TO THE RELEASE OF
ALL LIENS CREATED UNDER THE SECURITY DOCUMENTS, WITHOUT THE CONSENT OF ANY
HOLDER. SUBJECT TO SECTION 7.01, THE TRUSTEE SHALL BE FULLY PROTECTED IN RELYING
UPON ANY SUCH OFFICERS' CERTIFICATE.
(B)
UPON REQUEST BY THE COMPANY THEREFOR, AND RECEIPT OF ANY NECESSARY
OR PROPER INSTRUMENTS OF TERMINATION, SATISFACTION OR RELEASE PREPARED BY THE
COMPANY, THE TRUSTEE SHALL (OR, IF THE TRUSTEE IS NOT THEN THE COLLATERAL AGENT,
SHALL DIRECT THE COLLATERAL AGENT TO) EXECUTE, DELIVER OR ACKNOWLEDGE SUCH
INSTRUMENTS TO EVIDENCE THE RELEASE OF ANY LIENS CREATED UNDER THE SECURITY
DOCUMENTS PERMITTED TO BE RELEASED UNDER THIS SECTION 11.03.
(C)
NO RELEASE OF THE LIENS CREATED UNDER THE SECURITY DOCUMENTS MAY
BE MADE PURSUANT TO THE PROVISIONS OF THE SECURITY DOCUMENTS EXCEPT IN
ACCORDANCE WITH THE PROVISIONS OF THIS SECTION 11.03, INCLUDING, TO THE EXTENT
REQUIRED BY THIS SECTION 11.03, THE DELIVERY OF AN OFFICERS' CERTIFICATE STATING
THAT SUCH RELEASE IS PERMITTED HEREUNDER.
(D)
AT ANY TIME WHEN AN EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING, THE MATURITY OF THE SECURITIES HAS BEEN ACCELERATED (WHETHER BY
DECLARATION OR OTHERWISE) AND THE TRUSTEE HAS DELIVERED A NOTICE OF ACCELERATION
TO THE COLLATERAL AGENT, NO RELEASE OF LIENS CREATED UNDER THE SECURITY
DOCUMENTS MAY BE MADE IN RELIANCE ON CLAUSE (2)(A) OR (2)(B) OF PARAGRAPH (A) OF
THIS SECTION 11.03; PROVIDED THAT NOTHING IN THIS PARAGRAPH SHALL AFFECT THE
ABILITY TO EFFECT ANY SUCH RELEASE IN RELIANCE ON ANY OTHER CLAUSE OF SUCH
PARAGRAPH.
(E)
THE RELEASE OF ANY COLLATERAL FROM THE SECURITY DOCUMENTS SHALL
NOT BE DEEMED TO IMPAIR THE SECURITY UNDER THIS INDENTURE IN CONTRAVENTION OF
THE PROVISIONS HEREOF IF AND TO THE EXTENT SUCH LIENS ARE RELEASED PURSUANT TO
THE TERMS OF (I) THE INTERCREDITOR AGREEMENT OR (II) THIS INDENTURE AND THE
SECURITY DOCUMENTS. TO THE EXTENT APPLICABLE, THE COMPANY WILL CAUSE TIA §
313(B), RELATING TO REPORTS, AND TIA § 314(D), RELATING TO THE RELEASE OF
PROPERTY OR SECURITIES FROM THE LIENS OF THE SECURITY DOCUMENTS AND RELATING TO
THE SUBSTITUTION THEREFOR OF ANY PROPERTY OR SECURITIES TO BE SUBJECTED TO THE
LIENS OF THE SECURITY DOCUMENTS, TO BE COMPLIED WITH. ANY CERTIFICATE OR
97
OPINION REQUIRED BY TIA § 314(D) MAY BE MADE BY AN OFFICER OF THE COMPANY EXCEPT
IN CASES WHERE TIA § 314(D) REQUIRES THAT SUCH CERTIFICATE OR OPINION BE MADE BY
AN INDEPENDENT PERSON, WHICH PERSON WILL BE AN INDEPENDENT ENGINEER, APPRAISER
OR OTHER EXPERT SELECTED BY THE COMPANY AND APPROVED BY THE TRUSTEE IN THE
EXERCISE OF REASONABLE CARE.
SECTION 11.04.
CERTIFICATES OF THE TRUSTEE. IN THE EVENT THAT THE COMPANY
WISHES TO OBTAIN OR CONFIRM THE RELEASE OF LIENS CREATED UNDER THE SECURITY
DOCUMENTS IN ACCORDANCE WITH THIS INDENTURE AT A TIME WHEN THE TRUSTEE IS NOT
ITSELF THE COLLATERAL AGENT, AND THE COMPANY HAS DELIVERED THE CERTIFICATES AND
DOCUMENTS REQUIRED BY THE SECURITY DOCUMENTS AND SECTION 11.03, THE TRUSTEE WILL
DETERMINE WHETHER IT HAS RECEIVED ALL DOCUMENTATION REQUIRED BY TIA § 314(D) IN
CONNECTION