Common use of Requesting Release of Collateral Clause in Contracts

Requesting Release of Collateral. (a) Upon receipt of Borrower's request to release Collateral (a "Release Request"), Lender shall execute and deliver, any instruments deemed by Borrower to be reasonably necessary or reasonably appropriate to release all or a part of the Collateral from the security interests of Lender, if the provisions of this Section 12.2 have been complied with. Any such Release Request shall request Lender to execute one or more specifically described release instruments (which release instruments shall accompany such Release Request) and shall certify (i) that no Event of Default has occurred and is continuing (or with respect to a Release Request relating to any of the Security Documents, that no event of default has occurred and is continuing or would exist after giving effect thereto under the applicable Security Document), and (ii) that one of the conditions of this Section 12.2 set forth below (specifying such condition) has been fulfilled, and if such specified condition is described in clause (i) below, that the conditions of Section 12.1, if applicable, have been, or simultaneously with or immediately following the release will be, fulfilled: (1) the Collateral will be disposed of in compliance with Section 12.1; (2) the Net Proceeds from the Collateral will be immediately released to Lender to repay the Obligations; (3) the Collateral is to be released in connection with an Asset Sale made in compliance with Section 6.2; all of the conditions precedent to the termination of the Security Document under which the Lien in the Collateral to be released was created, or to the release of such Collateral from the Lien created by such Security Document, as set forth in such Security Document, have been satisfied; (4) the Collateral to be released secures, or will secure upon release, debt or other obligations that constitute First Lien Debt; or (5) the release of the Collateral to be released is required pursuant to, or is required in order to effect compliance with, the Plan or a Plan Order. (b) At the request of Borrower (or with respect to releases under the Security Documents, the grantor of the security interest thereunder), Lender shall, in lieu of releasing any Collateral pursuant to this Section 12.2, execute and deliver a Subordination Agreement with respect to such Collateral in form and substance acceptable to Lender.

Requesting Release of Collateral. (a) Upon receipt of Borrower's a Company Request or the request to release Collateral (a "Release Request")of the Trustee, Lender the Trustee shall execute and deliver, within five Business Days from the receipt of such Company Request pursuant to this Section 10.3, any instruments deemed by Borrower the Company or a Guarantor to be reasonably necessary or reasonably appropriate to release all or a part of the Collateral from the security interests Lien of Lenderthis Indenture and the Collateral Documentation, if the provisions of this Section 12.2 10.3 have been complied with. Any such Release Company Request shall request Lender the Trustee to execute one or more specifically described release instruments (which release instruments shall accompany such Release Company Request) and shall certify (i) that no Default or Event of Default has occurred and is continuing (or with respect to a Release and such Company Request relating to any of the Security Documents, that no event of default has occurred and is continuing or would exist after giving effect thereto under the applicable Security Document), and (ii) shall also certify that one of the following conditions of this Section 12.2 10.3(a) set forth below (specifying such condition) has been fulfilledbelow, and if such specified condition is described in clause (i) below, that the conditions of Section 12.110.4 or 10.5, if applicable, have been, or simultaneously with or immediately following the release will be, fulfilled: (1i) the Trustee has released such Collateral; (ii) there is a deposit of Cash Collateral in accordance with Section 10.6; (iii) the Collateral will to be disposed of in compliance with Section 12.1;released is insurance proceeds and such Collateral is used for repair, replacement or deposit as Cash Collateral ; or (2iv) the Net Proceeds from Company represents in the Company Request that the Collateral will to be immediately released to Lender to repay the Obligations; (3) the Collateral is to be released in connection with an Asset Sale made in compliance with Section 6.2; repayment of all Outstanding Notes or defeasance of the conditions precedent this Indenture pursuant to the termination provisions of the Security Document under which the Lien in the Collateral to be released was created, or to the release of such Collateral from the Lien created by such Security Document, as set forth in such Security Document, have been satisfied; (4) the Collateral to be released secures, or will secure upon release, debt or other obligations that constitute First Lien Debt; or (5) the release of the Collateral to be released is required pursuant to, or is required in order to effect compliance with, the Plan or a Plan Orderthis Indenture. (b) At In the request of Borrower (or with respect to releases event and so long as this Indenture is qualified under the Security DocumentsTrust Indenture Act, as a condition to any release of Collateral under this Section 10.3, the grantor Company shall deliver to the Trustee any certificate or opinion required by Trust Indenture Act Sections 314(c)(3) or 314(d) dated as of a date not more than 60 days prior to the date of substitution or release. In the case of the security interest thereunder), Lender shall, in lieu repayment of releasing any Collateral all Outstanding Notes or defeasance of this Indenture pursuant to the provisions of this Indenture, such certificate or opinion shall state that all of the Notes then Outstanding are to be repaid and that all of the Collateral is to be released on or after the date of payment or the deposit of funds or other property in accordance with the defeasance provisions of Article 3. (c) Any release of Collateral made in compliance with the provisions of this Section 12.2, execute 11.4 shall be deemed not to impair the Lien of this Indenture and deliver a Subordination Agreement with respect to such the Collateral Documentation in form and substance acceptable to Lendercontravention of the provisions of this Indenture.

Requesting Release of Collateral. (a) Upon receipt of Borrower's request to release Collateral (a "Release Request"), Lender the Trustee shall execute and deliver, within five Business Days from the receipt of such Release Request, any instruments deemed by Borrower the Company (or with respect to the Security Documents, the grantor of the Security Interests thereunder) to be reasonably necessary or reasonably appropriate to release all or a part of the Collateral from the security interests of LenderSecurity Interests, if the provisions of this Section 12.2 12.5 have been complied with. Any such Release Request shall request Lender the Trustee to execute one or more specifically described release instruments (which release instruments shall accompany such Release Request) and shall certify (i) that no Event of Default has occurred and is continuing (or with respect to a Release Request relating to any of the Security Documents, that no event of default has occurred and is continuing or would exist after giving effect thereto under the applicable Security Document), ) and (ii) that one of the conditions of this Section 12.2 12.5(a) set forth below (specifying such condition) has been fulfilled, and if such specified condition is described in clause (i), (ii), or (iii) below, that the conditions of Section 12.112.4, Section 12.6 or Section 12.7, if applicable, have been, or simultaneously with or immediately following the release will be, fulfilled: (1i) the Collateral will be disposed of in compliance with Section 12.112.4; (2ii) the Net Proceeds from the there is a substitution of Substitute Collateral will be immediately released to Lender to repay the Obligationsin accordance with Section 12.6; (3iii) there is a deposit of Cash Collateral in a Cash Collateral Account in accordance with Section 12.7; (iv) the Collateral to be released will be used within five business days either to make redemptions or purchases of Notes which will be delivered to the Trustee for cancellation; (v) the Collateral is to be released in connection with an Asset Sale made in compliance with Section 6.2; 4.14; (vi) all of the conditions precedent to the termination of the Security Document under which the Lien in the Collateral to be released was created, or to the release of such Collateral from the Lien created by such Security Document, as set forth in such Security Document, have been satisfied; (4vii) Holders of not less than 66 2/3% in principal amount of the then outstanding Notes have consented in writing to such release of Collateral from the Security Interests; and (viii) [Intentionally Omitted]; (ix) [Intentionally Omitted]; (x) [Intentionally Omitted]; (xi) the Collateral to be released secures, or will secure upon release, secures debt or other obligations that constitute First Lien Debt; or (5) Debt and the release of the Collateral to be released is required pursuant to, or is required in order to effect compliance with, the Plan or a Plan Order. (b) At the request of Borrower Company (or with respect to releases under the Security Documents, the grantor of the security interest Security Interest thereunder) has satisfied all the requirements for obtaining subordination of the Security Interests therein pursuant to Section 12.2(b) and such Collateral is (or will be, upon obtaining such release) encumbered by a Lien permitted pursuant to the terms of clauses (i), (l), or (o) of the definition of Permitted Liens. (xii) [Intentionally Omitted]; (xiii) [Intentionally Omitted]; (xiv) [Intentionally Omitted]; (b) As a condition to any release of Collateral under this Section 12.5, the Company shall deliver to the Trustee any certificate or opinion required by TIA Section 314(d), as to the fair value to the obligor of any Substitute Collateral and as to the fair value of any Collateral to be released, or by TIA Section 314(c), as to the fulfillment of any condition precedent to such release, dated as of a date not more than 60 days prior to the date of substitution or release. Such certificate or opinion shall state that the proposed release of Collateral will not impair the Security Interests in contravention of the provisions of this Indenture. The Person delivering such certificate or opinion must be independent with respect to the Company if required by TIA Section 314(d). (c) In addition to any certificates or opinions required by Section 12.5(b), as a condition to any release of Collateral pursuant to Section 12.6 or 12.7, the Company (or with respect to releases under the Security Documents, the grantor of the Security Interest thereunder) shall deliver to the Trustee an Opinion of Counsel to the effect that, in the opinion of such counsel, subject to necessary qualifications, exceptions or limitations, the Trustee is authorized to execute and deliver the instruments requested and such execution and delivery will not result in a violation of the terms hereof or any violation of applicable law and that either (a) all such instruments and documents have been duly and validly executed and delivered and have been properly recorded and filed so as to make effective the Security Interest intended to be created by this Indenture and the Security Documents in the Substitute Collateral or Cash Collateral to be substituted for the Collateral to be released, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, or (b) no such action is necessary to make the Security Interest in such Substitute Collateral or Cash Collateral effective. (d) At the request of the Company (or with respect to releases under the Security Documents, the grantor of the Security Interest thereunder), Lender the Trustee shall, in lieu of releasing any Collateral pursuant to this Section 12.2, execute and deliver a Subordination Agreement with respect to such Collateral in form and substance acceptable to Lender.66 75

Requesting Release of Collateral. (a) Upon receipt of Borrower's request to release Collateral (a "Release Request"), Lender the Trustee shall execute and deliver, within five Business Days from the receipt of such Release Request, any instruments prepared by the Company deemed by Borrower the Company (or with respect to the Security Documents, the grantor of the security interests thereunder) to be reasonably necessary or reasonably appropriate to release all or a part of the Collateral from the security interests of LenderSecurity Interests, if the provisions of this Section 12.2 11.4 have been complied with. Any such Release Request shall request Lender the Trustee to execute one or more specifically described release instruments (which release instruments shall accompany such Release Request) and shall certify (i) that no Event of Default has occurred and is continuing (or with respect to a Release Request relating to any of the Security Documents, that no event of default has occurred and is continuing or would exist after giving effect thereto under the applicable Security Document), ) and (ii) that one of the conditions of this Section 12.2 11.4(a) set forth below (specifying such condition) has been fulfilled), and if such specified condition is described in clause (i), (ii) or (iii) below, that the conditions of Section 12.111.3, 11.5 or 11.7, if applicable, have been, or simultaneously with or immediately following the release will be, fulfilled: (1i) the Collateral will be disposed of in compliance with Section 12.111.3; (2ii) the Net Proceeds from the there is a substitution of Substitute Collateral will be immediately released to Lender to repay the Obligationsin accordance with Section 11.5; (3iii) the Collateral is to be released in connection with an Asset Sale made in compliance with Section 6.2; will be used within five Business Days either to make redemptions or purchases of Notes which will be delivered to the Trustee for cancellation; (iv) all of the conditions precedent to the termination of the Security Document under which the Lien in the Collateral to be released was created, or to the release of such Collateral from the Lien created by such Security Document, as set forth in such Security Document, have been satisfied; (4v) the Majority Holders have consented in writing to such release of Collateral from the Security Interests; (vi) [INTENTIONALLY OMITTED]; or (vii) the Collateral to be released secures, constitutes First Lien Debt and such Collateral is (or will secure be, upon obtaining such release) encumbered by a Lien permitted pursuant to the terms of clauses (d), debt or other obligations that constitute First Lien Debt; or (5j), (q) the release and (t) of the Collateral to be released is required pursuant to, or is required in order to effect compliance with, the Plan or a Plan Orderdefinition of Permitted Lien. (b) At As a condition to any release of Collateral under this Section 11.4, the request Company shall deliver to the Trustee any certificate or opinion required by TIA Section 314(d), as to the fair value to the obligor of Borrower any Substitute Collateral and as to the fair value of any Collateral to be released, or by TIA Section 314(c), as to the fulfillment of any condition precedent to such release, dated as of a date not more than 60 days prior to the date of substitution or release. Such certificate or opinion shall state that the proposed release of Collateral will not impair the Security Interests in contravention of the provisions of this Indenture. The Person delivering such certificate or opinion must be independent with respect to the Company if required by TIA Section 314(d). (c) In addition to any certificates or opinions required by Section 11.4(b), as a condition to any release of Collateral pursuant to Section 11.5, the Company (or with respect to releases under the Security Documents, the grantor of the security interest thereunder), Lender shall) shall deliver to the Trustee an Opinion of Counsel to the effect that, in lieu the opinion of releasing any Collateral pursuant such counsel, subject to this Section 12.2necessary qualifications, exceptions or limitations, the Trustee is authorized to execute and deliver the instruments requested and such execution and delivery will not result in a Subordination Agreement violation of the terms hereof or any violation of applicable law and that either (a) all such instruments and documents have been duly and validly executed and delivered and have been properly recorded and filed so as to make effective the Security Interest intended to be created by this Indenture and the Security Documents in the Substitute Collateral or Cash Collateral to be substituted for the Collateral to be released, and reciting the details of such action or referring to prior Opinions of Counsel in which such details are given, or (b) no such action is necessary to make the Security Interest in such Substitute Collateral or Cash Collateral effective. (d) Any release or subordination of Collateral made in compliance with respect the provisions of this Section 11.4 shall be deemed not to such Collateral impair the Security Interests in form and substance acceptable to Lendercontravention of the provisions of this Indenture.

Requesting Release of Collateral. (a) Upon receipt of Borrower's request to release Collateral (a "Release Request"), Lender Agent shall execute and deliver, within five Business Days from the receipt of such Release Request, any instruments deemed by Borrower to be reasonably necessary or reasonably appropriate to release all or a part of the Collateral from the security interests of LenderAgent, if the provisions of this Section 12.2 15.2 have been complied with. Any such Release Request shall request Lender Agent to execute one or more specifically described release instruments (which release instruments shall accompany such Release Request) and shall certify (i) that no Event of Default has occurred and is continuing (or with respect to a Release Request relating to any of the Security Documents, that no event of default has occurred and is continuing or would exist after giving effect thereto under the applicable Security Document), (ii) that no Collateral included in the Borrowing Base shall be disposed of if after giving effect to such disposition (and any payment of Obligations in connection therewith) an Overadvance shall exist, and (iiiii) that one of the conditions of this Section 12.2 15.2 set forth below (specifying such condition) has been fulfilled, and if such specified condition is described in clause (i) below, that the conditions of Section 12.115.1(a), if applicable, have been, or simultaneously with or immediately following the release will be, fulfilled: (1i) the Collateral will be disposed of in compliance with Section 12.115.1(a); (2ii) the Net Proceeds from the Collateral to be released will be immediately released to Lender used within five (5) Business Days to repay the Obligations; (3iii) the Collateral is to be released in connection with an Asset Sale made in compliance with Section 6.2; all of the conditions precedent to the termination of the Security Document under which the Lien in the Collateral to be released was created, or to the release of such Collateral from the Lien created by such Security Document, as set forth in such Security Document, have been satisfied; (4iv) the Collateral to be released secures, or will secure upon release, debt or other obligations that constitute First Lien Debt; or (5v) the release of the Collateral to be released is required pursuant to, or is required in order to effect compliance with, the Plan or a Plan Order. (b) At the request of Borrower (or with respect to releases under the Security Documents, the grantor of the security interest thereunder), Lender Agent shall, in lieu of releasing any Collateral pursuant to this Section 12.215.2, execute and deliver a Subordination Agreement with respect to such Collateral in form and substance acceptable to LenderAgent.

Requesting Release of Collateral. (a) Upon receipt of Borrower's request to release Collateral (a "Release Request"), Lender the Trustee shall execute and deliver, within five Business Days from the receipt of such Release Request, any instruments deemed by Borrower the Company (or with respect to the Security Documents, the grantor of the Security Interests thereunder) to be reasonably necessary or reasonably appropriate to release all or a part of the Collateral from the security interests of LenderSecurity Interests, if the provisions of this Section 12.2 11.5 have been complied with. Any such Release Request shall request Lender the Trustee to execute one or more specifically described release instruments (which release instruments shall accompany such Release Request) and shall certify (i) that no Event of Default has occurred and is continuing (or with respect to a Release Request relating to any of the Security Documents, that no event of default has occurred and is continuing or would exist after giving effect thereto under the applicable Security Document), ) and (ii) that one of the conditions of this Section 12.2 11.5(a) set forth below (specifying such condition) has been fulfilled, and if such specified condition is described in clause (i) below, that the conditions of Section 12.111.4, if applicable, have been, or simultaneously with or immediately following the release will be, fulfilled: (1i) the Collateral will be disposed of in compliance with Section 12.111.4; (2ii) the Net Proceeds from the Collateral to be released will be immediately released used within five business days either to Lender make redemptions or purchases of Notes which will be delivered to repay the ObligationsTrustee for cancellation; (3iii) the Collateral is to be released in connection with an Asset Sale made in compliance with Section 6.2; 4.14; (iv) all of the conditions precedent to the termination of the Security Document under which the Lien in the Collateral to be released was created, or to the release of such Collateral from the Lien created by such Security Document, as set forth in such Security Document, have been satisfied; (4v) Holders of not less than 75% in principal amount of the then outstanding Notes have consented in writing to such release of Collateral from the Security Interests; (vi) the Collateral to be released secures, or will secure upon release, secures debt or other obligations that constitute First Lien DebtDebt and the Company (or with respect to releases under the Security Documents, the grantor of the Security Interest thereunder) has satisfied all the requirements for obtaining subordination of the Security Interests therein pursuant to Section 11.2(b) and such Collateral is (or will be, upon obtaining such release) encumbered by a Lien permitted pursuant to the terms of clauses (j), (l), or (o) of the definition of Permitted Liens; or (5vii) the release of the Collateral to be released is required pursuant to, or is required in order to effect compliance with, the Plan or a Plan Order. (b) As a condition to any release of Collateral under this Section 11.5, the Company shall deliver to the Trustee any certificate or opinion required by TIA ss. 314(d), as to the fair value of any Collateral to be released, or by TIA ss. 314(c), as to the fulfillment of any condition precedent to such release, dated as of a date not more than 60 days prior to the date of substitution or release. Such certificate or opinion shall state that the proposed release of Collateral will not impair the Security Interests in contravention of the provisions of this Indenture. The Person delivering such certificate or opinion must be independent with respect to the Company if required by TIA ss. 314(d). (c) At the request of Borrower the Company (or with respect to releases under the Security Documents, the grantor of the security interest Security Interest thereunder), Lender the Trustee shall, in lieu of releasing any Collateral pursuant to this Section 12.211.5, execute and deliver a Subordination Agreement with respect to such Collateral. (d) Any release or subordination of Collateral made in form and substance acceptable compliance with the provisions of this Section 11.5 shall be deemed not to Lenderimpair the Security Interests in contravention of the provisions of this Indenture.

Requesting Release of Collateral. (a) Upon receipt of Borrower's request to release Collateral (a "Release Request"), Lender the Trustee shall execute and deliver, within five Business Days from the receipt of such Release Request, any instruments deemed by Borrower the Company (or with respect to the Security Documents, the grantor of the Security Interests thereunder) to be reasonably necessary or reasonably appropriate to release all or a part of the Collateral from the security interests of LenderSecurity Interests, if the provisions of this Section 12.2 11.5 have been complied with. Any such Release Request shall request Lender the Trustee to execute one or more specifically described release instruments (which release instruments shall accompany such Release Request) and shall certify (i) that no Event of Default has occurred and is continuing (or with respect to a Release Request relating to any of the Security Documents, that no event of default has occurred and is continuing or would exist after giving effect thereto under the applicable Security Document), ) and (ii) that one of the conditions of this Section 12.2 11.5(a) set forth below (specifying such condition) has been fulfilled, and if such specified condition is described in clause (i) below, that the conditions of Section 12.111.4, if applicable, have been, or simultaneously with or immediately following the release will be, fulfilled: (1i) the Collateral will be disposed of in compliance with Section 12.111.4; (2ii) the Net Proceeds from the Collateral to be released will be immediately released used within five business days either to Lender make redemptions or purchases of Notes which will be delivered to repay the ObligationsTrustee for cancellation; (3iii) the Collateral is to be released in connection with an Asset Sale made in compliance with Section 6.2; 4.14; (iv) all of the conditions precedent to the termination of the Security Document under which the Lien in the Collateral to be released was created, or to the release of such Collateral from the Lien created by such Security Document, as set forth in such Security Document, have been satisfied; (4v) Holders of not less than 66 2/3% in principal amount of the then outstanding Notes have consented in writing to such release of Collateral from the Security Interests; (vi) the Collateral to be released secures, or will secure upon release, secures debt or other obligations that constitute First Lien DebtDebt and the Company (or with respect to releases under the Security Documents, the grantor of the Security Interest thereunder) has satisfied all the requirements for obtaining subordination of the Security Interests therein pursuant to Section 11.2(b) and such Collateral is (or will be, upon obtaining such release) encumbered by a Lien permitted pursuant to the terms of clauses (j), (l), or (o) of the definition of Permitted Liens; or (5vii) the release of the Collateral to be released is required pursuant to, or is required in order to effect compliance with, the Plan or a Plan Order. (b) As a condition to any release of Collateral under this Section 11.5, the Company shall deliver to the Trustee any certificate or opinion required by TIA Section 314(d), as to the fair value of any Collateral to be released, or by TIA Section 314(c), as to the fulfillment of any condition precedent to such release, dated as of a date not more than 60 days prior to the date of such release. Such certificate or opinion shall state that the proposed release of Collateral will not impair the Security Interests in contravention of the provisions of this Indenture. The Person delivering such certificate or opinion must be independent with respect to the Company if required by TIA Section 314(d). (c) At the request of Borrower the Company (or with respect to releases under the Security Documents, the grantor of the security interest Security Interest thereunder), Lender the Trustee shall, in lieu of releasing any Collateral pursuant to this Section 12.211.5, execute and deliver a Subordination Agreement with respect to such Collateral. (d) Any release or subordination of Collateral made in form and substance acceptable compliance with the provisions of this Section 11.5 shall be deemed not to Lenderimpair the Security Interests in contravention of the provisions of this Indenture.