Common use of Lien Releases; Care of Collateral Clause in Contracts

Lien Releases; Care of Collateral. The Lenders authorize the Agent to release or subordinate any Lien with respect to any Collateral (a) upon Full Payment of the Obligations, (b) that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, or other disposition permitted by this Agreement which the Borrowers certify in writing to the Agent is permitted pursuant to the terms of this Agreement or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement (and the Agent may rely conclusively on any such certificate without further inquiry), (c) that does not constitute Collateral with a book value greater than $10,000,000 during any calendar year, or (d) with the written consent of all Lenders. The Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borrower, or is cared for, protected, insured, or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected, or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of the Lenders hereby directs the Agent to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness of such release.

Lien Releases; Care of Collateral. The Lenders (a) Canadian Facility Secured Parties hereby authorize the Agent and any Security Trustee to release or subordinate any Lien with respect to any Canadian Facility Collateral (ai) upon Full Payment of the Canadian Facility Obligations, ; (bii) that is the subject of a disposition or Lien that Borrower Agent certifies in writing is an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, or other asset disposition permitted by this Agreement which the Borrowers certify in writing to the Agent is permitted pursuant to the terms of this Agreement Section 10.2.5 or is subject to a Lien which the Borrowers certify is a Permitted Lien Encumbrance entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement or Security Trustees’ Liens, as applicable (and the Agent and Security Trustees may rely conclusively on any such certificate without further inquiry), ; (ciii) that does not constitute a material part of the Canadian Facility Collateral; (iv) that is required to be released pursuant to the terms of any intercreditor agreement pertaining to any Canadian Facility Collateral; or (v) subject to Section 14.1, with the consent of Required Lenders. Canadian Facility Secured Parties hereby authorize Agent and Security Trustees to subordinate their Liens to any Purchase Money Lien or other Lien entitled to priority under this Agreement. (b) UK Facility Secured Parties hereby authorize Agent and any Security Trustee to release any Lien with respect to any UK Facility Collateral (i) upon Full Payment of the UK Facility Obligations; (ii) that is the subject of a disposition or Lien that Borrower Agent certifies in writing is an asset disposition permitted by Section 10.2.5 or a Permitted Encumbrance entitled to priority over Agent’s or Security Trustees’ Liens, as applicable (and Agent and Security Trustees may rely conclusively on any such certificate without further inquiry); (iii) that does not constitute a material part of the UK Facility Collateral; (iv) that is required to be released pursuant to the terms of any intercreditor agreement pertaining to any UK Facility Collateral; or (v) subject to Section 14.1, with the consent of Required Lenders. UK Facility Secured Parties hereby authorize Agent and Security Trustees to subordinate their Liens to any Purchase Money Lien or other Lien entitled to priority under this Agreement. (c) U.S. Facility Secured Parties hereby authorize Agent and any Security Trustee to release any Lien with respect to any U.S. Facility Collateral (i) upon Full Payment of the Obligations; (ii) that is the subject of a book value greater than $10,000,000 during disposition or Lien that Borrower Agent certifies in writing is an asset disposition permitted by Section 10.2.5 or a Permitted Encumbrance entitled to priority over Agent’s or Security Trustees’ Liens, as applicable (and Agent and Security Trustees may rely conclusively on any calendar yearsuch certificate without further inquiry); (iii) that does not constitute a material part of the U.S. Facility Collateral; (iv) that is required to be released pursuant to the terms of the Intercreditor Agreement; or (v) subject to Section 14.1, with the consent of Required Lenders. The U.S. Facility Secured Parties hereby authorize Agent and Security Trustees to subordinate their Liens to any Purchase Money Lien or other Lien entitled to priority under this Agreement. (d) with the written consent of all Lenders. The Agent shall have has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of . (e) In each case as specified in this Section 12.3.1, Agent and any Security Trustee will (and each Secured Party authorizes Agent and Security Trustee to), at the Lenders hereby directs the Agent to Borrowers’ expense, execute and deliver to the applicable Obligor such documents as such Obligor may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Security Documents or file to subordinate its interest in such termination statements and partial release statements and do such things as are necessary item, or to release such Guarantor from its obligations under the Guaranties, in each case in accordance with the terms of the Loan Documents and this Section 12.3. 1. This Agreement and the security interest of the Secured Parties in the Collateral provided hereunder shall terminate upon the Full Payment of the Obligations (other than contingent obligations for indemnification, expense reimbursement, tax gross-up or subordinate any Liens yield protection in each case as to which no claim has been asserted or is reasonably expected to be asserted). A Guarantor shall automatically be released from its obligations under the Loan Documents and the security interest of the Secured Parties in the Collateral of such Guarantor shall be automatically released in the event that all the Equity Interests of such Guarantor shall be sold, transferred or subordinated otherwise disposed of to a person that is not an Affiliate of a Borrower in accordance with the terms of this Agreement and the other Loan Documents; provided that the Required Lenders (or, if required by the terms of this Agreement, such Lenders specified in this Agreement) shall have consented to such sale, transfer or other disposition (to the extent required by this Agreement and the other Loan Documents) and the terms of such consent did not provide otherwise. The security interest of the Secured Parties in any Collateral that is sold, transferred or otherwise disposed of in accordance with this Agreement and the other Loan Documents (including pursuant to this Section 12.2.1 upon a waiver or amendment of the effectiveness terms hereof) shall automatically terminate and be released, and such Collateral shall be sold free and clear of such releasethe security interest created by the Loan Documents.

Lien Releases; Care of Collateral. The Lenders (a) Secured Parties authorize the Agent and Security Trustee to release or subordinate any Lien with respect to any Collateral (ai) upon Full Payment of the Obligations, Obligations or in connection with a liquidation or dissolution permitted under Section 10.2.7; (bii) that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, or other disposition permitted by this Agreement which the Borrowers certify applicable Borrower Agent certifies in writing to the Agent is permitted pursuant to the terms of this Agreement or is subject to a disposal permitted under Section 10.2.5 or a Lien which the Borrowers certify applicable Borrower Agent certifies is a Permitted Lien permitted under Section 10.2.2 and entitled to priority over the Agent’s and Security Trustee’s Liens pursuant to the terms of this Agreement (including any subordination or release contemplated by Section 10.2.1(m)) (and the Agent or Security Trustee, as applicable, may rely conclusively on any such certificate without further inquiry), ; (ciii) that does not constitute Collateral a material part of the Collateral; (iv) following an Event of Default, in connection with a book value greater than $10,000,000 during any calendar year, an enforcement action and realization on Collateral; or (dv) with the written consent of the Required Lenders; provided that, a release of all or substantially all of the Collateral shall require the written consent of all Lenders. The Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Agent’s or any Security Trustee’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each . (b) Secured Parties authorize Agent and Security Trustee to release (i) any Obligor (other than a Borrower) from its guaranty of the Lenders hereby directs Obligations if such Person becomes an Unrestricted Subsidiary or Excluded Subsidiary as a result of a transaction permitted under the Agent to execute and deliver Loan Documents or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens ceases to be released or subordinated pursuant to this Section 12.2.1 upon a Subsidiary as a result of a transaction permitted under the effectiveness Loan Documents; and (ii) Nuvera Fuel Cells, LLC from its guaranty of such releasethe Obligations if it becomes a non-Wholly Owned Restricted Subsidiary after the Closing Date as a result of a transaction permitted under the Loan Documents.

Lien Releases; Care of Collateral. (a) The Lenders Canadian Facility Secured Parties authorize the Agent to release or subordinate any Lien with respect to any Canadian Facility Collateral (ai) upon Full Payment of the Canadian Facility Obligations, ; (bii) that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, or other disposition permitted by this Agreement a Disposition which the Borrowers certify Loan Party Agent certifies in writing to the Agent is permitted pursuant to the terms of this Agreement a Permitted Asset Disposition or is subject to a Lien which the Borrowers certify Loan Party Agent certifies is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement (and the Agent may rely conclusively on any such certificate without further inquiry), ; (ciii) that does not constitute is Canadian Facility Collateral of a Guarantor whose Guarantee is being released in accordance with a book value greater than $10,000,000 during any calendar year, Section 12.2.1 or consists of equity interests in such Guarantor whose Guarantee is being released in accordance with Section 12.2.1; or (div) with the written consent of all Canadian Lenders. . (b) The U.S. Facility Secured Parties authorize the Agent to release any Lien with respect to any U.S. Facility Collateral (i) upon Full Payment of the U.S. Facility Obligations; (ii) that is the subject of a Disposition which the Loan Party Agent certifies in writing to the Agent is a Permitted Asset Disposition or is a Lien which the Loan Party Agent certifies is a Permitted Lien entitled to priority over the Agent’s Liens (and the Agent may rely conclusively on any such certificate without further inquiry); (iii) that is U.S. Facility Collateral of a Guarantor whose Guarantee is being released in accordance with Section 12.2.1 or consists of equity interests in such Guarantor whose Guarantee is being released in accordance with Section 12.2.1; or (iv) with the written consent of all U.S. Lenders. (c) The Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a BorrowerLoan Party, or is cared for, protected, insured, insured or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of the Lenders hereby directs the Agent to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness of such release.

Lien Releases; Care of Collateral. The Lenders authorize hereby irrevocably agree that the Liens granted to Agent to release or subordinate any Lien with respect to by the Obligors on any Collateral shall be automatically released (a) in the case of all Obligors, in full, upon Full Payment of the ObligationsPayment, (b) that is upon the subject sale or other disposition of an Asset Sale such Collateral (including without limitation, as part of or in connection with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, any other sale or other disposition permitted by this Agreement which the Borrowers certify in writing hereunder) to any Person other than another Obligor to the Agent extent such sale or other disposition is permitted pursuant to the terms of this Agreement or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to made in compliance with the terms of this Agreement (and the Agent may rely conclusively on a certificate to that effect provided to it by any such certificate Obligor upon its reasonable request without further inquiry), (c) that does not constitute to the extent such Collateral with a book value greater than $10,000,000 during any calendar yearis comprised of property leased to an Obligor, upon termination or expiration of such lease, (d) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of Lenders whose consent may be required in accordance with Section 14.1.1), (e) to the extent the Property constituting such Collateral is owned by any Subsidiary, upon the release of such Subsidiary from its obligations under this Agreement upon a disposition of such Subsidiary permitted under the terms of this Agreement (it being understood that any such disposed of Subsidiary shall be released from all of its obligations under the Loan Documents in connection therewith), (f) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents, and (g) in connection with any election by an Obligor to have any items of Collateral serve as collateral for Collateral Refinancing Debt or be sold in connection with a Permitted Sale Leaseback, with the written result that the value of each such item of Collateral is not included in calculating Availability under the Revolving Credit Facility. Lenders hereby authorize Agent to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of all Lendersany Lender. The Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured, insured or encumbered, nor to assure that the Agent’s 's Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of the Lenders hereby directs the Agent to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness of such release.

Lien Releases; Care of Collateral. The Lenders Secured Parties authorize the Agent to release or subordinate any Lien with respect to on any Collateral (a) upon Full Payment of the Obligations, ; (b) that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, a disposition or other disposition permitted by this Agreement which the Borrowers certify Lien that Borrower Agent certifies in writing to the Agent is permitted pursuant to the terms of this Agreement a Permitted Asset Disposition or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement (and the Agent may rely conclusively on any such certificate without further inquiry), ; (c) that does not constitute Collateral with a book value greater than $10,000,000 during any calendar year, or material part of the Collateral; (d) that is owned by an Obligor that is released from its obligations under the Loan Documents in accordance with the written terms of the Loan Documents; or (e) subject to Section 14.1, with the consent of all Required Lenders. The Secured Parties authorize Agent shall have to release any Obligor from its obligations under the Loan Documents if such Person is no longer required to be an Obligor as a result of a transaction permitted under the Loan Documents. Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each To the extent required under the laws of the Lenders any foreign jurisdiction, each Secured Party hereby directs the grants to Agent any required power of attorney to take any action with respect to Collateral or to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon Loan Document on the effectiveness of such releaseSecured Party’s behalf.

Lien Releases; Care of Collateral. The Lenders authorize hereby irrevocably agree that the Liens granted to the Agent to release or subordinate any Lien with respect to by the Obligors on any Collateral shall be automatically released (a) in the case of all Obligors, in full, upon Full Payment of the ObligationsPayment, (b) that is upon the subject sale or other disposition of an Asset Sale such Collateral (including without limitation, as part of or in connection with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, any other sale or other disposition permitted by this Agreement which the Borrowers certify in writing hereunder) to any Person other than another Obligor to the Agent extent such sale or other disposition is permitted pursuant to the terms of this Agreement or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to made in compliance with the terms of this Agreement (and the Agent may rely conclusively on a certificate to that effect provided to it by any such certificate Obligor upon its reasonable request without further inquiry), (c) that does not constitute to the extent such Collateral with is comprised of property leased to a book value greater than $10,000,000 during any calendar yearObligor, upon termination or expiration of such lease, (d) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with this Section 14.1.1), (e) to the written consent extent the property constituting such Collateral is owned by any Subsidiary, upon the release of such Subsidiary from its obligations under this Agreement upon a disposition of such Subsidiary permitted under the terms of this Agreement (it being understood that any such disposed of Subsidiary shall be released from all Lendersof its obligations under the Loan Documents in connection therewith) and (f) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of the Agent pursuant to the Security Documents. The Lenders hereby authorize the Agents to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borrower, or is cared for, protected, insured, insured or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of the Lenders hereby directs the Agent to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness of such release.

Lien Releases; Care of Collateral. The (a) Lenders authorize the Agent to release or subordinate any Lien with respect to any Collateral (ai) upon Full Payment full and final cash payment of the all Secured Obligations, ; (bii) that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, or other asset disposition permitted by this Agreement to a non-Borrower which the Borrowers certify in writing to the Agent is permitted pursuant to the terms of this Agreement a Permitted Transfer or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to and should not constitute Collateral under the terms of this Agreement hereof (and the Agent may rely conclusively on any such certificate without further inquiry), ; (ciii) that does not constitute Collateral with a book value greater than $10,000,000 during any calendar year, or material part of the Collateral; (div) with the written consent of all Lenders; or (v) owned by a Borrower which is released from its Secured Obligations in accordance with Section 7.12, and Lenders authorize Agent to release a Borrower from its Secured Obligations in accordance with Section 7.12. The Agent and the Lenders agree that Agent shall execute and deliver all documents reasonably requested by any Borrower to effect or otherwise evidence such release described in clauses (i), (ii), (iv) or (v) above (and, if requested by Agent in connection with such execution and delivery, Borrowers shall certify to Agent that any applicable sale or disposition is being made in compliance with the terms of this Agreement (and Agent may rely conclusively on any such certificate, without further inquiry)). Any such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens (other than those expressly being released) upon (or obligations of the Borrowers in respect of) all interests retained by the Borrowers, including the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (b) Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borrower, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of the Lenders hereby directs the Agent to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness of such release.

Lien Releases; Care of Collateral. The Lenders Secured Parties authorize the Agent to release or subordinate any Lien with respect to on any Collateral (a) upon Full Payment of the Obligations, ; (b) that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, a disposition or other disposition permitted by this Agreement which the Borrowers certify Lien that Borrower Agent certifies in writing to the Agent is permitted pursuant to the terms of this Agreement a Permitted Asset Disposition or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s 's Liens pursuant to the terms of this Agreement (and the Agent may rely conclusively on any such certificate without further inquiry), ; (c) that does not constitute Collateral with a book value greater than $10,000,000 during any calendar year, or material part of the Collateral; (d) that is owned by an Obligor that is released from its obligations under the Loan Documents in accordance with the written terms of the Loan Documents; or (e) subject to Section 14.1, with the consent of all Required Lenders. The Secured Parties authorize Agent shall have to release any Obligor from its obligations under the Loan Documents if such Person is no longer required to be an Obligor as a result of a transaction permitted under the Loan Documents. Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Agent’s 's Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each To the extent required under the laws of the Lenders any foreign jurisdiction, each Secured Party hereby directs the grants to Agent any required power of attorney to take any action with respect to Collateral or to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon Loan Document on the effectiveness Secured Party's behalf. Table of such release.Contents

Lien Releases; Care of Collateral. The Lenders Secured Parties authorize the Administrative Agent to to, and the Administrative Agent shall, (1) release or subordinate any Lien with respect to any Collateral (a) upon Full Payment of the Obligations, ; (b) that is the subject of an a Permitted Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, or other disposition permitted by this Agreement which the Borrowers certify in writing to the Agent is permitted pursuant to the terms of this Agreement or is subject Disposition to a Lien which Person that is not an Obligor (and the Borrowers Administrative Agent may request that the Obligors certify that such disposition is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement (Asset Disposition and the Agent may rely conclusively on any such certificate without further inquiry), ; it being agreed that such release shall not extend to the Net Cash Proceeds thereof; (c) that does not constitute Collateral subject to Section 14.1, with a book value greater than $10,000,000 during any calendar year, or the prior written consent of the Required Lenders; and (d) with if the written consent Collateral subject to such Lien is owned by an Obligor, upon release of all Lenderssuch Obligor from its obligations under the Loan Documents pursuant to the following clause (2) and (2) upon request of an Obligor, release any Obligor from its obligations under the Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. Secured Parties authorize the Administrative Agent to subordinate its Liens only to any Purchase Money Lien or other Permitted Lien expressly entitled to senior priority hereunder. The Administrative Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Administrative Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of Upon request by the Administrative Agent at any time, the Required Lenders hereby directs will confirm in writing the Agent to execute and deliver or file such termination statements and partial release statements and do such things as are necessary Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Liens to be released or subordinated Guarantor from its obligations under the Guaranty pursuant to this Section 12.2.1 upon 12.2. 1. If any Collateral is disposed pursuant to a Permitted Asset Disposition to any Person other than an Obligor, such Collateral (but not the effectiveness proceeds thereof, which will continue to be subject to the Liens of the Administrative Agent) shall be sold free and clear of the Liens created by the Loan Documents and the Administrative Agent shall, at the expense of the Obligors, take any and all actions reasonably requested by the Obligors to effect the foregoing (provided, that if requested by the Administrative Agent, the Obligors shall provide a certification that such releasedisposition is permitted by this Agreement).

Lien Releases; Care of Collateral. The Lenders (a) Foreign Facility Secured Parties authorize the Agent and Security Trustee to release or subordinate any Lien with respect to any Foreign Facility Collateral (ai) upon Full Payment of the Obligations, Foreign Facility Obligations or in connection with a liquidation or dissolution permitted under Section 10.2.7; (bii) that the Foreign Borrower Agent certifies in writing to Agent is subject to a disposal permitted under Section 10.2.5 or a Lien which Foreign Borrower Agent certifies is permitted under Section 10.2.2 and entitled to priority over Agent’s and Security Trustee’s Liens (and Agent or Security Trustee, as applicable, may rely conclusively on any such certificate without further inquiry); (iii) that does not constitute a material part of the subject Foreign Facility Collateral; (iv) following an Event of Default, in connection with an Asset Sale enforcement action and realization on Foreign Facility Collateral; or (including without limitation, v) with the prior written consent of the AgentRequired Borrower Group Lenders; provided that, an Asset Sale described a release of all or substantially all of the Foreign Facility Collateral shall require the written consent of all Foreign Lenders. (b) U.S. Facility Secured Parties authorize the Agent to release any Lien with respect to any U.S. Facility Collateral (i) upon Full Payment of the U.S. Facility Obligations or in clause connection with a liquidation or dissolution permitted under Section 10.2.7; (iv)(Dii) of Section 10.2.5(c)), transfer, sale, lease, or other disposition permitted by this Agreement which that the Borrowers certify U.S. Borrower Agent certifies in writing to the Agent is permitted pursuant to the terms of this Agreement or is subject to a disposal permitted under Section 10.2.5 or a Lien which the Borrowers certify U.S. Borrower Agent certifies is a Permitted Lien permitted under Section 10.2.2 and entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement (and the Agent may rely conclusively on any such certificate without further inquiry), ; (ciii) that does not constitute Collateral a material part of the U.S. Facility Collateral; (iv) following an Event of Default, in connection with a book value greater than $10,000,000 during any calendar year, an enforcement action and realization on U.S. Facility Collateral; or (dv) with the written consent of the Required Borrower Group Lenders; provided that, a release of all or substantially all of the U.S. Facility Collateral shall require the written consent of all U.S. Lenders. The Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Agent’s or any Security Trustee’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of the Lenders hereby directs the Agent to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness of such release.

Lien Releases; Care of Collateral. The Lenders authorize the Agent to release or subordinate any Lien with respect to any Collateral (a) upon Full Payment of the Obligations, ; (b) that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, or other disposition permitted by this Agreement Disposition which the Borrowers certify Borrower certifies in writing to the Agent is permitted pursuant to the terms of this Agreement a Permitted Asset Disposition or is subject to a Lien which the Borrowers certify Borrower certifies is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement (and the Agent may rely conclusively on any such certificate without further inquiry), ; (c) that does not constitute as required to effect any sale or other disposition of Collateral in connection with a book value greater than $10,000,000 during any calendar year, exercise of remedies of Agent pursuant to the Security Documents; or (d) with the written consent of all the Requisite Lenders. The Lenders hereby authorize Agent to execute and deliver any instruments, documents and agreements necessary or desirable to evidence and confirm the release of any Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of any Lender. In addition to the foregoing, if any of the Collateral shall be sold, transferred or otherwise disposed of by any Obligor in a transaction permitted by the Credit Agreement, such Collateral shall be automatically released from the Liens and security interests created by the Loan Documents and the Agent, at the request and sole expense of such Obligor, shall execute and deliver to such Obligor all releases or other documents reasonably necessary or desirable for the release of the Liens created hereby on such Collateral (including such documents as such Obligor shall reasonably request to evidence such release). Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borrowerany Obligor, or is cared for, protected, insured, insured or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of the Lenders hereby directs the Agent to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness of such release.

Lien Releases; Care of Collateral. The Lenders Secured Parties authorize the Collateral Agent to release or subordinate any Lien with respect to any Collateral (a) upon Full Payment of the Secured Obligations, ; (b) that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, a sale, lease, license, consignment, transfer or other disposition permitted by this Agreement which the Borrowers certify Administrative Borrower certifies in writing to the Administrative Agent and Collateral Agent is permitted by Section 6.06 (provided that no Lien shall be released in any Series of Cash Neutral Transactions or, except as provided in the second to last sentence of this Section 10.02(a), in any Asset Sale to another Loan Party) (and the Agents may rely conclusively on any such certificate without further inquiry); provided that with respect to the release of any Liens over assets of Holdings on or after the date of the Qualified Canadian Borrower IPO, such release shall be subject to the Permitted Holdings Collateral Release Provisions; (c) that does not constitute a material part of the Collateral; (d) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to Section 7.09; provided that with respect to the terms release of this Agreement Holdings as a Guarantor, the release of any Liens over assets of Holdings on or is after the date of the Qualified Canadian Borrower IPO shall be subject to the Permitted Holdings Collateral Release Provisions; (e) that is the subject of a Lien which the Borrowers certify Administrative Borrower certifies in writing to Administrative Agent and Collateral Agent is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement permitted by Section 6.02(n)(x) or (y) (and the Agent may rely conclusively on any such certificate without further inquiry), ; (c) that does not constitute Collateral with a book value greater than $10,000,000 during any calendar year, or (df) with the written consent of the Required Lenders or such other number of Lenders whose consent is required under Section 11.02; or (g) to the extent such Lien attaches to property that would otherwise constitute Excluded Property (including property of an Excluded Collateral Subsidiary in connection with the designation of a Loan Party as an Excluded Collateral Subsidiary); provided that, notwithstanding the foregoing, (1) [reserved], (2) each Agent’s Lien on any Revolving Credit Priority Collateral transferred by any Borrower to Holdings or any of its Subsidiaries that is not a Borrower shall not be released pursuant to the terms of this Agreement, any other Loan Document, or otherwise unless the Administrative Agent has received an updated Borrowing Base Certificate reflecting the removal of such Revolving Credit Priority Collateral from the Borrowing Bases, and upon such removal the Funding Conditions shall be satisfied, and (3) if, in connection with such release pursuant to a transaction permitted by this Agreement, a Borrower would either be released from all Lendersof its Obligations or the Liens on all Collateral of such Borrower would be released, then such release shall be subject to the satisfaction of the Borrower Release Conditions. The Secured Parties authorize Collateral Agent to subordinate or release its Liens to any a Lien permitted hereunder that secures a Purchase Money Obligation or Capital Lease Obligation permitted hereunder. No Agent shall have no any obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a BorrowerLoan Party, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Collateral Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each As of the Lenders Amendment No. 1 Effective Date, notwithstanding anything to the contrary in the Intercreditor Agreement, and as permitted by Section 2.4(b)(i) of the Intercreditor Agreement, each Secured Party hereby directs unconditionally (i) (x) terminates each Mortgage in respect of Real Property located in the Agent to execute United States, Quebec, and deliver or file such termination statements the Ouro Preto Real Property located in Brazil, and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon (y) releases (1) the effectiveness of such release.equipment

Lien Releases; Care of Collateral. The Lenders Secured Parties authorize the Agent to release or subordinate any Lien with respect to on any Collateral (a) upon Full Payment of the Obligations, ; (b) that is the subject of a disposition or Lien that Borrower certifies in writing is an Asset Sale Disposition permitted under Section 10.2.6 (including without limitation, other than any sale or conveyance of any assets to Eddy County in connection with the prior written consent of the Agent, an Asset Sale described in clause (iv)(DIRB Transactions) of Section 10.2.5(c)), transfer, sale, lease, or other disposition permitted by this Agreement which the Borrowers certify in writing to the Agent is permitted pursuant to the terms of this Agreement or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement (and the Agent may rely conclusively on any such certificate without further inquiry), ; (c) if such Collateral is owned by a Subsidiary Guarantor that does not constitute Collateral ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder (including as a result of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with a book value greater than $10,000,000 during any calendar yearthe requirements set forth in the definition thereof), as certified in writing by Borrower (and Agent may rely conclusively on such certificate without further inquiry); or (d) subject to Section 14.1, with the written consent of all Required Lenders. The Secured Parties authorize Agent shall have to subordinate its Liens to any Lien entitled to priority hereunder. Secured Parties also authorize Agent to release any Subsidiary Guarantor from its Guaranty and its other obligations under the Loan Documents to the extent that such Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder (including as a result of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the requirements set forth in the definition thereof), as certified in writing by Borrower (and Agent may rely conclusively on such certificate without further inquiry). Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each To the extent required under the laws of the Lenders any foreign jurisdiction, each Secured Party hereby directs the grants to Agent any required power of attorney to take any action with respect to Collateral or to execute any Loan Document on the Secured Party’s behalf. Any sale or conveyance of any assets to Eddy County in connection with the IRB Transactions shall be subject to all Liens thereon created under the Loan Documents, and deliver such Liens created under the Loan Documents shall continue in effect after such sale or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness of such releaseconveyance.

Lien Releases; Care of Collateral. The Lenders Secured Parties authorize the Collateral Agent to release or subordinate any Lien with respect to any Collateral (a) upon Full Payment of the Secured Obligations, ; (b) that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, a sale, lease, license, consignment, transfer or other 1160299.01-CHISR1160299.03H-CHISR02A - MSW disposition permitted by this Agreement which the Borrowers certify Administrative Borrower certifies in writing to the Administrative Agent and Collateral Agent is permitted by Section 6.06 (provided that no Lien shall be released in any Series of Cash Neutral Transactions or in, except as provided in the second to last sentence of this Section 10.02(a), in any Asset Sale to another Loan Party) (and the Agents may rely conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of the Collateral; (d) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to Section 7.09; (e) that is the terms subject of this Agreement or is subject to a Lien which the Borrowers certify Administrative Borrower certifies in writing to Administrative Agent and Collateral Agent is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement permitted by Section 6.02(n)(x) or (y) (and the Agent may rely conclusively on any such certificate without further inquiry), ; (c) that does not constitute Collateral with a book value greater than $10,000,000 during any calendar year, or (df) with the written consent of the Required Lenders or such other number of Lenders whose consent is required under Section 11.02; or (g) to the extent such Lien attaches to property that would otherwise constitute Excluded Property (including property of an Excluded Collateral Subsidiary in connection with the designation of a Loan Party as an Excluded Collateral Subsidiary); provided that, notwithstanding the foregoing, (1) Aleris Belgium shall not be released from any obligations hereunder or under any Loan Documents unless it has complied with the requirements set forth in Section 2.24, (2) each Agent’s Lien on any Revolving Credit Priority Collateral transferred by any Borrower to AV Metals, Holdings or any of their respective Subsidiaries that is not a Borrower shall not be released pursuant to the terms of this Agreement, any other Loan Document, or otherwise unless the Administrative Agent has received an updated Borrowing Base Certificate reflecting the removal of such Revolving Credit Priority Collateral from the Borrowing Bases, and upon such removal the Funding Conditions shall be satisfied, and (3) if, in connection with such release pursuant to a transaction permitted by this Agreement, a Borrower would either be released from all Lendersof its Obligations or the Liens on all Collateral of such Borrower would be released, then such release shall be subject to the satisfaction of the Borrower Release Conditions. The Secured Parties authorize Collateral Agent to subordinate or release its Liens to any a Lien permitted hereunder that secures a Purchase Money Obligation or Capital Lease Obligation permitted hereunder. No Agent shall have no any obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a BorrowerLoan Party, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Collateral Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each As of the Lenders Amendment No. 1 Effective Date, notwithstanding anything to the contrary in the Intercreditor Agreement, and as permitted by Section 2.4(b)(i) of the Intercreditor Agreement, each Secured Party hereby unconditionally (i) (x) terminates each Mortgage in respect of Real Property located in the United States, Quebec, and the Ouro Preto Real Property located in Brazil, and (y) releases (1) the equipment and inventory owned by the Brazilian Guarantor that is located in Ouro Preto Brazil, and (2) the Real Property located in the United States, Quebec, and the Ouro Preto Real Property located in Brazil, in the case of clauses (1) and (2), from securing the Secured Obligations, and agrees that such Real Property and such Brazilian inventory and equipment shall not constitute “Collateral” or “Mortgaged Property” for any purposes hereunder or under any other Loan Document, and (ii) authorizes and directs (x) the Administrative Agent or the Collateral Agent, as applicable, at the Borrowers’ sole cost and expense, promptly upon receipt thereof, to execute and deliver to the Designated Company documents and agreements that release and discharge the Mortgages and Liens encumbering 1160299.01-CHISR1160299.03H-CHISR02A - MSW the Real Property located in the United States, Quebec, and the Ouro Preto Real Property located in Brazil, and to otherwise evidence the release and discharge of the equipment and inventory owned by the Brazilian Guarantor that is located in Ouro Preto Brazil, and (y) any Borrower or file any of its Subsidiaries to record or cause any title company, attorney, or other Person to record such termination statements documents and partial agreements effecting such releases and discharges in the United States, Quebec and Brazilian land title records (or local equivalent) and, in the case of such Brazilian inventory and equipment, any applicable filing offices in Brazil, in each case as determined by such Borrower or such Subsidiary. Each Secured Party acknowledges as of the Amendment No. 1 Effective Date, that mortgages over Real Property located in the United States in favor of the Term Loan Administrative Agent or the Term Loan Collateral Agent, as the case may be, shall remain in full force and effect, irrespective of the releases described in the immediately preceding sentence, and that no mortgages over Real Property located in the United States shall be entered into to secure the Secured Obligations from and after the Amendment No. 1 Effective Date. Notwithstanding anything to the contrary above, if Intellectual Property or Real Property (and related fixtures) that constitutes Collateral is transferred pursuant to a transaction permitted by the Loan Documents from a Loan Party to another Loan Party (other than AV Minerals or Holdings) and the applicable Intellectual Property or Real Property filing office requires the release statements and do such things as are necessary of the existing Lien in favor of the Collateral Agent prior to reflecting the transfer in the register, then the Collateral Agent shall be permitted, without the consent of any Lender or any other Person, to release its Lien in respect of such Intellectual Property or subordinate any Liens Real Property (and related fixtures) in order to be released or subordinated pursuant effect such transfer so long as (i) the Transfer Conditions are satisfied at the time of such transfer and the Designated Company shall have certified the same to this Section 12.2.1 upon the Administrative Agent and the Collateral Agent, (ii) substantially concurrently with the effectiveness of such releasetransfer, such Intellectual Property and/or Real Property is pledged to the Collateral Agent to secure the Obligations on terms substantially the same as the pledge that is released by the Collateral Agent, (iii) the priority of the new Lien in favor of the Collateral Agent, whether pursuant to the Intercreditor Agreement or otherwise, is the same as that of the original Lien, and (iv) the Liens on such Intellectual Property or Real Property (and related fixtures) in favor of holders of Indebtedness under the Term Loan Documents or any Term Loan Credit Agreement Refinancing Indebtedness, Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt, Additional Senior Secured Indebtedness and Junior Secured Indebtedness are also released substantially concurrently with the release granted by the Collateral Agent. Notwithstanding the foregoing, where Intellectual Property and Real Property (and related fixtures) can be transferred pursuant to an assignment and assumption or similar agreement in a manner that would avoid the need to release the Liens in favor of the Collateral Agent as described in the preceding sentence, then the Loan Parties shall effect such transfer pursuant to an assignment and assumption or similar agreement.

Lien Releases; Care of Collateral. The Lenders Secured Parties authorize the Agent to release or subordinate any Lien with respect to on any Collateral (a) upon Full Payment of the Obligations, ; (b) that is the subject of a disposition or Lien that Borrower certifies in writing is an Asset Sale Disposition permitted under Section 10.2.6 (including without limitation, other than any sale or conveyance of any assets to Eddy County in connection with the prior written consent of the Agent, an Asset Sale described in clause (iv)(DIRB Transactions) of Section 10.2.5(c)), transfer, sale, lease, or other disposition permitted by this Agreement which the Borrowers certify in writing to the Agent is permitted pursuant to the terms of this Agreement or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement (and the Agent may rely conclusively on any such certificate without further inquiry), ; (c) if such Collateral is owned by a Subsidiary Guarantor that does not constitute Collateral ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder (including as a result of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with a book value greater than $10,000,000 during any calendar yearthe requirements set forth in the definition thereof), as certified in writing by Borrower (and Agent may rely conclusively on such certificate without further inquiry); or (d) subject to Section 14.1, with the written consent of all Required Lenders. The Secured Parties authorize Agent shall have to subordinate its Liens to any Lien entitled to priority hereunder. Secured Parties also authorize Agent to release any Subsidiary Guarantor from its Guaranty and its other obligations under the Loan Documents to the extent that such Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of a transaction permitted hereunder (including as a result of a designation of a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the requirements set forth in the definition thereof), as certified in writing by Xxxxxxxx (and Agent may rely conclusively on such certificate without further inquiry). Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of the Lenders hereby directs the Agent to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness of such release.any

Lien Releases; Care of Collateral. The Lenders Secured Parties authorize the Agent to release or subordinate any Lien with respect to any Collateral (a) upon Full Payment of the Obligations, (b) that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, a Disposition which Borrower Agent or other disposition permitted by this Agreement which the Borrowers certify any Borrower certifies in writing to the Agent is permitted pursuant to the terms of this Agreement an Excluded Disposition or is subject to a Lien which the Borrowers certify Borrower Agent or any Borrower certifies is a Permitted Lien entitled to priority over the Agent’s 's Liens pursuant to the terms of this Agreement (and the Agent may rely conclusively on any such certificate without further inquiry), (c) that does not constitute Collateral is the subject of any other Disposition permitted by Section 9.2.5 (other than a Disposition with a book value greater than $10,000,000 during any calendar yearrespect to which Agent's Lien is required to remain in effect as provided in clause (iii) of the proviso in Section 9.2.5) or otherwise consented to by Required Lenders, (d) that constitutes or consists of the Supply and Offtake Collateral, which release of such Lien shall occur on or after the applicable Permitted Supply and Offtake Transactions Commencement Date and concurrently with the consummation of the initial Permitted Supply and Offtake Transactions between the applicable Calumet Supply and Offtake Subsidiary and the Calumet Supply and Offtake Counterparty, or (de) subject to Section 13.1, with the consent of Required Lenders (provided that the release of all or substantially all of the Collateral shall require the written consent of all Lenders). The Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien or any other Lien entitled to priority hereunder. Agent shall have no obligation whatsoever to any Lenders Secured Party to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured, insured or encumbered, nor to assure that the Agent’s 's Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of the Lenders hereby directs the Agent to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness of such release.

Lien Releases; Care of Collateral. The Lenders hereby irrevocably authorize the Agent to release or subordinate any Lien with respect the Liens granted to Agent by the Obligors on any Collateral (a) in the case of all Obligors, in full, upon Full Payment of the ObligationsPayment, (b) that is upon the subject sale or other disposition of an Asset Sale such Collateral (including without limitation, as part of or in connection with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, any other sale or other disposition permitted by this Agreement which the Borrowers certify in writing hereunder) to any Person other than another Obligor to the Agent extent such sale or other disposition is permitted pursuant to the terms of this Agreement or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to made in compliance with the terms of this Agreement (and the Agent may rely conclusively on a certificate to that effect provided to it by any such certificate Obligor upon its reasonable request without further inquiry), (c) that does not constitute to the extent such Collateral with a book value greater than $10,000,000 during any calendar yearis comprised of property leased to an Obligor, upon termination or expiration of such lease, (d) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of Lenders whose consent may be required in accordance with Section 14.1.1), (e) to the extent the Property constituting such Collateral is owned by any Subsidiary, upon the release of such Subsidiary from its obligations under this Agreement upon a disposition of such Subsidiary permitted under the terms of this Agreement (it being understood that any such disposed of Subsidiary shall be released from all of its obligations under the Loan Documents in connection therewith), (f) as required to effect any sale or other disposition of Collateral in connection with any exercise of remedies of Agent pursuant to the Security Documents, and (g) in connection with any election by an Obligor to have any items of Collateral serve as collateral for Collateral RefinancingThird Party Financing Debt or be sold in connection with a Permitted Sale Leaseback, with the written result that the value of each such item of Collateral is not included in calculating Availability under the Revolving Credit Facility. Lenders hereby authorize Agent to (and Agent will, at Obligors’ expense) execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing provisions of this paragraph, all without the further consent or joinder of all Lendersany Lender. The Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, insured, insured or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of the Lenders hereby directs the Agent to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness of such release.

Lien Releases; Care of Collateral. The Lenders Secured Parties authorize the Administrative Agent to to, and Administrative Agent shall, (1) release or subordinate any Lien with respect to any Collateral (a) upon Full Payment of the Obligations, ; (b) that is the subject of an a Permitted Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, or other disposition permitted by this Agreement which the Borrowers certify in writing to the Agent is permitted pursuant to the terms of this Agreement or is subject Disposition to a Lien which Person that is not an Obligor (and Administrative Agent may request that the Borrowers Obligors certify that such disposition is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement (Asset Disposition and the Agent may rely conclusively on any such certificate without further inquiry), ; (c) that does not constitute Collateral subject to Section 14.1, with a book value greater than $10,000,000 during any calendar year, or the consent of Required Lenders; and (d) with if the written consent Collateral subject to such Lien is owned by an Obligor, upon release of all Lenderssuch Obligor from its obligations under the Loan Documents pursuant to the following clause (2) and (2) upon request of an Obligor, release any Obligor from its obligations under the Loan Documents if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents. The Secured Parties authorize Administrative Agent to subordinate its Liens only to any Purchase Money Lien or other Permitted Lien expressly entitled to senior priority hereunder. Administrative Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Administrative Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of Upon request by the Administrative Agent at any time, the Required Lenders hereby directs will confirm in writing the Agent to execute and deliver or file such termination statements and partial release statements and do such things as are necessary Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Liens to be released or subordinated Guarantor from its obligations under the Guaranty pursuant to this Section 12.2.1 upon 12.2. 1. If any Collateral is disposed pursuant to a Permitted Asset Disposition to any Person other than an Obligor, such Collateral shall be sold free and clear of the effectiveness Liens created by the Loan Documents and the Administrative Agent shall, at the expense of the Obligors, take any and all actions reasonably requested by the Obligors to effect the foregoing (provided, that if requested by the Administrative Agent the Obligors shall provide a certification that such releasedisposition is permitted by this Agreement).

Lien Releases; Care of Collateral. The Lenders Secured Parties authorize the Agent to release or subordinate any Lien with respect to on any Collateral (a) upon Full Payment of the Obligations, ; (b) that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, a disposition or other disposition permitted by this Agreement which the Lien that Borrowers certify in writing to the Agent is permitted pursuant to the terms of this Agreement a Permitted Asset Disposition or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement (and the Agent may rely conclusively on any such certificate without further inquiry), ; (c) that does not constitute Collateral with a book value greater than $10,000,000 during any calendar year, material part of the Collateral; or (d) subject to Section 14.1, with the written consent of all Required Lenders. The Secured Parties authorize Agent shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each In respect of any U.K. Security Document, the Lenders hereby directs Agent shall not have any obligation or duty to any person for any loss suffered as a result of: (i) the lack or inadequacy of any insurance; or (ii) the failure of the Agent to execute notify the insurers of any material fact relating to the risk assumed by them, or of any other information of any kind, unless Required Lenders have requested it to do so in writing and deliver or file such termination statements and partial release statements and the Agent has failed to do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness so within fourteen (14) days after receipt of such releasethat request.

Lien Releases; Care of Collateral. The Lenders Secured Parties authorize the Collateral Agent to release or subordinate any Lien with respect to any Collateral (a) upon Full Payment of the Secured Obligations, ; (b) that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, a sale, lease, license, consignment, transfer or other disposition permitted by this Agreement which the Borrowers certify Administrative Borrower certifies in writing to the Administrative Agent and Collateral Agent is permitted by Section 6.06 (provided that no Lien shall be released in any Series of Cash Neutral Transactions or, except as provided in the second to last sentence of this Section 10.02(a), in any Asset Sale to another Loan Party) (and the Agents may rely conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of the Collateral; (d) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to Section 7.09; (e) that is the terms subject of this Agreement or is subject to a Lien which the Borrowers certify Administrative Borrower certifies in writing to Administrative Agent and Collateral Agent is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement permitted by Section 6.02(n)(x) or (y) (and the Agent may rely conclusively on any such certificate without further inquiry), ; (c) that does not constitute Collateral with a book value greater than $10,000,000 during any calendar year, or (df) with the written consent of all Lenders. The Agent the Required Lenders or such other number of Lenders whose consent is required under Section 11.02; or (g) to the extent such Lien attaches to property that would otherwise constitute Excluded Property (including property of an Excluded Collateral Subsidiary in connection with the designation of a Loan Party as an Excluded Collateral Subsidiary); provided that, notwithstanding the foregoing, (1) Aleris Belgium shall have no obligation whatsoever to not be released from any Lenders to assure that obligations hereunder or under any Collateral exists or is owned by a BorrowerLoan Documents unless it has complied with the requirements set forth in Section 2.24[reserved], or is cared for, protected, insured, or encumbered, nor to assure that the (2) each Agent’s Liens have been properly created, perfected, or enforced, or are entitled Lien on any Revolving Credit Priority Collateral transferred by any Borrower to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of the Lenders hereby directs the Agent to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness of such release.1209502.04-CHISR02A - MSW

Lien Releases; Care of Collateral. The Lenders Secured Parties authorize the Agent to release or subordinate any Lien with respect to on any Collateral (a) upon Full Payment of the Obligations, ; (b) that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, a disposition or other disposition permitted by this Agreement which the Borrowers certify Lien that Borrower Agent certifies in writing to the Agent is permitted pursuant to the terms of this Agreement a Permitted Asset Disposition or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement (and the Agent may rely conclusively on any such certificate without further inquiry), ; (c) that does not constitute Collateral with a book value greater than $10,000,000 during any calendar year, or material part of the Collateral; (d) that is owned by an Obligor that is released from its obligations under the Loan Documents in accordance with the written terms of the Loan Documents; (e) comprised of Intellectual Property, Equipment, and Real Estate upon Full Payment of the Term Facility so long as, before and after giving effect to any such release, the Payment Conditions are satisfied; or (f) subject to Section 14.1, with the consent of all Required Lenders, in each case, without further action or consent by any Secured Party. The Secured Parties authorize Agent shall have to release any Obligor from its obligations under the Loan Documents if such Person is no longer required to be an Obligor as a result of a transaction permitted under the Loan Documents. Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each To the extent required under the laws of the Lenders any foreign jurisdiction, each Secured Party hereby directs the grants to Agent any required power of attorney to take any action with respect to Collateral or to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon Loan Document on the effectiveness of such releaseSecured Party’s behalf.

Lien Releases; Care of Collateral. The Lenders Secured Parties authorize the Collateral Agent to release or subordinate any Lien with respect to any Collateral (a) upon Full Payment of the Secured Obligations, ; (b) that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, a sale, lease, license, consignment, transfer or other disposition permitted by this Agreement which the Borrowers certify Administrative Borrower certifies in writing to the Administrative Agent and Collateral Agent is permitted by Section 6.06 (provided that no Lien shall be released in any Series of Cash Neutral Transactions or in any Asset Sale to another Loan Party) (and Agentthe Agents may rely conclusively on any such certificate without further inquiry); (c) that does not constitute a material part of the Collateral; (d) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to Section 7.09; (e) that is the terms subject of this Agreement or is subject to a Lien 1125931.03I-XXXXX000000000.05E-CHISR01A - MSW which the Borrowers certify Administrative Borrower certifies in writing to Administrative Agent and Collateral Agent is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement permitted by Section 6.02(n)(x) or (y) (and the Agent may rely conclusively on any such certificate without further inquiry), ; (c) that does not constitute Collateral with a book value greater than $10,000,000 during any calendar year, or (df) with the written consent of the Required Lenders or such other number of Lenders whose consent is required under Section 11.02; or (g) to the extent such Lien attaches to property that would otherwise constitute Excluded Property (including property of an Excluded Collateral Subsidiary in connection with the designation of a Loan Party as an Excluded Collateral Subsidiary); provided that, notwithstanding the foregoing, (1) Aleris Belgium shall not be released from any obligations hereunder or under any Loan Documents unless it has complied with the requirements set forth in Section 2.24, (2) each Agent’s Lien on any Revolving Credit Priority Collateral transferred by any Borrower to AV Metals, Holdings or any of their respective Subsidiaries that is not a Borrower shall not be released pursuant to the terms of this Agreement, any other Loan Document, or otherwise unless the Administrative Agent has received an updated Borrowing Base Certificate reflecting the removal of such Revolving Credit Priority Collateral from the Borrowing Bases, and upon such removal the Funding Conditions shall be satisfied, and (3) if, in connection with such release pursuant to a transaction permitted by this Agreement, a Borrower would either be released from all Lendersof its Obligations or the Liens on all Collateral of such Borrower would be released, then such release shall be subject to the satisfaction of the Borrower Release Conditions. The Secured Parties authorize Collateral Agent to subordinate or release its Liens to any a Lien permitted hereunder that secures a Purchase Money Obligation or Capital Lease Obligation permitted hereunder. No Agent shall have no any obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a BorrowerLoan Party, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Collateral Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each As of the Lenders Amendment No. 1 Effective Date, notwithstanding anything to the contrary in the Intercreditor Agreement, and as permitted by Section 2.4(b)(i) of the Intercreditor Agreement, each Secured Party hereby unconditionally (i) (x) terminates each Mortgage in respect of Real Property located in the United States, Quebec, and the Ouro Preto Real Property located in Brazil, and (y) releases (1) the equipment and inventory owned by the Brazilian Guarantor that is located in Ouro Preto Brazil, and (2) the Real Property located in the United States, Quebec, and the Ouro Preto Real Property located in Brazil, in the case of clauses (1) and (2), from securing the Secured Obligations, and agrees that such Real Property and such Brazilian inventory and equipment shall not constitute “Collateral” or “Mortgaged Property” for any purposes hereunder or under any other Loan Document, and (ii) authorizes and directs (x) the Administrative Agent or the Collateral Agent, as applicable, at the Borrowers’ sole cost and expense, promptly upon receipt thereof, to execute and deliver to the Designated Company documents and agreements that release and discharge the Mortgages and Liens encumbering the Real Property located in the United States, Quebec, and the Ouro Preto Real Property located in Brazil, and to otherwise evidence the release and discharge of the equipment and inventory owned by the Brazilian Guarantor that is located in Ouro Preto Brazil, and (y) any Borrower or file any of its Subsidiaries to record or cause any title company, attorney, or other Person to record such termination statements documents and partial release statements agreements effecting such releases and do such things as are necessary to release discharges in the United States, Quebec and Brazilian land title records (or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon local equivalent) and, in the effectiveness case of such releaseBrazilian inventory and equipment, any applicable filing offices in Brazil, in each case as determined by such Borrower or such Subsidiary. Each Secured Party 1125931.03I-XXXXX000000000.05E-CHISR01A - MSW acknowledges as of the Amendment No. 1 Effective Date, that mortgages over Real Property located in the United States in favor of the Term Loan Administrative Agent or the Term Loan Collateral Agent, as the case may be, shall remain in full force and effect, irrespective of the releases described in the immediately preceding sentence, and that no mortgages over Real Property located in the United States shall be entered into to secure the Secured Obligations from and after the Amendment No. 1 Effective Date.

Lien Releases; Care of Collateral. An Obligor or Subsidiary shall automatically be released from its obligations under the Loan Documents, and all security interests created by the Security Documents in Collateral owned by such Obligor or Subsidiary, as applicable, shall automatically be released (a) upon Full Payment of the Obligations; and (b) upon the consummation of any transaction permitted by this Agreement as a result of which such Person ceases to be a Guarantor (including as a result of becoming an Excluded Subsidiary); provided that, if so required by this Agreement, the Required Lenders shall have consented to such transaction and the terms of such consent shall not have provided otherwise. Upon any sale or other transfer by any Obligor of any Collateral in a transaction permitted under this Agreement, or upon the effectiveness of any written consent to the release of the security interest created under any Security Document in any Collateral or the release of an Obligor or Subsidiary from its Guarantee, the security interests in such Collateral created by the Security Documents or such guarantee shall be automatically released. In connection with any termination or release pursuant to this Section, the Agent shall execute and deliver to any Obligor, at such Obligor’s expense, as applicable, all documents that such Obligor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Agent. The Lenders Secured Parties irrevocably authorize the Agent to release or subordinate any Lien with respect on any property granted to or held by the Agent under any Collateral (a) upon Full Payment Loan Document to the holder of the Obligations, (b) any Lien on such property that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, or other disposition permitted by this Agreement which the Borrowers certify in writing hereunder to the Agent is permitted pursuant to extent required by the terms of this Agreement or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s obligations secured by such Liens pursuant to the terms of this Agreement (and the Agent may rely conclusively on any such certificate without further inquiry), (c) that does not constitute Collateral with a book value greater than $10,000,000 during any calendar year, or (d) with the written consent of all Lenders. The Agent shall have no obligation whatsoever documents reasonably acceptable to any Lenders to assure that any Collateral exists or is owned by a Borrower, or is cared for, protected, insured, or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected, or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of the Lenders hereby directs and the Issuing Bank irrevocably authorizes the Agent to execute and deliver provide any release or file such evidence of release, termination statements and partial release statements and do such things as are necessary or subordination contemplated by this Section. Upon request by the Agent at any time, the Required Lenders will confirm in writing the Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Liens to be released or subordinated pursuant to Obligor from its obligations under any Loan Document, in each case in accordance with the terms of the Loan Document and this Section 12.2.1 upon the effectiveness of such releaseSection.

Lien Releases; Care of Collateral. The Lenders (1) Secured Parties irrevocably authorize the and instruct Agent to to, and Agent shall, release or subordinate any Lien with respect to any Collateral (aA) upon Full Payment of the Obligations, ; (bB) that is the subject of a Disposition permitted hereunder to a Person which is not an Asset Sale (including without limitationObligor so long as, with the prior written consent of the if reasonably requested by Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, or other disposition permitted by this Agreement which the Borrowers certify Borrower Agent certifies in writing to the Agent that such Disposition is permitted pursuant to the terms of this Agreement or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement hereunder (and the Agent may rely conclusively on any such certificate without further inquiry), ; (cC) that does not constitute Collateral constitutes Excluded Property; (D) that is owned by an Obligor upon the release of such Obligor in accordance with a book value greater than $10,000,000 during any calendar year, the terms hereof; or (dE) with the written consent of the Required Lenders (or all Lenders. The Lenders to the extent required by Section 14.1.1(d)(v). (2) Subject to Section 14.26, Secured Parties irrevocably authorize and instruct Agent to, and Agent shall: release any Obligor (other than a Borrower) from its obligations under the Loan Documents (including its Loan Guaranty) if such Person ceases to be a Restricted Subsidiary (or is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder and the Parent has requested that such Obligor cease to be an Obligor); provided, that the release of any Obligor from its obligations under the Loan Documents if such Obligor becomes an Excluded Subsidiary of the type described in clause (a) of the definition thereof shall have no obligation whatsoever only be permitted if such Obligor did not become an Excluded Subsidiary of the type described in clause (a) of the definition thereof as a result of (A) a transfer of its equity interests to any Lenders Affiliate of the Parent for a non-bona fide business purpose for less than fair market value or (B) a non-bona fide transaction the primary purpose of which was to assure that cause such entity to become a non-wholly-owned Subsidiary of the Parent in order to release it from the Loan Documents (or its Loan Guaranty). (3) Secured Parties authorize Agent to release its Lien over any Collateral exists or is owned by subject to a Borrower, or is cared for, protected, insured, or encumbered, nor to assure that the Agent’s Lien permitted under Section 10.2.2(n) and subordinate its Liens have been properly created, perfected, or enforced, or are entitled to any particular priorityLien permitted under Section 10.2.2(c), nor to exercise any duty of care (d), (e), (f), (g)(i), (k) (with respect to a refinancing of any Collateral. Each other Lien referred to in this clause (c)), (l) (subject to the Intercreditor Agreement with respect to the Term Loan Facility Agreement), (m), (n), (o), (q), (r), (s), (u) (to the extent such Lien is of a type with respect to which subordination is otherwise permitted under this clause (c) (other than with respect to 10.2.2(l))), (y), (bb), (cc), (dd), (ee), (ff), (gg), (hh), (ii), and/or (jj) (and any Lien securing any Refinancing Indebtedness in respect of any thereof to the Lenders hereby directs the Agent to execute and deliver or file extent such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens Refinancing Indebtedness is permitted to be released or subordinated pursuant to this secured under Section 12.2.1 upon the effectiveness of such release10.2.

Lien Releases; Care of Collateral. The (a) Lenders authorize the Agent to the: (1) release or subordinate of any Lien with respect to any Collateral automatically and unconditionally with no further action to be taken by any party (a) upon Full Payment of the Obligations; (b) upon any Disposition of such Collateral permitted by this Agreement, if and to the extent that such release shall be required pursuant to the terms of the New Miner Equipment Intercreditor Agreement (but only if any Liens thereon securing New Miner Equipment Lender Debt shall be released concurrently therewith), (bc) that is the subject of (i) a Permitted Asset Disposition (as defined on the Closing Date) to a Person that is not an Asset Sale Obligor, or (including without limitation, with ii) an Exempted Disposition (as defined on the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)Closing Date), transfer, sale, lease, or other disposition permitted by this Agreement which the Borrowers certify in writing to the Agent is permitted pursuant to the terms of this Agreement or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement (and the Agent may rely conclusively on any such certificate without further inquiry), (c) that does not constitute Collateral with a book value greater than $10,000,000 during any calendar year, or (d) with the written consent of all Lenders. The Agent shall have no obligation whatsoever such Lenders as is required therefor pursuant to any Lenders Section 14.1; (e) if the Collateral subject to assure that any Collateral exists or such Lien is owned by an Obligor, upon release of such Obligor from its obligations under the Loan Documents pursuant to the following clause (2); and (f) if the Collateral subject to such Lien becomes an Excluded Asset pursuant to a Borrowertransaction or under circumstances not prohibited by this Agreement; and (2) release of any Person from its obligations under the Loan Documents that ceases to be a Subsidiary of the Borrower as a result of a transaction permitted under the Loan Documents (as in effect on the Closing Date), or is cared forand such Person shall be automatically and unconditionally released from its obligations under the Loan Documents; provided, protectedthat, insurednotwithstanding anything herein, or encumbereduntil Full Payment and termination of the Commitments, nor to assure that the Agent’s Liens have been properly created, perfected, or enforced, or are entitled to any particular priority, nor to exercise any duty of care no Lien shall be released with respect to any Collateral. Each property, pursuant to the foregoing, and no Person shall be released from its Guaranty or any of its obligations under the Loan Documents, pursuant to the foregoing, if, after giving effect to such release, such property shall continue to secure, or if such Person shall continue to guarantee or have any other obligation with respect to, any other Debt of the Borrower or any of its Subsidiaries (including any New Secured Notes Debt, New Convertible Notes Debt, New Miner Equipment Lender Debt, or, in each case, any Permitted Refinancing thereof), it being understood that the Liens on such property to secure the Obligations, and such Person’s guarantees of the Obligations, shall in any event be automatically reinstated if, at any time in the future, such property shall become subject to a Lien to secure any other Debt of the Borrower, or if such Person shall become a guarantor of, or shall guarantee any other Debt of the Borrower. (b) Notwithstanding Section 14.1, Lenders hereby directs authorize Collateral Agent to subordinate its Liens (i) on assets financed with any Permitted Purchase Money Debt to (but solely to) any Permitted Purchase Money Lien permitted to attach to such assets pursuant to Section 10.2.2 (ii) on Equipment purchased with Debt pursuant to Section 10.2.1(h), and (iii) to any other Permitted Lien expressly entitled to senior priority hereunder (as in effect on the Closing Date, or as modified with the consent of such Lenders as is required therefor pursuant to Section 14.1), and to enter into any Acceptable Intercreditor Agreement or enter into an amendment or other modification to the New Miner Equipment Intercreditor Agreement to effectuate the foregoing. (c) Notwithstanding Section 14.1, no consent or direction of any Lender shall be required for a release or subordination pursuant to clause (a) or (b) above, or for the Collateral Agent’s execution and delivery of any document or other instrument or taking of any other action to effectuate any such release or subordination; provided, that, notwithstanding the automatic and unconditional release pursuant to clause (a) above or the subordination authorization pursuant to clause (b) above, if the Borrower requests the Collateral Agent to take any action under this Section 12.2.1, the Borrower shall deliver to the Collateral Agent a certificate of the Borrower signed by a Senior Officer (i) requesting the Collateral Agent to execute and deliver any document or file such termination statements other instrument (and partial release statements and do such things as are necessary attaching the same) or to take any other reasonable action to effectuate a release or subordinate any Liens to be released or subordinated pursuant to subordination under this Section 12.2.1 upon the effectiveness of such release.Section

Lien Releases; Care of Collateral. The Lenders Secured Parties authorize the Collateral Agent to release or subordinate any Lien with respect to any Collateral (a) upon Full Payment of the Secured Obligations, ; (b) that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, a sale, lease, license, consignment, transfer or other disposition permitted by this Agreement which the Borrowers certify Administrative Borrower certifies in writing to the Administrative Agent and Collateral Agent is permitted pursuant by Section 6.06 (provided that no Lien shall be released in any Series of Cash Neutral Transactions or in any Asset Sale to the terms of this Agreement or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement another Loan Party) (and the Agent may rely conclusively on any such certificate without further inquiry), ; (c) that does not constitute a material part of the Collateral; (d) if the property subject to such Lien is owned by a Guarantor, upon release of such Guarantor from its obligations under its Guarantee pursuant to Section 7.09; (e) that is the subject of a Lien which Administrative Borrower certifies in writing to Administrative Agent and Collateral with a book value greater than $10,000,000 during any calendar year, Agent is permitted by Section 6.02(n)(x) or (dy) (and Agent may rely conclusively on any such certificate without further inquiry); (f) which is subject to a transfer to a U.S. Borrower pursuant to Section 6.09(n), to the extent (and only to the extent) release thereof is permitted (in part or whole) pursuant to the Term Loan Documents (and any Permitted Term Loan Facility Refinancings of any of such Indebtedness); (g) with the written consent of all Lendersthe Required Lenders or such other number of Lenders whose consent is required under Section 11.02 or (hg) to the extent such Lien attaches to property that would otherwise constitute Excluded Property. The Secured Parties authorize Collateral Agent to subordinate or release its Liens to any a Lien permitted hereunder that secures a Purchase Money Obligation or Capital Lease Obligation permitted hereunder. No Agent shall have no any obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a BorrowerLoan Party, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Collateral Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each As of the Lenders Amendment No. 1 Effective Date, notwithstanding anything to the contrary in the Intercreditor Agreement, and as permitted by Section 2.4(b)(i) of the Intercreditor Agreement, each Secured Party hereby unconditionally (i) (x) terminates each Mortgage in respect of Real Property located in the United States, Quebec, and the Ouro Preto Real Property located in Brazil, and (y) releases (1) the equipment and inventory owned by the Brazilian Guarantor that is located in Ouro Preto Brazil, and (2) the Real Property located in the United States, Quebec, and the Ouro Preto Real Property located in Brazil, in the case of clauses (1) and (2), from securing the Secured Obligations, and agrees that such Real Property and such Brazilian inventory and equipment shall not constitute “Collateral” or “Mortgaged Property” for any purposes hereunder or under any other Loan Document, and (ii) authorizes and directs (x) the Administrative Agent or the Collateral Agent, as applicable, at the Borrowers’ sole cost and expense, promptly upon receipt thereof, to execute and deliver to the Parent BorrowerDesignated Company documents and agreements that release and discharge the Mortgages and Liens encumbering the Real Property located in the United States, Quebec, and the Ouro Preto Real Property located in Brazil, and to otherwise evidence the release and discharge of the equipment and inventory owned by the Brazilian Guarantor that is located in Ouro Preto Brazil, and (y) any Borrower or file any of its Subsidiaries to record or cause any title company, attorney, or other Person to record such termination statements documents and partial release statements agreements effecting such releases and do such things as are necessary to release discharges in the United States, Quebec and Brazilian land title records (or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon local equivalent) and, in the effectiveness case of such releaseBrazilian inventory and equipment, any applicable filing offices in Brazil, in each case as determined by such Borrower or such Subsidiary. Each Secured Party acknowledges as of the Amendment No. 1 Effective Date, that mortgages over Real Property located in the United States in favor of the Term Loan Administrative Agent or the Term Loan Collateral Agent, as the case may be, shall remain in full force and effect, irrespective of the releases described in the immediately preceding sentence, and that no mortgages over Real Property located in the United States shall be entered into to secure the Secured Obligations from and after the Amendment No. 1 Effective Date.

Lien Releases; Care of Collateral. The Lenders (a) Secured Parties authorize the Agent to release or subordinate any Lien with respect to any Collateral (ai) upon Full Payment of the Obligations, ; (bii) that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, or other disposition permitted by this Agreement Disposition which the Borrowers certify in writing to the Agent is permitted pursuant to the terms of this Agreement a Permitted Asset Disposition or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s 's Liens pursuant to the terms of this Agreement (and the Agent may rely conclusively on any such certificate without further inquiry), ; (ciii) that does not constitute Collateral with a book value greater than $10,000,000 during any calendar year, material part of the Collateral; or (div) with the written consent of all Lenders. The Secured Parties authorize Agent to subordinate its Liens to any Purchase Money Lien permitted hereunder. Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Agent’s 's Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. (b) In the event an Obligor wishes to sell a Vehicle which is subject to Agent's Lien and such sale is permitted by this Agreement, such Obligor shall so notify Agent and request a release of Agent's Lien on such Vehicle, such notification to be made by email to the representative of Agent that Agent has designated to Borrower Agent for such purpose. Each Provided that such sale is permitted under this Agreement and, if and to the extent required by this Agreement, the proceeds of such sale are applied to prepay the Lenders hereby directs the Obligations in accordance with this Agreement, Agent shall use its reasonable efforts to execute a release of lien, in form and substance reasonably satisfactory to Agent, for such Vehicle and deliver or file the original certificate of title and such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness Borrower Agent within five Business Days after receipt of such releaserequest if such request is received by noon (Central time) or within six Business Days after receipt of such request if such request is received after noon (Central time).

Lien Releases; Care of Collateral. The Lenders authorize the Agent to release or subordinate any Lien with respect to any Collateral (a) upon Full Payment of the Obligations, ; (b) that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, or other disposition permitted by this Agreement Disposition which the Borrowers Obligors certify in writing to the Agent is permitted pursuant to the terms of this Agreement a Permitted Asset Disposition or is subject to a Lien which the Borrowers Obligors certify is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement (and the Agent may rely conclusively on any such certificate without further inquiry) (it being understood that Agent may release any Subsidiary from its obligations under this Agreement and the other Loan Documents in connection with the sale of such Subsidiary pursuant to a Permitted Asset Distribution), ; (c) that does not constitute a material part of the Collateral; (d) as required to effect any sale or other disposition of Collateral in connection with a book value greater than $10,000,000 during any calendar year, exercise of remedies of Agent pursuant to the Security Documents or (de) with the written consent of all Lenders. The Lenders hereby authorize Agent to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Subsidiary or Collateral pursuant to the foregoing clauses (a) through (d) of this paragraph, all without the further consent or joinder of any Lender. Lenders authorize Agent to subordinate its Liens to any Purchase Money Lien permitted hereunder. Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of the Lenders hereby directs the Agent to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness of such release.

Lien Releases; Care of Collateral. The Lenders authorize the Agent to release or subordinate any Lien with respect to any Collateral (a) upon Full Payment of the Obligations, ; (b) that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, or other disposition permitted by this Agreement Disposition which the Borrowers certify in writing to the Agent is permitted pursuant to the terms of this Agreement a Permitted Asset Disposition or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement (and the Agent may rely conclusively on any such certificate without further inquiry), ; (c) that does not constitute Collateral with a book value greater than $10,000,000 during any calendar year, material part of the Collateral; or (d) with the written consent of all Lenders. The Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borrower, or is cared for, protected, insured, insured or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each Upon any sale, lease, transfer or other disposition of the Lenders hereby directs the any item of Collateral of any Obligor in accordance with Section 10.2.6 (other than Permitted Ordinary Accounts/Inventory Disposition), Agent to will, at Borrowers’ expense, execute and deliver or file to Borrower Agent such termination statements and partial documents as such Borrower Agent shall reasonably request to evidence the release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness of such item of Collateral from the assignment and security interest granted under the Security Documents; provided that (i) at the time of such request and such release no Event of Default shall have occurred and be continuing and (ii) Borrower Agent shall have delivered to Agent, at least ten Business Days prior to the date of the proposed release, a written request for release describing the item of Collateral and the terms of the sale, lease, transfer or other disposition in reasonable detail, including, without limitation, the price thereof, together with a form of release for execution by the Agent and a certificate of Borrower Agent to the effect that the transaction is in compliance with the Loan Documents and as to such other matters as the Agent may request.

Lien Releases; Care of Collateral. The Lenders authorize the Agent to release or subordinate any Lien with respect to any Collateral (a) upon Full Payment of the Obligations, ; (b) that is the subject of an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, or other disposition permitted by this Agreement Disposition which the Borrowers certify Borrower certifies in writing to the Agent (which certificate shall be reasonably satisfactory to Agent) is permitted pursuant to the terms of this Agreement a Permitted Asset Disposition or is subject to a Lien which the Borrowers certify Borrower certifies is a Permitted Lien permitted under Section 10.2.2(b) or (j) entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement (and the Agent may rely conclusively on any such certificate without further inquiry), ; (c) that does not constitute in respect of any Collateral with a an aggregate book value greater than not in excess of $10,000,000 5,000,000 during any calendar year, or ; (d) with the written consent of all Lenders; (e) constituting Property in which Borrower owned no interest at the time the Lien was granted or at any time thereafter; (f) constituting Property leased to Borrower under a lease which has expired or been terminated in a transaction permitted under this Agreement; or (g) consisting of auction rate securities which are pledged as collateral in connection with financings referred to in Section 10.2.1(l). The Lenders further authorize Agent to subordinate any Lien granted hereunder to Agent with respect to any Collateral which becomes subject to a Lien referred to in Section 10.2.2(b). Upon receipt by the Agent of any authorization required, if any, pursuant to this Section from the Lenders of Agent’s authority to release Agent’s Liens upon particular types or items of Collateral, and upon at least five (5) Business Days prior written request by the Borrower, Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release or subordination, as the case may be, of Agent’s Liens upon such Collateral. Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borrower, or is cared for, protected, insured, insured or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of the Lenders hereby directs the Agent to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness of such release.

Lien Releases; Care of Collateral. The Lenders Secured Parties authorize the Agent to release or subordinate any Lien with respect to on any Collateral (a) upon Full Payment of the Obligations, ; (b) so long as no Overadvance exists or would be caused thereby, that is the subject of an Asset Sale (including without limitation, a disposition or Lien or in connection with the prior written consent of the Agent, an Asset Sale described any transaction in clause (iv)(D) of compliance with Section 10.2.5(c)), transfer, sale, lease, or other disposition permitted by this Agreement which the Borrowers 10.2.9 that Obligors certify in writing to the Agent is permitted pursuant to the terms of this Agreement a Permitted Disposition or is subject to a Lien which the Borrowers certify is a Permitted Lien entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement or transaction that complies with Section 10.2.9 (and the Agent may rely conclusively on any such certificate without further inquiryinquiry and any Lien or security interest held by Agent will be automatically released), and, for the avoidance of doubt, such disposition of such item of Collateral or transaction shall be free and clear of any Lien of Agent without requirement for consent or approval from the Lenders (or any Bank Product Provider, if applicable) or the Agent will, at such Obligor’s expense, execute and deliver to such Obligor such documents as such Obligor shall reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted by this Agreement); (c) that does not constitute Collateral with a book value greater than $10,000,000 during any calendar year, material part of the Collateral; or (d) subject to Section 14.1, with the written consent of all Required Lenders. The Secured Parties authorize Agent shall have to subordinate its Liens to any Purchase Money Lien or other Lien entitled to priority hereunder. Agent has no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each To the extent required under the laws of the Lenders any foreign jurisdiction, each Secured Party hereby directs the grants to Agent any required power of attorney to take any action with respect to Collateral or to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon Loan Document on the effectiveness of such releaseSecured Party’s behalf.

Lien Releases; Care of Collateral. The Lenders authorize the Agent to release or subordinate any Lien with respect to any Collateral (a) upon Full Payment of the ObligationsObligations in accordance with Section 4.6, (b) that is the subject of an Asset Sale a Disposition permitted hereunder, (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(Dc) of Section 10.2.5(c)), transfer, sale, lease, or other disposition permitted by this Agreement which the Borrowers certify in writing to the Agent is permitted pursuant to the terms of this Agreement or is subject to a Lien which the Borrowers certify is a Permitted Lien permitted hereunder and entitled to priority over the Agent’s Liens (to the extent required by the terms of the obligations secured by such Liens), (d) constitutes Excluded Property, (e) in the case of Collateral subject to a Lien that is owned by a Guarantor (or Equity Interests issued by such Guarantor), automatically upon the release of such Guarantor from its obligations under the Guaranty as permitted hereunder, (f) to release or subordinate any Lien (or other easement or encumberance) on any property granted to or held by Agent under any Loan Document to the holder of any Lien on such property permitted hereunder (to the extent required by the terms of the obligations secured by such Liens (or other easements or encumberances) and (g) in all other cases, the release us approved, ratified or consented to by Required Lenders or, in the case of a release of substantially all of the Collateral, all Lenders (except as otherwise permitted). In connection with any release pursuant to the terms immediately preceding sentence of this Agreement Section 12.2.1, Agent shall promptly (after reasonable advance notice) execute and the Agent may rely conclusively on deliver to any Loan Party, at such certificate without further inquiry)Loan Party’s expense, (c) all documents that does not constitute Collateral with a book value greater than $10,000,000 during any calendar year, or (d) with the written consent of all Lenderssuch Loan Party shall reasonably request to evidence such release. The Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a BorrowerLoan Party, or is cared for, protected, insured, insured or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of the Lenders hereby directs the Agent to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness of such release.

Lien Releases; Care of Collateral. The Lenders (a) Canadian Facility Secured Parties hereby authorize the Agent and any Security Trustee to release or subordinate any Lien with respect to any Canadian Facility Collateral (ai) upon Full Payment of the Canadian Facility Obligations, ; (bii) that is the subject of a disposition or Lien that Borrower Agent certifies in writing is an Asset Sale (including without limitation, with the prior written consent of the Agent, an Asset Sale described in clause (iv)(D) of Section 10.2.5(c)), transfer, sale, lease, or other asset disposition permitted by this Agreement which the Borrowers certify in writing to the Agent is permitted pursuant to the terms of this Agreement Section 10.2.5 or is subject to a Lien which the Borrowers certify is a Permitted Lien Encumbrance entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement or Security Trustees’ Liens, as applicable (and the Agent and Security Trustees may rely conclusively on any such certificate without further inquiry), ; (ciii) that does not constitute Collateral with a book value greater than $10,000,000 during material part of the Canadian Facility Collateral; (iv) that is required to be released pursuant to the terms of any calendar year, intercreditor agreement pertaining to any Canadian Facility Collateral; or (dv) subject to Section 14.1, with the written consent of all Required Lenders. The Canadian Facility Secured Parties hereby authorize Agent shall have no obligation whatsoever and Security Trustees to subordinate their Liens to any Lenders to assure that any Collateral exists Purchase Money Lien or is owned by a Borrower, or is cared for, protected, insured, or encumbered, nor to assure that the Agent’s Liens have been properly created, perfected, or enforced, or are other Lien entitled to priority under this Agreement. (b) UK Facility Secured Parties hereby authorize Agent and any particular priority, nor Security Trustee to exercise release any duty of care Lien with respect to any Collateral. Each UK Facility Collateral (i) upon Full Payment of the Lenders hereby directs UK Facility Obligations; (ii) that is the subject of a disposition or Lien that Borrower Agent certifies in writing is an asset disposition permitted by Section 10.2.5 or a Permitted Encumbrance entitled to execute priority over Agent’s or Security Trustees’ Liens, as applicable (and deliver or file Agent and Security Trustees may rely conclusively on any such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens certificate without further inquiry); (iii) that does not constitute a material part of the UK Facility Collateral; (iv) that is required to be released or subordinated pursuant to the terms of any intercreditor agreement pertaining to any UK Facility Collateral; or (v) subject to Section 14.1, with the consent of Required Lenders. UK Facility Secured Parties hereby authorize Agent and Security Trustees to subordinate their Liens to any Purchase Money Lien or other Lien entitled to priority under this Agreement. (c) U.S. Facility Secured Parties hereby authorize Agent and any Security Trustee to release any Lien with respect to any U.S. Facility Collateral (i) upon Full Payment of the Obligations; (ii) that is the subject of a disposition or Lien that Borrower Agent certifies in writing is an asset disposition permitted by Section 12.2.1 upon 10.2.5 or a Permitted Encumbrance entitled to priority over Agent’s or Security Trustees’ Liens, as applicable (and Agent and Security Trustees may rely conclusively on any such certificate without further inquiry); (iii) that does not constitute a material part of the effectiveness U.S. Facility Collateral; (iv) that is required to be released pursuant to the terms of such releasethe Intercreditor Agreement or any other intercreditor agreement pertaining to any Collateral; or (v) subject to Section 14.1, with the consent of Required Lenders. The U.S. Facility Secured Parties hereby authorize Agent and Security Trustees to subordinate their Liens to any Purchase Money Lien or other Lien entitled to priority under this Agreement.

Lien Releases; Care of Collateral. The Lenders (a) Foreign Facility Secured Parties authorize the Agent and Security Trustee to release or subordinate any Lien with respect to any Foreign Facility Collateral (ai) upon Full Payment of the Obligations, Foreign Facility Obligations or in connection with a liquidation or dissolution permitted under Section 10.2.7; (bii) that the Foreign Borrower Agent certifies in writing to Agent is subject to a disposal permitted under Section 10.2.5 or a Lien which Foreign Borrower Agent certifies is permitted under Section 10.2.2 and entitled to priority over Agent’s and Security Trustee’s Liens (and Agent or Security Trustee, as applicable, may rely conclusively on any such certificate without further inquiry); (iii) that does not constitute a material part of the subject Foreign Facility Collateral; (iv) following an Event of Default, in connection with an Asset Sale enforcement action and realization on Foreign Facility Collateral; or (including without limitation, v) with the prior written consent of the AgentRequired Borrower Group Lenders; provided that, an Asset Sale described a release of all or substantially all of the Foreign Facility Collateral shall require the written consent of all Foreign Lenders. (b) U.S. Facility Secured Parties authorize the Agent to release any Lien with respect to any U.S. Facility Collateral (i) upon Full Payment of the U.S. Facility Obligations or in clause connection with a liquidation or dissolution permitted under Section 10.2.7; (iv)(Dii) of Section 10.2.5(c)), transfer, sale, lease, or other disposition permitted by this Agreement which that the Borrowers certify U.S. Borrower Agent certifies in writing to the Agent is permitted pursuant to the terms of this Agreement or is subject to a disposal permitted under Section 10.2.5 or a Lien which the Borrowers certify U.S. Borrower Agent certifies is a Permitted Lien permitted under Section 10.2.2 and entitled to priority over the Agent’s Liens pursuant to the terms of this Agreement (including any subordination or release contemplated by Section 10.2.1(m)) (and the Agent may rely conclusively on any such certificate without further inquiry), ; (ciii) that does not constitute Collateral a material part of the U.S. Facility Collateral; (iv) following an Event of Default, in connection with a book value greater than $10,000,000 during any calendar year, an enforcement action and realization on U.S. Facility Collateral; or (dv) with the written consent of the Required Borrower Group Lenders; provided that, a release of all or substantially all of the U.S. Facility Collateral shall require the written consent of all U.S. Lenders. The Agent shall have no obligation whatsoever to any Lenders to assure that any Collateral exists or is owned by a Borroweran Obligor, or is cared for, protected, protected or insured, or encumbered, nor to assure that the Agent’s or any Security Trustee’s Liens have been properly created, perfected, perfected or enforced, or are entitled to any particular priority, nor to exercise any duty of care with respect to any Collateral. Each of the Lenders hereby directs the Agent to execute and deliver or file such termination statements and partial release statements and do such things as are necessary to release or subordinate any Liens to be released or subordinated pursuant to this Section 12.2.1 upon the effectiveness of such release.