Common use of Releases Following Sale of Assets Clause in Contracts

Releases Following Sale of Assets. Any Guarantor shall be released and relieved of any obligations under this Note Guarantee, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition in accordance with the provisions of SECTION 4.10 hereof if SECTION 4.10 is applicable thereto; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof if SECTION 4.10 is applicable thereto; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the written request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and discharge, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer to evidence such release and discharge. Any Guarantor not released from its obligations under this Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1a) any a sale or other transfer or disposition by the Issuer or any Subsidiary of all of the Issuer assets of any Senior Subordinated Note Guarantor, by way of merger, consolidation or otherwise, (b) a sale or other disposition of all of the capital stock of any Senior Subordinated Note Guarantor or (c) the designation of a Senior Subordinated Note Guarantor as an Unrestricted Subsidiary in accordance with the terms of the Senior subordinated Note Indenture, then such Senior Subordinated Note Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Senior Subordinated Note Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Senior Subordinated Note Guarantor) will be released and relieved of any obligations under its Subordinated Subsidiary Guarantee; provided that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of SECTION this Senior Subordinated Note Indenture, including without limitation Section 4.10 hereof if SECTION 4.10 is applicable thereto; (2) any hereof. Upon delivery by the Company to the Senior Subordinated Note Trustee of an Officer's Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the applicable provisions of SECTION 4.10 hereof if SECTION 4.10 is applicable thereto; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the written request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeSenior Subordinated Note Indenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Senior Subordinated Note Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Senior Subordinated Note Guarantor from its obligations under its Subordinated Subsidiary Guarantee. Any Senior Subordinated Note Guarantor not released from its obligations under this Note its Subordinated Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Senior Subordinated Notes and for the other obligations of any Senior Subordinated Note Guarantor under this Senior Subordinated Note Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any The Subsidiary Guarantee of a Subsidiary Guarantor shall will be released and relieved of released: (1) with respect to any obligations under this Note GuaranteeSubsidiary Guarantor other than a Principal Property Subsidiary or a Fibers Subsidiary, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) or any sale or other disposition of all of the Capital Stock of that Subsidiary Guarantor to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer a Subsidiary Guarantor or the Guarantor applies Company, provided, that the Company must apply the Net Available Cash or the Net Cash Proceeds of that Proceeds, as applicable, from such sale or other disposition in accordance with the provisions of SECTION Section 4.10 hereof if SECTION 4.10 is applicable thereto; hereof; (2) with respect to any Principal Property Subsidiary, in connection with the sale or other transfer or disposition of all any Principal Property owned by such Principal Property Subsidiary, or a sale or other disposition of the Capital Interests in any Guarantor by Stock of such Principal Property Subsidiary, provided, that the Issuer Company must apply the Net Available Cash or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds Proceeds, as applicable, from such sale or other disposition in accordance with the terms of Section 4.15 hereof; (3) with respect to the Fibers Subsidiaries, upon the consummation of a Transfer of the Fibers Business made in accordance with the terms of Section 4.16 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION 4.10 hereof if SECTION 4.10 is applicable thereto; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the written request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and discharge. Any of any Subsidiary Guarantor not released from its obligations under this Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.its Subsidiary Guarantee.

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any a sale or other transfer disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition by of all to the Issuer capital stock of any Guarantor, in each case to a Person that is not (either before or any after giving effect to such transactions) a Restricted Subsidiary of the Issuer Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of that Guarantor (including by way such Guarantor) will be released and relieved of merger or consolidation) to a Person that is not (either immediately before or any obligations under its Note Guarantee, if immediately after giving effect to such transaction) sale, there is no Default or Event of Default that has occurred and is continuing. If such Guarantor is not released and relieved of its obligations under its Note Guarantee because a Default or Event of Default has occurred and is continuing immediately after giving effect to such sale, such Guarantor will be released and relieved of such obligations as soon thereafter as all Defaults and Events of Default have been waived or cured. If the Company designates any Restricted Subsidiary that is a Guarantor or an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition Unrestricted Subsidiary in accordance with the provisions of SECTION 4.10 hereof if SECTION 4.10 is applicable thereto; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Section 4.19 hereof, such Restricted Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof if SECTION 4.10 is applicable thereto; (3) the occurrence will be released and relieved of any other transaction permissible obligations under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit FacilitiesNote Guarantee. At the written request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and discharge, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the The Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor, pursuant to the provisions of this Section 12.05, from its obligations under its Note Guarantee. Any Guarantor not released from its obligations under this its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.12. SIGNATURES Dated as of March 6, 2001 KEY ENERGY SERVICES, INC. By /s/ Xxxx X. Xxxxxx, Xx. ----------------------------------------- Name: Xxxx X. Xxxxxx, Xx. Title: Senior Vice President, General Counsel and Secretary THE CHASE MANHATTAN BANK, AS TRUSTEE By /s/ Xxxx X. Xxxxx ----------------------------------------- Name: Xxxx X. Xxxxx Title: Vice President

Releases Following Sale of Assets. Any Guarantor shall be released and relieved In the event of any obligations under this Note Guarantee, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that any Guarantor (including by way of merger or consolidation) or any sale or other disposition of all of the Capital Stock of any Guarantor, in each case to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate the Company or another Guarantor, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the Issuer, if the Issuer capital stock of such Guarantor) or the Guarantor applies corporation acquiring the Net Cash Proceeds property (in the event of that a sale or other disposition of all or substantially all of the assets of such Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided in each case that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Sections 3.09 and 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of SECTION this Indenture, including without limitation Sections 3.09 and 4.10 hereof, the Trustee will execute any documents reasonably required in order to evidence the release of any such Guarantor or other Person from its obligations under its Subsidiary Guarantee. In the event the Company designates a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.20 hereof if SECTION 4.10 is applicable thereto; (2) any or upon Legal Defeasance or satisfaction and discharge of the Notes as provided in Article 8 or Article 12 hereof, then, upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the provisions of SECTION 4.10 hereof if SECTION 4.10 is applicable thereto; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the written request of the Issuer, the IssuerIndenture, such Guarantor will be released and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with relieved of any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and discharge, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer to evidence such release and dischargeobligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall will remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor Concurrently with any sale of assets (including, if applicable, all of the Capital Stock of any Guaranteeing Subsidiary), any Liens in favor of the Trustee in the assets sold thereby shall be released and relieved of any obligations under this Note Guaranteereleased; PROVIDED that, in connection with (1) any the event of an Asset Sale, the Net Proceeds from such sale or other transfer disposition are treated in accordance with the provisions of Section 4.10 hereof. If the assets sold in such sale or other disposition by the Issuer include all or any Subsidiary substantially all of the Issuer assets of any Guaranteeing Subsidiary or all of the Capital Stock of any Guaranteeing Subsidiary, then such Guaranteeing Subsidiary (in the event of a sale or other disposition of all of the Capital Stock of such Guaranteeing Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of a Guaranteeing Subsidiary) shall be released from and relieved of its Obligations under its Subsidiary Guarantee or Section 11.03 hereof, as the case may be; PROVIDED that Guarantor (including by way i) in the event of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the IssuerAsset Sale, if the Issuer or the Guarantor applies the Net Cash Proceeds of that from such sale or other disposition are treated in accordance with the provisions of SECTION Section 4.10 hereof if SECTION 4.10 and (ii) the Company is in compliance with all other provisions of this Indenture applicable thereto; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor to such disposition. Upon delivery by the Issuer or any Subsidiary of the Issuer Company to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof if SECTION 4.10 is applicable thereto; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the written request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver of an Officer’s Officers' Certificate to the Trustee certifying that effect of the conditions to such release and dischargeforegoing, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guaranteeing Subsidiary from its Obligation under its Subsidiary Guarantee. Any Guarantor Guaranteeing Subsidiary not released from its obligations Obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of of, premium, if any, interest and interest Liquidated Damages, if any, on the Notes and for the other obligations Obligations of any Guarantor such Guaranteeing Subsidiary under this the Indenture as provided in this Article X.11.

Releases Following Sale of Assets. Any Guarantor Concurrently with any sale of assets (including, if applicable, all of the capital stock of any Guarantor), any Liens in favor of the Trustee in the assets sold thereby shall be released and relieved released; provided that any such assets are sold or disposed of any obligations under this Note Guaranteefor fair market value, evidenced by a resolution of the Board of Directors set forth in connection an Officer’s Certificate delivered to the Trustee and, provided, further, that, the foregoing proviso shall not apply to the sale or disposition of a Guarantor in a foreclosure proceeding to the extent that such proviso would be inconsistent with (1) any the Uniform Commercial Code. If the assets sold in such sale or other transfer disposition include all or disposition by the Issuer or any Subsidiary substantially all of the Issuer assets of any Guarantor or all of the capital stock of any Guarantor, then such Guarantor (in the event of a sale or other disposition of all of the capital stock of such Guarantor) or the corporation acquiring the property and such Guarantor (in the event of a sale or other disposition of all or substantially all of the assets of a Guarantor) shall automatically be released and relieved of its obligations under this Article 16, provided that Guarantor (including by way any such sale or disposition of merger all or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate substantially all of the Issuerassets of a Guarantor is sold or disposed of for fair market value, if evidenced by a resolution of the Board of Directors set forth in an Officer’s Certificate delivered to the Trustee and, provided, further, that the foregoing proviso shall not apply to the sale or disposition of a Guarantor in a foreclosure proceeding to the extent that such proviso would be inconsistent with the Uniform Commercial Code. Upon delivery by the Issuer or to the Guarantor applies Trustee of an Officers’ Certificate and an Opinion of Counsel to the Net Cash Proceeds of effect that such sale or other disposition was made by the Issuer in accordance with the provisions of SECTION 4.10 hereof if SECTION 4.10 is applicable thereto; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuerthis Indenture, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof if SECTION 4.10 is applicable thereto; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the written request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and discharge, including without limitation SECTION 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under this Note its Guarantee shall remain liable for the full amount of principal of and interest on the Notes Securities and for the other obligations of any Guarantor under this the Indenture as provided in this Article X.16.

Releases Following Sale of Assets. Any ​ In the event of a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor (including by way of consolidation, merger or amalgamation), to one or more Persons that are not (either before or after giving effect to such transaction) the Company or Restricted Subsidiaries of the Company, and such disposition complies with Sections 4.12 and 5.01 hereof, then the Subsidiary Guarantor being sold will be released from all of its obligations under its Subsidiary Guarantee and this Indenture. In addition, if (i) a Subsidiary Guarantor is designated as an Unrestricted Subsidiary in accordance with the provisions of Section 4.17 hereof, (ii) if the Company exercises its legal defeasance option or its covenant defeasance option pursuant to Article 8 hereof or if the obligations of the Company under this Indenture are discharged in accordance with the terms hereof or (iii) upon the release or discharge of all guarantees by such Subsidiary Guarantor of Indebtedness of the Company or a Subsidiary Guarantor under syndicated Credit Facilities and Capital Markets Indebtedness, then in each such case the designated Subsidiary Guarantor shall be released and relieved of any obligations under its Subsidiary Guarantee and this Note Guarantee, in connection with (1) any Indenture. Upon delivery by the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that such sale or other transfer disposition, designation, release or disposition discharge was made by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that sale or other disposition Company in accordance with the provisions of SECTION 4.10 hereof if SECTION 4.10 is applicable thereto; (2) any sale or other transfer or disposition of all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale in accordance with the provisions of SECTION 4.10 hereof if SECTION 4.10 is applicable thereto; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the written request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION 4.10 (if applicable) Section 4.12 hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested by the Issuer required in order to evidence such the release and dischargeof any Subsidiary Guarantor from its obligations under its Subsidiary Guarantee. ​ Any Subsidiary Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Subsidiary Guarantor under this Indenture as provided in this Article X.Indenture. ​

Releases Following Sale of Assets. Any In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) shall be released and relieved of any obligations under this Note its Subsidiary Guarantee; provided, in connection with (1) any sale or other transfer or disposition by the Issuer or any Subsidiary of the Issuer of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer or the Guarantor applies the Net Cash Proceeds of that such sale or other disposition are applied in accordance with the applicable provisions of SECTION this Indenture, including without limitation Section 4.10 hereof if SECTION 4.10 is applicable thereto; (2) any [ASSET SALES] hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other transfer or disposition of all of the Capital Interests in any Guarantor was made by the Issuer or any Subsidiary of the Issuer to a Person that is not (either immediately before or immediately after giving effect to such transaction) an Affiliate of the Issuer, if the Issuer applies the Net Cash Proceeds of that sale Company in accordance with the applicable provisions of SECTION 4.10 hereof if SECTION 4.10 is applicable thereto; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary or (4) the release of a Guarantor of its guarantee obligations in respect of the Credit Facilities. At the written request of the Issuer, the Issuer, such Guarantor and the Trustee shall execute a supplemental indenture evidencing such release and discharge; provided that in connection with any such supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and dischargeIndenture, including without limitation SECTION Section 4.10 (if applicable) hereof, have been satisfied, and the Trustee shall execute any documents reasonably requested required in order to evidence the release of any Guarantor from its obligations under its Subsidiary Guarantee. Upon the designation of a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, such Guarantor shall be released and relieved of its obligations under its Guarantee and this Indenture. Upon delivery by the Issuer Company to the Trustee of an Officers' Certificate and an Opinion of Counsel To the effect that such designation of such Guarantor as an Unrestricted Subsidiary was made by the Company in accordance with the provisions of this Indenture, also including without limitation Section 4.07 [RESTRICTED PAYMENTS] hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of such release and dischargeGuarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under this Note its Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article X.11.