts reasonably request necessary to effectuate the release of such LiensLien.

Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee, in form and substance reasonably acceptable to it, Trustee an Officers’ Certificate certifying that either (1i) all the obligations under this Indenture, the Notes and the Collateral Documents have been satisfied and discharged by complying with the provisions of Article 8 and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant to Section 7.07) or by the payment in full of the Company’s obligations under principal of, together with accrued and unpaid interest on, the NotesNotes and all other First Priority Notes Obligations that are due and payable at or prior to the time such principal, this Indenture together with accrued and unpaid interest, are paid or (ii) the Collateral DocumentsCompany shall have exercised its Legal Defeasance option or their Covenant Defeasance option, in each case in compliance with the provisions of Section 8.2 or 8.3 hereof, as applicable, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such obligations notice by the Trustee have been so satisfied, or (2) the Notes have been defeased pursuant to Article 8, in either case the Trustee shall deliver to the Company and the Notes Collateral Agent Agents a notice notice, in form reasonably satisfactory to the Notes Collateral Agents, stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral solely on behalf of the Holders of the Notes without representation, warranty or recourse (other than with respect to funds held by the Trustee pursuant to Article 8)Section 8.2 or 8.3 hereof, as applicable), and any rights it has under the Collateral Documents, Documents solely on behalf of the Holders of the Notes and upon receipt by the Notes Collateral Agent Agents of such notice, the Notes Collateral Agent Agents shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and the Trustee and Notes Collateral Agent shall release the Collateral (other than funds held by the Trustee pursuant to Article 8) from such Liens at the Company’s sole cost and expense and, upon written request by the Company, shall promptly execute and deliver such all documents as and do or cause to be done (at the expense of the Company) all acts reasonably requested by the Company shall to release and discharge such Lien as soon as is reasonably request to effectuate the release of such Lienspracticable.

Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee, in form and substance reasonably acceptable to it, Trustee an Officers’ Certificate certifying that either (1i) all the obligations under this Indenture, the Notes and the Collateral Documents have been satisfied and discharged by complying with the provisions of Article 8 and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant to Section 7.07) or by the payment in full of the Company’s obligations under principal of, together with accrued and unpaid interest on, the NotesNotes of a series and all other First Priority Notes Obligations in respect of such series that are due and payable at or prior to the time such principal, this Indenture together with accrued and unpaid interest, are paid or (ii) the Collateral DocumentsCompany shall have exercised its Legal Defeasance option or their Covenant Defeasance option in respect of a series, in each case in compliance with the provisions of Section 8.2 or 8.3, as applicable, and an Opinion of Counsel stating that all conditions precedent to the execution and delivery of such obligations notice by the Trustee have been so satisfied, or (2) the Notes have been defeased pursuant to Article 8, in either case the Trustee shall deliver to the Company and the Notes Collateral Agent Agents a notice notice, in form reasonably satisfactory to the Notes Collateral Agents, stating that the Trustee, on behalf of the HoldersHolders of such series, disclaims and gives up any and all rights it has in or to the Collateral solely on behalf of the Holders of the Notes of such series and not with respect to the Notes of any other series without representation, warranty or recourse (other than with respect to funds held by the Trustee pursuant to Article 8)Section 8.2 or 8.3, as applicable), and any rights it has under the Collateral DocumentsDocuments solely on behalf of the Holders of the Notes of such series and not with respect to the Notes of any other series, and upon receipt by the Notes Collateral Agent Agents of such noticenotice with respect to each series of Notes, the Notes Collateral Agent Agents shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and the Trustee and Notes Collateral Agent shall release the Collateral (other than funds held by the Trustee pursuant to Article 8) from such Liens at the Company’s sole cost and expense and, upon written request by the Company, shall promptly execute and deliver such all documents as and do or cause to be done (at the expense of the Company) all acts reasonably requested by the Company shall to release and discharge such Lien as soon as is reasonably request to effectuate the release of such Lienspracticable.

Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee, in form and substance reasonably acceptable to it, Trustee an Officers’ Officer’s Certificate certifying that either (1i) payment in full of the principal of, together with accrued and unpaid interest (including additional interest, if any) on, the Notes and all the obligations other Obligations under this Indenture, the Notes Guarantees and the Collateral Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest (including additional interest, if any), are paid or (ii) the Company shall have been satisfied and discharged by complying exercised its legal defeasance option or its covenant defeasance option, in each case in compliance with the provisions of Article 8 and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant to Section 7.07) or by the payment in full of the Company’s obligations under the Notes, this Indenture and the Collateral Documents, and all such obligations have been so satisfied, or (2) the Notes have been defeased pursuant to Article 8, in either case the Trustee shall deliver to the Company and the Notes Collateral Agent Trustee a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Trustee pursuant to Article 8), and any rights it has under the Collateral Security Documents, and upon receipt by the Notes Collateral Agent Trustee of such noticenotice and otherwise pursuant to in accordance with Section 4.4(a) of the Collateral Trust Agreement, the Notes Collateral Agent Trustee shall not be deemed not to hold a Lien in the Collateral on behalf securing the Notes outstanding under the Indenture or any other Obligations under the Indenture, and the right of the Trustee Holders of the Notes and such Obligations to the Trustee benefits and proceeds of the Notes Collateral Agent shall release Trustee’s Lien on the Collateral (other than funds held by will terminate and be discharged in accordance with Section 4.4(a) of the Trustee pursuant to Article 8) from such Liens at the Company’s sole cost and expense and, upon written request by the Company, shall promptly execute and deliver such documents as the Company shall reasonably request to effectuate the release of such LiensCollateral Trust Agreement.

Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee, in form and substance reasonably acceptable to it, an Officers’ ' Certificate certifying that either (1) all the obligations under this Indenture, the Notes Securities and the Collateral Security Documents have been satisfied and discharged by complying with the provisions of Article 8 and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant to Section 7.07) or by the payment in full of the Company’s 's obligations under the NotesSecurities, this Indenture and the Collateral Security Documents, and all such obligations have been so satisfied, or (2) the Notes Securities have been defeased pursuant to Article 8, in either case the Trustee shall deliver to the Company and the Notes Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Trustee pursuant to Article 8), and any rights it has under the Collateral Security Documents, and upon receipt by the Notes Collateral Agent of such notice, the Notes Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and the Trustee and Notes Collateral Agent shall release the Collateral (other than funds held by the Trustee pursuant to Article 8) from such Liens at the Company’s 's sole cost and expense and, upon written request by the Company, shall promptly execute and deliver such documents as the Company shall reasonably request to effectuate the release of such Liens.

Release Upon Termination of the Company’s Obligations. In the event that the Company delivers to the Trustee, in form and substance reasonably acceptable to it, Trustee an Officers’ Certificate certifying that either (1i) payment in full of the principal of, together with accrued and unpaid interest on, the Securities and all other Obligations of the obligations Company and the Subsidiary Guarantors to the Noteholder Secured Parties under this Indenture, the Notes Securities, the Subsidiary Guarantees, the Intercreditor Agreement and the Collateral Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid (other than contingent indemnification obligations, if any, that, pursuant to the terms of this Indenture and the Security Documents, survive the termination thereof) or (ii) the Company shall have been satisfied and discharged by complying exercised its legal defeasance option or its covenant defeasance option, in each case in compliance with the provisions of Article 8 8, and Section 7.07 (except for unmatured or unasserted indemnity claims pursuant an Opinion of Counsel stating that all conditions precedent to Section 7.07) or the execution and delivery of such notice by the payment in full of the Company’s obligations under the Notes, this Indenture and the Collateral Documents, and all such obligations Trustee have been so satisfied, or (2) the Notes have been defeased pursuant to Article 8, in either case the Trustee shall deliver to the Company and the Notes Noteholder Collateral Agent a notice stating that the Trustee, on behalf of the Holders, disclaims and gives up any and all rights it has in or to the Collateral (other than with respect to funds held by the Trustee pursuant to Article 8), and any rights it has under the Collateral Security Documents, and upon receipt by the Notes Noteholder Collateral Agent of such notice, the Notes Noteholder Collateral Agent shall be deemed not to hold a Lien in the Collateral on behalf of the Trustee and the Trustee and Notes Collateral Agent shall do or cause to be done all acts reasonably necessary to release the Collateral (other than funds held by the Trustee pursuant to Article 8) from such Liens at the Company’s sole cost and expense and, upon written request by the Company, shall promptly execute and deliver such documents Lien as the Company shall soon as is reasonably request to effectuate the release of such Lienspracticable. SECTION 11.10.