Common use of Releases Following Sale of Assets Clause in Contracts

Releases Following Sale of Assets. 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 to the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the 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 Person acquiring the property (in the event of 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 this Indenture and its Senior Guarantee, if immediately after giving effect to such 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 Senior 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. The Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor, pursuant to the provisions of this Section 1405, from its obligations under its Senior Guarantee. Any Guarantor not released from its obligations under its Senior Guarantee shall remain liable for the full amount of principal of and interest on the Securities and for the other obligations of any Guarantor under this Indenture as provided in this Article. * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Releases Following Sale of Assets. In the event Any Guarantor shall be released and relieved of a any obligations under this Note Guarantee, in connection with (1) any sale or other transfer or disposition of all of by the assets of Issuer or any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the 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 Person acquiring the property (in the event of a sale or other disposition Issuer of all or substantially all of the assets of such Guarantorthat Guarantor (including by way of merger or consolidation) will be released and relieved of any obligations under this Indenture and its Senior Guarantee, if to a Person that is not (either immediately before or immediately after giving effect to such saletransaction) an Affiliate of the Issuer, there is no Default if the Issuer or Event the Guarantor applies the Net Cash Proceeds of Default that has occurred and is continuing. If such sale or other disposition in accordance with the provisions of Section 4.10 hereof; (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 released and relieved of its obligations under its Senior Guarantee because a Default (either immediately before or Event of Default has occurred and is continuing immediately after giving effect to such saletransaction) 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; (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 request of the Issuer, the Issuer, such Guarantor will be released and relieved of the Trustee shall execute a supplemental indenture evidencing such obligations as soon thereafter as all Defaults release and Events of Default 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 waived or cured. The satisfied, and the Trustee shall execute any documents reasonably required in order requested by the Issuer to evidence the such release of any Guarantor, pursuant to the provisions of this Section 1405, from its obligations under its Senior Guaranteeand discharge. Any Guarantor not released from its obligations under its Senior this Note Guarantee shall remain liable for the full amount of principal of and interest on the Securities Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article. * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.Article X.

Releases Following Sale of Assets. In the event Any Guarantor shall be released and relieved of a any obligations under this Note Guarantee, in connection with (1) any sale or other transfer or disposition of all of by the assets of Issuer or any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the 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 Person acquiring the property (in the event of a sale or other disposition Issuer of all or substantially all of the assets of such Guarantorthat Guarantor (including by way of merger or consolidation) will be released and relieved of any obligations under this Indenture and its Senior Guarantee, if to a Person that is not (either immediately before or immediately after giving effect to such saletransaction) an Affiliate of the Issuer, there 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 no Default applicable thereto; (2) any sale or Event other transfer or disposition of Default all of the Capital Interests in any Guarantor by the Issuer or any Subsidiary of the Issuer to a Person that has occurred and is continuing. If such Guarantor is not released and relieved of its obligations under its Senior Guarantee because a Default (either immediately before or Event of Default has occurred and is continuing immediately after giving effect to such saletransaction) 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 will be released and relieved of the Trustee shall execute a supplemental indenture evidencing such obligations as soon thereafter as all Defaults release and Events of Default 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 waived or cured. The satisfied, and the Trustee shall execute any documents reasonably required in order requested by the Issuer to evidence the such release of any Guarantor, pursuant to the provisions of this Section 1405, from its obligations under its Senior Guaranteeand discharge. Any Guarantor not released from its obligations under its Senior this Note Guarantee shall remain liable for the full amount of principal of and interest on the Securities Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article. * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.Article X.

Releases Following Sale of Assets. 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 to of the Capital Stock capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the 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 Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will shall be released and relieved of any obligations under this Indenture and its Senior Subsidiary Guarantee; provided, if immediately after giving effect to such 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 Senior 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 the Net Proceeds of such obligations as soon thereafter as all Defaults sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 [ASSET SALES] hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and Events an Opinion of Default have been waived Counsel to the effect that such sale or cured. The other disposition was made by the Company in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor, pursuant to the provisions of this Section 1405, Guarantor from its obligations under its Senior 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 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 Guarantor from its obligations under its Guarantee. Any Guarantor not released from its obligations under its Senior Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Securities Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article. * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumentArticle 11.

Releases Following Sale of Assets. In the event Any Guarantor shall be released and relieved of a any obligations under this Note Guarantee, in connection with (1) any sale or other transfer or disposition of all of by the assets of Issuer or any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the 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 Person acquiring the property (in the event of a sale or other disposition Issuer of all or substantially all of the assets of such Guarantorthat Guarantor (including by way of merger or consolidation) will be released and relieved of any obligations under this Indenture and its Senior Guarantee, if to a Person that is not (either immediately before or immediately after giving effect to such saletransaction) an Affiliate of the Issuer, there is no Default if the Issuer or Event the Guarantor applies the Net Cash Proceeds of Default that has occurred and is continuing. If such sale or other disposition in accordance with the provisions of SECTION 4.10 hereof; (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 released and relieved of its obligations under its Senior Guarantee because a Default (either immediately before or Event of Default has occurred and is continuing immediately after giving effect to such saletransaction) 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; (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 Debt Facilities. At the request of the Issuer, the Issuer, such Guarantor will be released and relieved of the Trustee shall execute a supplemental indenture evidencing such obligations as soon thereafter as all Defaults release and Events of Default 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 waived or cured. The satisfied, and the Trustee shall execute any documents reasonably required in order requested by the Issuer to evidence the such release of any Guarantor, pursuant to the provisions of this Section 1405, from its obligations under its Senior Guaranteeand discharge. Any Guarantor not released from its obligations under its Senior this Note Guarantee shall remain liable for the full amount of principal of and interest on the Securities Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article. * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.Article X.

Releases Following Sale of Assets. Concurrently with any sale of assets of any Guarantor (including, if applicable, all of the Capital Stock of any Guarantor), any Security Interest in the assets sold thereby shall be released; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 hereof. 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 to of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock Capital Stock of such GuarantorGuarantor in accordance with the provisions of this Indenture) or the Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will ), shall be released and relieved of any obligations under this Indenture and its Senior Guarantee, if immediately after giving effect to such 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 Obligations under its Senior Subsidiary Guarantee because a Default and Section 10.03 hereof; provided that in the event of an Asset Sale, the Net Proceeds from such sale or Event other disposition are treated in accordance with the provisions of Default has occurred Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officer's Certificate and is continuing immediately after giving an Opinion of Counsel to the effect to that such salesale or other disposition was made by the Company in accordance with the provisions of this Indenture, 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. The including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor, pursuant to the provisions of this Section 1405, Guarantor from its obligations Obligations under its Senior Subsidiary Guarantee. Any Guarantor not released from its obligations Obligations under its Senior Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Securities Notes and for the other obligations Obligations of any Guarantor under this Indenture as provided in this ArticleArticle 10. * * * This instrument may be executed in The release of any number of counterparts, each of which so executed Guarantor pursuant to this Section 10.04 shall be deemed to effective whether or not such release shall be an original, but all such counterparts shall together constitute but one noted on any Note then outstanding or thereafter authenticated and the same instrumentdelivered.

Releases Following Sale of Assets. 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 to the Capital Stock capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Restricted Subsidiary of the 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 Person corporation acquiring the property (in the event of 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 this Indenture and its Senior Note Guarantee, if immediately after giving effect to such 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 Senior 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 Unrestricted Subsidiary in accordance with the provisions of Section 4.19 hereof, such Restricted Subsidiary will be released and relieved of any obligations under its Note Guarantee. The Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor, pursuant to the provisions of this Section 140512.05, from its obligations under its Senior Note Guarantee. Any Guarantor not released from its obligations under its Senior Note Guarantee shall remain liable for the full amount of principal of and interest on the Securities Notes and for the other obligations of any Guarantor under this Indenture as provided in this ArticleArticle 12. * * * This instrument may be executed in any number SIGNATURES Dated as of counterpartsMarch 6, each of which so executed shall be deemed to be an original2001 KEY ENERGY SERVICES, but all such counterparts shall together constitute but one INC. By /s/ Xxxx X. Xxxxxx, Xx. ----------------------------------------- Name: Xxxx X. Xxxxxx, Xx. Title: Senior Vice President, General Counsel and the same instrument.Secretary THE CHASE MANHATTAN BANK, AS TRUSTEE By /s/ Xxxx X. Xxxxx ----------------------------------------- Name: Xxxx X. Xxxxx Title: Vice President

Releases Following Sale of Assets. In the event of a sale or other disposition of all or substantially all of the assets of any a Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Companycapital stock of a 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 Person acquiring the property (in the event of 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 this Indenture and its Senior Guarantee, if immediately after giving effect to such sale, there is no Default or Event of Default ; PROVIDED that has occurred and is continuing. If such Guarantor is not released and relieved of its obligations under its Senior 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 the Net Cash Proceeds of such obligations as soon thereafter as all Defaults sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officer's Certificate and Events an Opinion of Default have been waived Counsel to the effect that such sale or cured. The other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor, pursuant to the provisions of this Section 1405, such Guarantor from its obligations under its Senior Guarantee. In the event of the defeasance of the Notes in accordance with the terms of this Indenture, including without limitation Sections 8.02 and 8.03 hereof, and in the event of the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, then such Guarantor will be released and relieved of any obligations under its Guarantee. Any Guarantor not released from its obligations under its Senior Guarantee shall remain liable for the full amount of principal of and interest on the Securities Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article. * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumentArticle 11.

Releases Following Sale of Assets. In the event of a any sale or other disposition of all or substantially all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Restricted Subsidiary of the 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 Capital Stock of such Guarantor) or the Person corporation acquiring the property (in the event of 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 this Indenture and its Senior Note Guarantee, if immediately after giving effect to such sale, there is no Default or Event of Default ; provided that has occurred and is continuing. If such Guarantor is not released and relieved of its obligations under its Senior 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 the Net Proceeds of such obligations as soon thereafter as all Defaults sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and Events an Opinion of Default have been waived Counsel to the effect that such sale or cured. The other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee shall will execute at the Company's expense any documents reasonably required in order to evidence the release of any Guarantor, pursuant to the provisions of this Section 1405, Guarantor from its obligations under its Senior GuaranteeNote Guarantee without recourse, representation, warranty or liability of any kind. Additionally, a Guarantor will be released and relieved of any obligations under its Note Guarantee if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture. Any Guarantor not released from its obligations under its Senior Note Guarantee shall will remain liable for the full amount of principal of and interest on the Securities Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article. * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumentArticle 10.

Releases Following Sale of Assets. In the event of a sale or other disposition of all or substantially all of the assets of any a Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Companycapital stock of a 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 Person corporation acquiring the property (in the event of 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 this Indenture and its Senior Note Guarantee, if immediately after giving effect to such sale, there is no Default or Event of Default ; PROVIDED that has occurred and is continuing. If such Guarantor is not released and relieved of its obligations under its Senior 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 the Net Proceeds of such obligations as soon thereafter as all Defaults sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and Events an Opinion of Default have been waived Counsel to the effect that such sale or cured. The other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor, pursuant to the provisions of this Section 1405, Guarantor from its obligations under its Senior Note Guarantee. In the event of the defeasance of the Notes in accordance with the terms of this Indenture, including without limitation Sections 8.02 and 8.03 hereof, and in the event of the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture, then such Guarantor will be released and relieved of any obligations under its Guarantee. Any Guarantor not released from its obligations under its Senior Note Guarantee shall remain liable for the full amount of principal of and interest on the Securities Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article. * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumentArticle 11.

Releases Following Sale of Assets. In Concurrently with any sale of assets (including, if applicable, all of the event capital stock of any Guarantor), any Liens in favor of the Trustee in the assets sold thereby shall be released; provided that any such assets are sold or disposed of for fair market value, 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. If the assets sold in such sale or other disposition of include all or substantially all of the assets of any Guarantor, by way Guarantor or all of merger, consolidation or otherwise, or a sale or other disposition of all to the Capital Stock capital stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of merger, consolidation or otherwise, disposition of all of the capital stock of such Guarantor) or the Person 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 such a Guarantor) will shall automatically be released and relieved of any obligations under this Indenture and its Senior Guarantee, if immediately after giving effect to such 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 Senior Guarantee because this Article 16, provided that any such sale or disposition of all or substantially all of the assets of a Default Guarantor is sold or Event disposed of Default has occurred for fair market value, 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 to the Trustee of an Officers’ Certificate and is continuing immediately after giving an Opinion of Counsel to the effect to that such salesale or other disposition was made by the Issuer in accordance with the provisions of this Indenture, 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. The the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor, pursuant to the provisions of this Section 1405, Guarantor from its obligations under its Senior Guarantee. Any Guarantor not released from its obligations under its Senior Guarantee shall remain liable for the full amount of principal of and interest on the Securities and for the other obligations of any Guarantor under this the Indenture as provided in this Article. * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumentArticle 16.

Releases Following Sale of Assets. In The Guarantor shall be released and relieved of any obligations under this Note Guarantee in the event of a sale or other transfer or disposition of all of the Capital Interests in such Guarantor to any Person that is not an Affiliate of the Company in compliance with the terms of the Supplemental Indenture, or in the event all or substantially all the assets or Capital Interests of any Guarantorthe Guarantor are sold or otherwise transferred, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary an Affiliate of the CompanyCompany in compliance with the terms of the Supplemental Indenture, then then, without any further action on the part of the Trustee or any Holder, 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 Person concurrently acquiring the property (in the event of a sale or other disposition of all or substantially all of the such assets of such Guarantor) will shall be deemed automatically and unconditionally cancelled, released and relieved discharged of any obligations under this Indenture and its Senior Note Guarantee, as evidenced by a supplemental indenture, written instrument or confirmation executed by the Trustee, upon request; provided, however that the Company delivers an Officers’ Certificate to the Trustee certifying that the net cash proceeds of such sale or other disposition will be applied in accordance with Section 4.10 of the Supplemental Indenture and, if immediately after giving effect evidence of such cancellation, discharge or release is requested to such salebe executed by the Trustee, there is no Default or Event an Officers’ Certificate and an Opinion of Default that has occurred and is continuingCounsel complying with Section 14.05 of the Base Indenture. If such Guarantor is not released and relieved of its obligations under its Senior 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. The Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor, pursuant to the provisions of this Section 1405, from its obligations under its Senior Guarantee. Any Guarantor not released from its obligations under its Senior Guarantee this Note Guarantee, the Guarantor shall remain liable for the full amount of principal of and interest on the Securities Notes and for the other obligations of any Guarantor under this the Indenture as provided in this Article. * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.Exhibit B.

Releases Following Sale of Assets. Concurrently with any sale of assets of any Guarantor (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; provided that in the event of an Asset Sale, the Net Proceeds from such sale or other disposition are treated in accordance with the provisions of Section 4.10 hereof. 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 to of the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the Company, then such Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock Capital Stock of such GuarantorGuarantor in accordance with the provisions of this Indenture) or the Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Guarantor) will ), shall be released and relieved of any obligations under this Indenture and its Senior Guarantee, if immediately after giving effect to such 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 Obligations under its Senior Subsidiary Guarantee because a Default and Section 10.03 hereof; provided that in the event of an Asset Sale, the Net Proceeds from such sale or Event other disposition are treated in accordance with the provisions of Default has occurred Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officers' Certificate and is continuing immediately after giving an Opinion of Counsel to the effect to that such salesale or other disposition was made by the Company in accordance with the provisions of this Indenture, 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. The including, without limitation, Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor, pursuant to the provisions of this Section 1405, Guarantor from its obligations Obligations under its Senior Subsidiary Guarantee. Any Guarantor not released from its obligations Obligations under its Senior Subsidiary Guarantee shall remain liable for the full amount of principal of and interest and Liquidated Damages, if any, on the Securities Notes and for the other obligations Obligations of any Guarantor under this Indenture as provided in this ArticleArticle 10. * * * This instrument may be executed in The release of any number of counterparts, each of which so executed Guarantor pursuant to this Section 10.04 shall be deemed to effective whether or not such release shall be an original, but all such counterparts shall together constitute but one noted on any Note then outstanding or thereafter authenticated and the same instrumentdelivered.

Releases Following Sale of Assets. In the event Any Guarantor shall be released and relieved of a any obligations under this Note Guarantee, in connection with (1) any sale or other transfer or disposition of all of by the assets of Issuer or any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all to the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the 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 Person acquiring the property (in the event of a sale or other disposition Issuer of all or substantially all of the assets of such Guarantorthat Guarantor (including by way of merger or consolidation) will be released and relieved of any obligations under this Indenture and its Senior Guarantee, if to a Person that is not (either immediately before or immediately after giving effect to such saletransaction) an Affiliate of the Issuer, there is no Default if the Issuer or Event the Guarantor applies the Net Cash Proceeds of Default that has occurred and is continuing. If such sale or other disposition in accordance with the provisions of SECTION 4.10 hereof; (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 released and relieved of its obligations under its Senior Guarantee because a Default (either immediately before or Event of Default has occurred and is continuing immediately after giving effect to such saletransaction) 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; (3) the occurrence of any other transaction permissible under this Indenture pursuant to which such Guarantor ceases to be a Subsidiary; (4) the release of a Guarantor of its guarantee obligations in respect of the Debt Facilities. At the request of the Issuer, the Issuer, such Guarantor will be released and relieved the Trustee shall execute a supplemental indenture evidencing such release and discharge or (5) the consent of the requisite Holders of the Notes in accordance with SECTION 9.2, including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Notes; provided that in connection with any such obligations as soon thereafter as all Defaults supplemental indenture, the Issuer shall deliver an Officer’s Certificate to the Trustee certifying that the conditions to such release and Events of Default discharge, including without limitation SECTION 4.10 (if applicable) hereof, have been waived or cured. The satisfied, and the Trustee shall execute any documents reasonably required in order requested by the Issuer to evidence the such release of any Guarantor, pursuant to the provisions of this Section 1405, from its obligations under its Senior Guaranteeand discharge. Any Guarantor not released from its obligations under its Senior this Note Guarantee shall remain liable for the full amount of principal of and interest on the Securities Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article. * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.Article X.

Releases Following Sale of Assets. In the event of (a) a sale or other disposition of all of the assets of any Senior Subordinated Note Guarantor, by way of merger, consolidation or otherwise, or (b) a sale or other disposition of all to of the Capital Stock capital stock of any Guarantor, Senior Subordinated Note Guarantor or (c) the designation of a Senior Subordinated Note Guarantor as an Unrestricted Subsidiary in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary accordance with the terms of the CompanySenior 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 Person 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 this Indenture and its Senior Subordinated Subsidiary Guarantee, if immediately after giving effect to such sale, there is no Default or Event of Default ; provided that has occurred and is continuing. If such Guarantor is not released and relieved of its obligations under its Senior 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 the Net Proceeds of such obligations as soon thereafter as all Defaults sale or other disposition are applied in accordance with the applicable provisions of this Senior Subordinated Note Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Senior Subordinated Note Trustee of an Officer's Certificate and Events an Opinion of Default have been waived Counsel to the effect that such sale or cured. The other disposition was made by the Company in accordance with the applicable provisions of this Senior Subordinated Note Indenture, including without limitation Section 4.10 hereof, the Senior Subordinated Note Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor, pursuant to the provisions of this Section 1405, Senior Subordinated Note Guarantor from its obligations under its Senior Subordinated Subsidiary Guarantee. Any Senior Subordinated Note Guarantor not released from its obligations under its Senior Subordinated Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Securities 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. * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumentArticle 11.

Releases Following Sale of Assets. In the event of a any sale or other disposition of all or substantially all of the assets of any Guarantor (including by way of merger or consolidation) or any 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 to the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactionstransaction) a Subsidiary of the CompanyCompany 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 capital stock of such Guarantor) or the Person corporation acquiring the property (in the event of 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 this Indenture and its Senior Subsidiary Guarantee, if immediately after giving effect to such sale, there is no Default or Event of Default ; provided in each case that has occurred and is continuing. If such Guarantor is not released and relieved of its obligations under its Senior 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 the Net Proceeds of such obligations as soon thereafter as all Defaults sale or other disposition are applied in accordance with the applicable provisions of this Indenture, including without limitation Sections 3.09 and Events 4.10 hereof. Upon delivery by the Company to the Trustee of Default have been waived an Officers' Certificate and an Opinion of Counsel to the effect that such sale or cured. The other disposition was made by the Company in accordance with the provisions of this Indenture, including without limitation Sections 3.09 and 4.10 hereof, the Trustee shall will execute any documents reasonably required in order to evidence the release of any Guarantor, pursuant to the provisions of this Section 1405, such Guarantor or other Person from its obligations under its Senior Subsidiary Guarantee. In the event the Company designates a Guarantor as an Unrestricted Subsidiary in accordance with Section 4.20 hereof 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 disposition was made by the Company in accordance with the provisions of this Indenture, such Guarantor will be released and relieved of any obligations under its Subsidiary Guarantee. Any Guarantor not released from its obligations under its Senior Subsidiary Guarantee shall will remain liable for the full amount of principal of and interest on the Securities Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article. * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumentArticle 11.

Releases Following Sale of Assets. In the event of (a) a sale or other disposition of all of the assets of any Senior Note Guarantor, by way of merger, consolidation or otherwise, or (b) a sale or other disposition of all to of the Capital Stock capital stock of any Guarantor, Senior Note Guarantor or (c) the designation of a Senior Note Guarantor as an Unrestricted Subsidiary in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary accordance with the terms of the CompanySenior Note Indenture, then such Senior 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 Note Guarantor) or the Person corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Senior Note Guarantor) will be released and relieved of any obligations under this Indenture and its Senior Subsidiary Guarantee, if immediately after giving effect to such sale, there is no Default or Event of Default ; provided that has occurred and is continuing. If such Guarantor is not released and relieved of its obligations under its Senior 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 the Net Proceeds of such obligations as soon thereafter as all Defaults sale or other disposition are applied in accordance with the applicable provisions of this Senior Note Indenture, including without limitation Section 4.10 hereof. Upon delivery by the Company to the Senior Note Trustee of an Officer's Certificate and Events an Opinion of Default have been waived Counsel to the effect that such sale or cured. The other disposition was made by the Company in accordance with the applicable provisions of this Senior Note Indenture, including without limitation Section 4.10 hereof, the Senior Note Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor, pursuant to the provisions of this Section 1405, Senior Note Guarantor from its obligations under its Senior Subsidiary Guarantee. Any Senior Note Guarantor not released from its obligations under its Senior Subsidiary Guarantee shall remain liable for the full amount of principal of and interest on the Securities Senior Notes and for the other obligations of any Senior Note Guarantor under this Senior Note Indenture as provided in this Article. * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrumentArticle 10.

Releases Following Sale of Assets. 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 to the Capital Stock of any Guarantor, in each case to a Person that is not (either before or after giving effect to such transactions) a Subsidiary of the 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 Person acquiring the property (in the event of 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 this Indenture and its Senior Subordinated Guarantee, if immediately after giving effect to such 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 Senior Subordinated 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. The Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor, pursuant to the provisions of this Section 14051506, from its obligations under its Senior Subordinated Guarantee. Any Guarantor not released from its obligations under its Senior Subordinated Guarantee shall remain liable for the full amount of principal of and interest on the Securities and for the other obligations of any Guarantor under this Indenture as provided in this Article. * * * This instrument may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.