Common use of Non-Distressed Disposals Clause in Contracts

Non-Distressed Disposals. (a) If, in respect of a disposal of: (i) an asset by a member of the Group; or (ii) an asset which is subject to the Transaction Security: (A) (prior to the Final Discharge Date) a director or Officer (as such term is defined in the Senior Secured Notes Indenture) of the Issuer certifies for the benefit of the Security Agent that that disposal is not prohibited by the Senior Secured Notes Finance Documents (provided that such certificate has been provided to the Notes Trustee), or the Notes Trustee authorises the release in accordance with the terms of the Senior Secured Notes Finance Documents and, in either case, to the extent relating to a Shares Disposition (as such term is defined in the Senior Secured Notes Indenture in its original form) the Issuer delivers a certificate that it will comply with the express provisions of the Senior Secured Notes Indenture in its original form relating thereto as set forth in Section 4.10 (Limitation on Sales of Specified Shares) of the Senior Secured Notes Indenture; and (B) that disposal is not a Distressed Disposal, the Security Agent is irrevocably authorised without liability, and (at the reasonable cost of the relevant Debtor or the Issuer and without any Consent, sanction, authority or further confirmation from any Creditor or Debtor) but subject to paragraph ‎(b) below: (I) to release the Transaction Security and any other claim (relating to a Debt Document) over that asset; (II) where that asset consists of shares in the capital of a member of the Group, to release the Transaction Security and any other claim, including without limitation any Guarantee Liabilities or Other Liabilities (relating to a Debt Document) over that member of the Group or its assets and (if any) the Subsidiaries of that member of the Group and their respective assets; and (III) to execute and deliver or enter into any release of the Transaction Security or any claim described in paragraphs (I) and (II) above and issue any certificates of non-crystallisation of any floating charge or like required letters (if any) or any consent to dealing in connection with such release, and any other document evidencing such release as reasonably requested by the Issuer. (b) If any disposal under paragraph (a) above is not made, each release of Transaction Security or any claim described in paragraph (a) above shall have no effect and the Transaction Security or claim subject to that release shall continue in such force and effect as if that release had not been effected.

Non-Distressed Disposals. (a) IfThe Security Agent (on behalf of itself and the Secured Parties) hereby agrees (and is irrevocably authorised and instructed to do so without any consent, in respect sanction, authority or further confirmation from any Creditor, Operating Facility Lender or Debtor) that it shall (at the request and cost of a disposal ofthe relevant Debtor, Third Party Security Provider or the Parent) promptly release (or procure that any other relevant person releases) from the Transaction Security and the Secured Debt Documents: (i) an any Security (and/or any other claim relating to a Debt Document) over any asset which is the subject of: (A) a disposal not prohibited by the terms of any Debt Financing Agreement (including a disposal to a member of the Group), but without prejudice to any obligation of any member of the Group in a Debt Financing Agreement to provide replacement security; or (B) any other transaction not prohibited by the terms of any Debt Financing Agreement pursuant to which that asset will cease to be held or owned by a member of the Group; orGroup or a Third Party Security Provider; (ii) an asset which is subject any Security (and/or any other claim relating to a Debt Document) over any document or other agreement requested in order for any member of the Group or any Third Party Security Provider to effect any amendment or waiver in respect of that document or agreement or otherwise exercise any rights, comply with any obligations or take any action in relation to that document or agreement (in each case to the Transaction Security: (A) (prior to the Final Discharge Date) a director or Officer (as such term is defined in the Senior Secured Notes Indenture) of the Issuer certifies for the benefit of the Security Agent that that disposal is extent not prohibited by the Senior Secured Notes Finance Documents terms of any Debt Financing Agreement); A44420063 (provided iii) any Security (and/or any other claim relating to a Debt Document) over any asset of any member of the Group which has ceased to be a Debtor or Third Party Security Provider (or will cease to be a Debtor or Third Party Security Provider simultaneously with such release); and (iv) any Security (and/or any other claim relating to a Debt Document) over any other asset to the extent that such certificate has been provided to the Notes Trustee), or the Notes Trustee authorises the release is in accordance with the terms of the Senior Secured Notes Finance Documents andDebt Financing Agreements. In the case of a disposal of shares or other ownership interests in a Debtor or Third Party Security Provider (or any Holding Company of any Debtor or Third Party Security Provider), in either case, or any other transaction pursuant to the extent relating which a Debtor or Third Party Security Provider (or any Holding Company of any Debtor or Third Party Security Provider) will cease to be a Shares Disposition (as such term is defined in the Senior Secured Notes Indenture in its original form) the Issuer delivers a certificate that it will comply with the express provisions member of the Senior Secured Notes Indenture in its original form relating thereto as set forth in Section 4.10 Group or a Debtor or Third Party Security Provider (Limitation on Sales including, without limitation, pursuant to Clause 19.13 (Resignation of Specified Sharesa Debtor) or Clause 19.15 (Cessation of the Senior Secured Notes Indenture; and (B) that disposal is not a Distressed DisposalThird Party Security Provider)), the Security Agent (on behalf of itself and the Secured Parties) hereby agrees (and is irrevocably authorised and instructed to do so without liabilityany consent, and sanction, authority or further confirmation from any Creditor, Operating Facility Lender, other Secured Party, Debtor or Third Party Security Provider) that it shall (at the reasonable request and cost of the relevant Debtor, Third Party Security Provider or the Parent) promptly release (or procure that any other relevant person releases) that Debtor or Third Party Security Provider and, in each case, its Subsidiaries from all present and future liabilities (both actual and contingent) under the Secured Debt Documents and the respective assets of such Debtor or Third Party Security Provider and, in each case, its Subsidiaries (and the shares in any such Debtor, Third Party Security Provider and/or Subsidiary) from the Transaction Security and the Secured Debt Documents (including any claim relating to a Debt Document and any Guarantee Liabilities or Other Liabilities). (b) When making any request for a release pursuant to paragraph (a)(i), (ii) or (iv) above, the Parent shall confirm in writing to the Security Agent that: (i) in the case of any release requested pursuant to paragraph (a)(i) or (ii) above, the relevant disposal or other action is not prohibited by the terms of any Debt Financing Agreement; or (ii) in the case of any release requested pursuant to paragraph (a)(iv) above, the relevant release is in accordance with the terms of the Debt Financing Agreements, and the Security Agent shall be entitled to rely on that confirmation for all purposes under the Secured Debt Documents. (c) The Security Agent shall (at the cost and expense of the relevant Debtor or the Issuer Parent but without the need for any further consent, sanction, authority or further confirmation from any Creditor, Operating Facility Lender, other Secured Party or Debtor) promptly enter into (or procure that any relevant person enters into) and deliver such documentation and/or take such other action as the Parent (acting reasonably) shall require to give effect to any release or other matter contemplated by this Clause 13.1 (including the issuance of any certificates of non-crystallisation of floating charges, any consent to dealing or any other similar or equivalent document that may be required or desirable). A44420063 (d) Without prejudice to the foregoing and for the avoidance of doubt, if requested by the Parent in accordance with the terms of any of the Debt Financing Agreements (and provided that the requested action is not expressly prohibited by any of the other Debt Financing Agreements), the Security Agent and the other Creditors and Operating Facility Lenders shall (at the cost of the relevant Debtor, Third Party Security Provider and/or the Parent) promptly execute any guarantee, security or other release and/or any amendment, supplement or other documentation relating to the Security Documents as contemplated by the terms of any of the Debt Financing Agreements (and the Security Agent is authorised to execute, and will promptly execute if requested by the Parent, without the need for any Consentfurther consent, sanction, authority or further confirmation from any Creditor or DebtorOperating Facility Lender, any such release or document on behalf of the Creditors and the Operating Facility Lenders). When making any request pursuant to this paragraph (d) but the Parent shall confirm in writing to the Security Agent that such request is in accordance with the terms of a Debt Financing Agreement (and the requested action is not expressly prohibited by any of the other Debt Financing Agreements) and the Security Agent shall be entitled to rely on that confirmation for all purposes under the Secured Debt Documents. (e) For the avoidance of doubt and notwithstanding anything to the contrary in any Debt Document, nothing in any Security Document shall operate or be construed so as to prevent any transaction, matter or other step not prohibited by the terms of this Agreement or the Debt Financing Agreements (a "Permitted Action"). The Security Agent (on behalf of itself and the Secured Parties) hereby agrees (and is irrevocably authorised and instructed to do so without any consent, sanction, authority or further confirmation from any Party) that it shall (at the request and cost of the relevant Debtor or the Parent) promptly execute any release or other document and/or take such other action under or in relation to any Debt Document (or any asset subject or expressed to be subject to paragraph ‎(bany Security Document) below:as is requested by the Parent in order to complete, implement or facilitate a Permitted Action. In the event that the Parent makes any request pursuant to and in reliance on the preceding sentence, the Security Agent shall be permitted to request a confirmation from the Parent that the relevant transaction, matter or other step is a Permitted Action and the Security Agent shall be entitled to rely on that confirmation for all purposes under the Secured Debt Documents. (If) For the avoidance of doubt and notwithstanding anything to release the Transaction Security and any other claim (relating to a Debt Document) over that asset; (II) where that asset consists of shares contrary in the capital of a member of the GroupSenior Parent Finance Documents, to release the Transaction Security and if any other claim, including without limitation any Guarantee Liabilities or Other Liabilities (relating to a Debt Document) over that member of the Group is required or its assets and permitted under the Senior Debt Documents to apply the proceeds of any disposal or other transaction in prepayment, redemption or any other discharge or reduction of any Senior Liabilities: (if anyi) no such application of those proceeds shall require the Subsidiaries consent of that any Party or Senior Parent Creditor or will result in a direct or indirect breach of any Senior Parent Finance Document; and (ii) any such application shall discharge in full any obligation to apply those proceeds in prepayment, redemption or any other discharge or reduction of any Senior Parent Liabilities. This paragraph (f) is without prejudice to any right of any member of the Group to apply any proceeds of any disposal or other transaction in prepayment, redemption or any other discharge or reduction of any Senior Parent Liabilities to the extent permitted or contemplated by this Agreement or any other Senior Debt Document. A44420063 (g) The Security Agent is irrevocably authorised by each Secured Party to (and their respective assetswill on the request and at the cost of the Parent): (i) release the Transaction Security; and (IIIii) to execute release each Investor, each Debtor and deliver or enter into any release each other member of the Transaction Security Group from all liabilities, undertakings and other obligations under the Secured Debt Documents, on the Final Discharge Date (or at any claim described in paragraphs (I) and (II) above and issue any certificates time following such date on the request of non-crystallisation of any floating charge or like required letters (if any) or any consent to dealing in connection with such release, and any other document evidencing such release as reasonably requested by the IssuerParent). (b) If any disposal under paragraph (a) above is not made, each release of Transaction Security or any claim described in paragraph (a) above shall have no effect and the Transaction Security or claim subject to that release shall continue in such force and effect as if that release had not been effected.

Non-Distressed Disposals. (a) If, in respect of a disposal of: (i) of an asset by a member of the Group; or (ii) an asset Debtor which is subject to the Transaction SecuritySecurity to another member of the Restricted Group which: (Ai) is not prohibited under the Credit Facility Documents; (prior to the Final Discharge Dateii) a director or Officer (as such term is defined in not prohibited under the Senior Secured Notes Indenture; (iii) of the Issuer certifies for the benefit of the Security Agent that that disposal is not prohibited by under the Senior Secured Notes Finance Documents (provided that such certificate has been provided to the Notes Trustee), or the Notes Trustee authorises the release in accordance with the terms of the Senior Secured Notes Finance Documents and, in either case, to the extent relating to a Shares Disposition (as such term is defined in the Senior Secured Notes Indenture in its original form) the Issuer delivers a certificate that it will comply with the express provisions of the Senior Secured Notes Indenture in its original form relating thereto as set forth in Section 4.10 (Limitation on Sales of Specified Shares) of the Senior Secured Notes IndenturePari Passu Debt Documents; and (Biv) that disposal is not a Distressed Disposal, the Security Agent is irrevocably instructed and authorised without liability, and (at the reasonable cost of the relevant Debtor or the Issuer Parent and without any Consentconsent, sanction, authority or further confirmation from any Creditor or Creditor, Debtor, the Parent or, without limitation, the Senior Secured Notes Trustee) but subject to paragraph ‎(b(c) below: (IA) to release the Transaction Security and or any other claim (including for the avoidance of doubt, any Shared Assurance) (relating to a Debt Document) over that asset; (IIB) where that asset consists of shares in the capital of a member of the GroupDebtor, to release the Transaction Security and or any other claimclaim (including for the avoidance of doubt, including without limitation any Guarantee Liabilities or Other Liabilities Shared Assurance) (relating to a Debt Document) over that member of the Group or its assets and (if any) the Subsidiaries of that member Debtor and the shares in and assets of the Group and their respective assetsany of its Subsidiaries; and (IIIC) to execute and deliver or enter into any release of the Transaction Security or any claim described in paragraphs (IA) and (IIB) above and issue any certificates of non-non crystallisation of any floating charge or like any consent to dealing that may, in the discretion of the Security Agent, be considered necessary or desirable, provided that, (i) the release of Transaction Security is permitted under the terms of the Credit Facility Agreement and the terms of the Senior Secured Noted Documents and the Pari Passu Debt Documents and (ii) to the extent that replacement Transaction Security is required letters from the transferee under the terms of the Debt Documents, such Transaction Security will (if anysubject to any other requirements relating to the release, retaking, amendment or extension of the Transaction Security under the Debt Documents) be granted at the same time as (or before) the relevant disposal is effected. For the avoidance of doubt, the Security Agent may, in its absolute discretion, rely on a certification from the Company that the disposal is as described in paragraphs (i) to (iv) above. (b) If, in respect of a disposal of an asset by a Debtor which is subject to the Transaction Security to a person or persons outside the Restricted Group which: (i) is not prohibited under the Credit Facility Documents; (ii) is not prohibited under the Senior Secured Notes Indenture; (iii) is not prohibited under the Pari Passu Debt Documents; and (iv) is not a Distressed Disposal, the Security Agent is irrevocably instructed and authorised (at the cost of the relevant Debtor or the Parent and without any consent, sanction, authority or further confirmation from any Creditor or Debtor, the Parent or, without limitation, any Senior Secured Notes Trustee) but subject to paragraph (c) below: (A) to release the Transaction Security or any other claim (relating to a Debt Document) over that asset; (B) where that asset consists of shares in the capital of a Debtor, to release the Transaction Security or any other claim (relating to a Debt Document) over the assets of that Debtor and the shares in and assets of any of its Subsidiaries; and (C) to execute and deliver or enter into any release of the Transaction Security or any claim described in paragraphs (A) and (B) above and issue any certificates of non crystallisation of any floating charge or any consent to dealing that may, in connection with such releasethe discretion of the Security Agent, and any other document evidencing such release be considered necessary or desirable. For the avoidance of doubt, the Security Agent may, in its absolute discretion, rely on a certification from the Company that the disposal is as reasonably requested by the Issuerdescribed in paragraphs (i) to (iv) above. (bc) If any disposal under paragraph paragraphs (a) or (b) above is not made, each release of Transaction Security or any claim described in paragraph (a) or (b) above shall have no effect and the Transaction Security or claim subject to that release shall continue in such force and effect as if that release had not been effected. (d) If any proceeds from a disposal under paragraphs (a) and (b) above are required to be applied in mandatory prepayment of any of the Secured Liabilities or to be offered to Secured Parties pursuant to the terms of the relevant Secured Debt Documents then such proceeds shall be applied in or towards Payment of such Secured Liabilities or shall be offered to the relevant Secured Parties in accordance with the terms of the relevant Secured Debt Documents and the consent of any other Party shall not be required for that application.

Non-Distressed Disposals. (a) IfSubject to paragraph (c) below, if, in respect of a disposal of: (i) an asset by a Debtor or a grantor of Transaction Security that is a member of the Group; or (ii) an asset which is subject to the Transaction Security, to another member of the Group: (A) that disposal is permitted under (prior to the Final Revolving Facility Discharge Date) a director or Officer the Revolving Facility Documents and (as such term is defined in prior to the Senior Secured Notes IndentureDischarge Date) of the Issuer certifies for the benefit of the Security Agent that that disposal is not prohibited by the Senior Secured Notes Finance Documents (provided that such certificate has been provided to the Notes Trustee), or the Notes Trustee authorises the release in accordance with the terms of the Senior Secured Notes Finance Documents and, in either case, to the extent relating to a Shares Disposition (as such term is defined in the Senior Secured Notes Indenture in its original form) the Issuer delivers a certificate that it will comply with the express provisions of the Senior Secured Notes Indenture in its original form relating thereto as set forth in Section 4.10 (Limitation on Sales of Specified Shares) of the Senior Secured Notes IndentureDocuments; and (B) that disposal is not a Distressed Disposal, the Security Agent Trustee is irrevocably authorised without liability, and (at the reasonable cost of the relevant Debtor or the Issuer Company and without any Consentconsent, sanction, authority or further confirmation from any Creditor Creditor, Debtor or other grantor of Transaction Security that is a member of the Group): (iii) to release the Transaction Security over that asset; (iv) where that asset consists of shares in the capital of a Debtor, to release the Transaction Security over that Debtor’s or that other grantor of Transaction Security who is a member of the Group’s assets; (v) but to execute and deliver or enter into any release of the Transaction Security described in paragraphs (iii) and (iv) above and issue any certificates of non-crystallisation of any floating charge or any consent to dealing that may, in the discretion of the Security Trustee, be considered necessary or desirable, provided that, in the case of a Non-Distressed Disposal under this paragraph (a), (A) the release of the Transaction Security is permitted under the terms of the Revolving Facility Agreement and the Senior Secured Notes Indenture and (B) to the extent that replacement Transaction Security is required from the transferee under the terms of the Debt Documents, such Transaction Security will (subject to any requirements relating to the release, retaking, amendment or extension of the Transaction Security under the Debt Documents) be granted at the same time as (or before) the relevant disposal is effected. (b) Subject to paragraph ‎(b(c) below, if, in respect of a disposal of: (Ii) an asset by a Debtor or a grantor of Transaction Security that is a member of the Group; or (ii) an asset which is subject to the Transaction Security, to a person or persons outside the Group: (A) that disposal is permitted under (prior to the Revolving Facility Discharge Date) the Revolving Facility Documents and (prior to the Senior Secured Notes Discharge Date) the Senior Secured Notes Documents; (B) that disposal is not a Distressed Disposal; and (C) that disposal is notified to each Representative, the Security Trustee is irrevocably authorised (at the cost of the relevant Debtor or the Company and without any consent, sanction, authority or further confirmation from any Creditor, Debtor or other grantor of Transaction Security that is a member of the Group): (iii) to release the Transaction Security and any other claim (relating to a Debt Document) over that asset; (IIiv) where that asset consists of shares in the capital of a member of the GroupDebtor, to release the Transaction Security and any other claim, including without limitation any Guarantee Liabilities or Other Liabilities claim (relating to a Debt Document) over that Debtor’s or that other grantor of Transaction Security who is a member of the Group or its assets and (if any) the Subsidiaries of that member of the Group and their respective Group’s assets; and; (IIIv) to execute and deliver or enter into any release of the Transaction Security or and any claim described in paragraphs (Iiii) and (IIiv) above and issue any certificates of non-crystallisation of any floating charge or like required letters (if any) or any consent to dealing that may, in connection with such releasethe discretion of the Security Trustee, and any other document evidencing such release as reasonably requested by the Issuerbe considered necessary or desirable. (bc) If any a disposal under referred to in paragraph (a) or (b) above (each a “Non-Distressed Disposal”) is not made, each release of Transaction Security or any claim described and, in respect of paragraph (a) above b), each release of any claim, shall have no effect and the Transaction Security or claim (as the case may be) subject to that release shall continue in such force and effect as if that release had not been effected.

Non-Distressed Disposals. (a) IfThe Security Agent (on behalf of itself and the Secured Parties) hereby agrees (and is irrevocably authorised and instructed to do so without any consent, in respect sanction, authority or further confirmation from any Creditor, Operating Facility Lender or Debtor) that it shall (at the request and cost of a disposal ofthe relevant Debtor or the Parent) promptly release (or procure that any other relevant person releases) from the Transaction Security and the Secured Debt Documents: (i) an any Security (and/or any other claim relating to a Debt Document) over any asset which is the subject of: (A) a disposal not prohibited by the terms of any Debt Financing Agreement (including a disposal to a member of the Group, the PMSL Disposal and/or the Merger (including the Debt Pushdown), but without prejudice to any obligation of any member of the Group in a Debt Financing Agreement to provide replacement security); or (B) any other transaction not prohibited by the terms of any Debt Financing Agreement pursuant to which that asset will cease to be held or owned by a member of the Group; or; (ii) an asset which is subject any Security (and/or any other claim relating to a Debt Document) over any document or other agreement requested in order for any member of the Group to effect any amendment or waiver in respect of that document or agreement or otherwise exercise any rights, comply with any obligations or take any action in relation to that document or agreement (in each case to the Transaction Security: (A) (prior to the Final Discharge Date) a director or Officer (as such term is defined in the Senior Secured Notes Indenture) of the Issuer certifies for the benefit of the Security Agent that that disposal is extent not prohibited by the Senior Secured Notes Finance Documents terms of any Debt Financing Agreement); (provided iii) any Security (and/or any other claim relating to a Debt Document) over any asset of any member of the Group which has ceased to be a Debtor (or will cease to be a Debtor simultaneously with such release); and (iv) any Security (and/or any other claim relating to a Debt Document) over any other asset to the extent that such certificate has been provided to the Notes Trustee), or the Notes Trustee authorises the release is in accordance with the terms of the Senior Secured Notes Finance Documents andDebt Financing Agreements. In the case of a disposal of shares or other ownership interests in a Debtor (or any Holding Company of any Debtor), in either case, or any other transaction pursuant to the extent relating which a Debtor (or any Holding Company of any Debtor) will cease to be a Shares Disposition (as such term is defined in the Senior Secured Notes Indenture in its original form) the Issuer delivers a certificate that it will comply with the express provisions member of the Senior Secured Notes Indenture in its original form relating thereto as set forth in Section 4.10 Group or a Debtor (Limitation on Sales including, without limitation, pursuant to Clause 19.13 (Resignation of Specified Shares) of the Senior Secured Notes Indenture; and (B) that disposal is not a Distressed DisposalDebtor)), the Security Agent (on behalf of itself and the Secured Parties) hereby agrees (and is irrevocably authorised and instructed to do so without liabilityany consent, and sanction, authority or further confirmation from any Creditor, Operating Facility Lender, other Secured Party or Debtor) that it shall (at the reasonable request and cost of the relevant Debtor or the Issuer Parent) promptly release (or procure that any other relevant person releases) that Debtor and its Subsidiaries from all present and future liabilities (both actual and contingent) under the Secured Debt Documents and the respective assets of such Debtor and its Subsidiaries (and the shares in any such Debtor and/or Subsidiary) from the Transaction Security and the Secured Debt Documents (including any claim relating to a Debt Document and any Guarantee Liabilities or Other Liabilities). (b) When making any request for a release pursuant to paragraph (a)(i), (ii) or (iv) above, the Parent shall confirm in writing to the Security Agent that: (i) in the case of any release requested pursuant to paragraph (a)(i) or (ii) above, the relevant disposal or other action is not prohibited by the terms of any Debt Financing Agreement; or (ii) in the case of any release requested pursuant to paragraph (a)(iv) above, the relevant release is in accordance with the terms of the Debt Financing Agreements, and the Security Agent shall be entitled to rely on that confirmation for all purposes under the Secured Debt Documents. (c) The Security Agent shall (at the cost and expense of the relevant Debtor or the Parent but without the need for any Consentfurther consent, sanction, authority or further confirmation from any Creditor, Operating Facility Lender, other Secured Party or Debtor) promptly enter into (or procure that any relevant person enters into) and deliver such documentation and/or take such other action as the Parent (acting reasonably) shall require to give effect to any release or other matter contemplated by this Clause 13.1 (including the issuance of any certificates of non-crystallisation of floating charges, any consent to dealing or any other similar or equivalent document that may be required or desirable). (d) Without prejudice to the foregoing and for the avoidance of doubt, if requested by the Parent in accordance with the terms of any of the Debt Financing Agreements (and provided that the requested action is not expressly prohibited by any of the other Debt Financing Agreements), the Security Agent and the other Creditors and Operating Facility Lenders shall (at the cost of the relevant Debtor and/or the Parent) promptly execute any guarantee, security or other release and/or any amendment, supplement or other documentation relating to the Security Documents as contemplated by the terms of any of the Debt Financing Agreements (and the Security Agent is authorised to execute, and will promptly execute if requested by the Parent, without the need for any further consent, sanction, authority or further confirmation from any Creditor or DebtorOperating Facility Lender, any such release or document on behalf of the Creditors and the Operating Facility Lenders). When making any request pursuant to this paragraph (d) but the Parent shall confirm in writing to the Security Agent that such request is in accordance with the terms of a Debt Financing Agreement (and the requested action is not expressly prohibited by any of the other Debt Financing Agreements) and the Security Agent shall be entitled to rely on that confirmation for all purposes under the Secured Debt Documents. (e) For the avoidance of doubt and notwithstanding anything to the contrary in any Debt Document, nothing in any Security Document shall operate or be construed so as to prevent any transaction, matter or other step not prohibited by the terms of this Agreement or the Debt Financing Agreements (a “Permitted Action”). The Security Agent (on behalf of itself and the Secured Parties) hereby agrees (and is irrevocably authorised and instructed to do so without any consent, sanction, authority or further confirmation from any Party) that it shall (at the request and cost of the relevant Debtor or the Parent) promptly execute any release or other document and/or take such other action under or in relation to any Debt Document (or any asset subject or expressed to be subject to paragraph ‎(bany Security Document) below:as is requested by the Parent in order to complete, implement or facilitate a Permitted Action. In the event that the Parent makes any request pursuant to and in reliance on the preceding sentence, the Security Agent shall be permitted to request a confirmation from the Parent that the relevant transaction, matter or other step is a Permitted Action and the Security Agent shall be entitled to rely on that confirmation for all purposes under the Secured Debt Documents. (If) For the avoidance of doubt and notwithstanding anything to release the Transaction Security and any other claim (relating to a Debt Document) over that asset; (II) where that asset consists of shares contrary in the capital of a member of the GroupSenior Parent Finance Documents, to release the Transaction Security and if any other claim, including without limitation any Guarantee Liabilities or Other Liabilities (relating to a Debt Document) over that member of the Group is required or its assets and permitted under the Senior Debt Documents to apply the proceeds of any disposal or other transaction in prepayment, redemption or any other discharge or reduction of any Senior Liabilities: (if anyi) no such application of those proceeds shall require the Subsidiaries consent of that any Party or Senior Parent Creditor or will result in a direct or indirect breach of any Senior Parent Finance Document; and (ii) any such application shall discharge in full any obligation to apply those proceeds in prepayment, redemption or any other discharge or reduction of any Senior Parent Liabilities. This paragraph (f) is without prejudice to any right of any member of the Group and their respective assets; and (III) to execute and deliver apply any proceeds of any disposal or enter into any release of the Transaction Security other transaction in prepayment, redemption or any claim described in paragraphs (I) and (II) above and issue any certificates of non-crystallisation other discharge or reduction of any floating charge Senior Parent Liabilities to the extent permitted or like required letters (if any) contemplated by this Agreement or any consent to dealing in connection with such release, and any other document evidencing such release as reasonably requested by the IssuerSenior Debt Document. (b) If any disposal under paragraph (a) above is not made, each release of Transaction Security or any claim described in paragraph (a) above shall have no effect and the Transaction Security or claim subject to that release shall continue in such force and effect as if that release had not been effected.

Non-Distressed Disposals. (a) IfThe Security Agent (on behalf of itself and the Secured Parties) hereby agrees (and is irrevocably authorised and instructed to do so without any consent, in respect sanction, authority or further confirmation from any Creditor, Operating Facility Lender or Debtor) that it shall (at the request and cost of a disposal ofthe relevant Debtor or the Parent) promptly release (or procure that any other relevant person releases) from the Transaction Security and the Secured Debt Documents: (i) an any Security (and/or any other claim relating to a Debt Document) over any asset which is the subject of: (A) a disposal not prohibited by the terms of any Debt Financing Agreement (including a disposal to a member of the Group, but 107 without prejudice to any obligation of any member of the Group in a Debt Financing Agreement to provide replacement security); or (B) any other transaction not prohibited by the terms of any Debt Financing Agreement pursuant to which that asset will cease to be held or owned by a member of the Group; or; (ii) an asset which is subject any Security (and/or any other claim relating to a Debt Document) over any document or other agreement requested in order for any member of the Group to effect any amendment or waiver in respect of that document or agreement or otherwise exercise any rights, comply with any obligations or take any action in relation to that document or agreement (in each case to the Transaction Security: (A) (prior to the Final Discharge Date) a director or Officer (as such term is defined in the Senior Secured Notes Indenture) of the Issuer certifies for the benefit of the Security Agent that that disposal is extent not prohibited by the Senior Secured Notes Finance Documents terms of any Debt Financing Agreement); (provided iii) any Security (and/or any other claim relating to a Debt Document) over any asset of any member of the Group which has ceased to be a Debtor (or will cease to be a Debtor simultaneously with such release); and (iv) any Security (and/or any other claim relating to a Debt Document) over any other asset to the extent that such certificate has been provided to the Notes Trustee), or the Notes Trustee authorises the release is in accordance with the terms of the Senior Secured Notes Finance Documents andDebt Financing Agreements. In the case of a disposal of shares or other ownership interests in a Debtor (or any Holding Company of any Debtor), in either case, or any other transaction pursuant to the extent relating which a Debtor (or any Holding Company of any Debtor) will cease to be a Shares Disposition (as such term is defined in the Senior Secured Notes Indenture in its original form) the Issuer delivers a certificate that it will comply with the express provisions member of the Senior Secured Notes Indenture in its original form relating thereto Group or a Debtor (including, without limitation, pursuant to Clause 19.13 (Resignation of a Debtor) or by reason of that Debtor, or a Holding Company of that Debtor, being designated as set forth in Section 4.10 (Limitation on Sales of Specified Shares) of the Senior Secured Notes Indenture; and (B) that disposal is not a Distressed Disposalan Unrestricted Subsidiary), the Security Agent (on behalf of itself and the Secured Parties) hereby agrees (and is irrevocably authorised and instructed to do so without liabilityany consent, and sanction, authority or further confirmation from any Creditor, Operating Facility Lender, other Secured Party or Debtor) that it shall (at the reasonable request and cost of the relevant Debtor or the Issuer Parent) promptly release (or procure that any other relevant person releases) that Debtor and its Subsidiaries from all present and future liabilities (both actual and contingent) under the Secured Debt Documents and the respective assets of such Debtor and its Subsidiaries (and the shares in any such Debtor and/or Subsidiary) from the Transaction Security and the Secured Debt Documents (including any claim relating to a Debt Document and any Guarantee Liabilities or Other Liabilities). (b) When making any request for a release pursuant to sub-paragraph (a)(i), (a)(ii) or (a)(iv) of this Clause 13.1 the Parent shall confirm in writing to the Security Agent that: (i) in the case of any release requested pursuant to sub-paragraph (a)(i) or (a)(ii) above, the relevant disposal or other action is not prohibited by the terms of any Debt Financing Agreement; or (ii) in the case of any release requested pursuant to paragraph (a)(iv) above, the relevant release is in accordance with terms of the Debt Financing Agreements, and the Security Agent shall be entitled to rely on that confirmation for all purposes under the Secured Debt Documents. 108 (c) The Security Agent shall (at the cost and expense of the relevant Debtor or the Parent but without the need for any Consentfurther consent, sanction, authority or further confirmation from any Creditor, Operating Facility Lender, other Secured Party or Debtor) promptly enter into (or procure that any relevant person enters into) and deliver such documentation and/or take such other action as the Parent (acting reasonably) shall require to give effect to any release or other matter contemplated by this Clause 13.1 (including the issuance of any certificates of non-crystallisation of floating charges, any consent to dealing or any other similar or equivalent document that may be required or desirable). (d) Without prejudice to the foregoing and for the avoidance of doubt, if requested by the Parent in accordance with the terms of any of the Debt Financing Agreements (and provided that the requested action is not expressly prohibited by any of the other Debt Financing Agreements), the Security Agent and the other Creditors and Operating Facility Lenders shall (at the cost of the relevant Debtor and/or the Parent) promptly execute any guarantee, security or other release and/or any amendment, supplement or other documentation relating to the Security Documents as contemplated by the terms of any of the Debt Financing Agreements (and the Security Agent is authorised to execute, and will promptly execute if requested by the Parent, without the need for any further consent, sanction, authority or further confirmation from any Creditor or DebtorOperating Facility Lender, any such release or document on behalf of the Creditors and the Operating Facility Lenders). When making any request pursuant to this paragraph (d) but the Parent shall confirm in writing to the Security Agent that such request is in accordance with the terms of a Debt Financing Agreement (and the requested action is not expressly prohibited by any of the other Debt Financing Agreements) and the Security Agent shall be entitled to rely on that confirmation for all purposes under the Secured Debt Documents. (e) Notwithstanding anything to the contrary in any Debt Document, nothing in any Security Document shall operate or be construed so as to prevent any transaction, matter or other step not prohibited by the terms of this Agreement or the Debt Financing Agreements (a “Permitted Transaction”). The Security Agent (on behalf of itself and the Secured Parties) hereby agrees (and is irrevocably authorised and instructed to do so without any consent, sanction, authority or further confirmation from any Party) that it shall (at the request and cost of the relevant Debtor or the Parent) promptly execute any release or other document and/or take such other action under or in relation to any Debt Document (or any asset subject or expressed to be subject to paragraph ‎(bany Security Document) below:as is requested by the Parent in order to complete, implement or facilitate a Permitted Transaction. In the event that the Parent makes any request pursuant to and in reliance on the preceding sentence, the Security Agent shall be permitted to request a confirmation from the Parent that the relevant transaction, matter or other step is a Permitted Transaction and the Security Agent shall be entitled to rely on that confirmation for all purposes under the Secured Debt Documents. (If) For the avoidance of doubt and notwithstanding anything to release the Transaction Security and any other claim (relating to a Debt Document) over that asset; (II) where that asset consists of shares contrary in the capital of a member of the GroupSenior Parent Finance Documents, to release the Transaction Security and if any other claim, including without limitation any Guarantee Liabilities or Other Liabilities (relating to a Debt Document) over that member of the Group is required or its assets permitted under the Senior Debt Documents to apply the proceeds of any disposal or other transaction in prepayment, redemption or any other discharge or reduction of any Senior Liabilities: (i) no such application of those proceeds shall require the consent of any Party or Senior Parent Creditor or will result in a direct or indirect breach of any Senior Parent Finance Document; and 109 (if anyii) the Subsidiaries any such application shall discharge in full any obligation to apply those proceeds in prepayment, redemption or any other discharge or reduction of that any Senior Parent Liabilities. This paragraph (f) is without prejudice to any right of any member of the Group to apply any proceeds of any disposal or other transaction in prepayment, redemption or any other discharge or reduction of any Senior Parent Liabilities to the extent permitted or contemplated by this Agreement or any other Senior Debt Document. (g) The Security Agent is irrevocably authorised by each Secured Party to (and their respective assetswill on the request and at the cost of the Parent): (i) release the Transaction Security; and (IIIii) to execute release each Investor, each Debtor and deliver or enter into any release each other member of the Transaction Security Group from all liabilities, undertakings and other obligations under the Secured Debt Documents, on the Final Discharge Date (or at any claim described in paragraphs (I) and (II) above and issue any certificates time following such date on the request of non-crystallisation of any floating charge or like required letters (if any) or any consent to dealing in connection with such release, and any other document evidencing such release as reasonably requested by the IssuerParent). (b) If any disposal under paragraph (a) above is not made, each release of Transaction Security or any claim described in paragraph (a) above shall have no effect and the Transaction Security or claim subject to that release shall continue in such force and effect as if that release had not been effected.

Non-Distressed Disposals. (a) If, in respect of a disposal of: (i) disposal, sale or transfer other than a Distressed Disposal of an asset by a member of Debtor or any other transaction: (i) the Group; or (ii) an asset which is subject to the Transaction Security: (A) (prior to the Final Discharge Date) a director or Officer (as such term is defined in the Senior Secured Notes Indenture) of the Issuer Parent certifies for the benefit of the Security Agent that that disposal disposal, sale or transfer or other transaction where an asset is permitted to be released from the Collateral is permitted under or is not prohibited by the Senior Secured Notes Finance Facilities Documents, the Pari Passu Debt Documents, the Second Lien Debt Documents and the Additional Unsecured Debt Documents (provided that such certificate has been provided in each case, to the Notes Trustee), extent such Debt Documents have not been terminated in accordance with the provisions hereof and thereof) or (ii) the Notes Trustee authorises relevant Representative authorizes the release in accordance with the terms of the Senior Secured Notes Finance Documents and, in either case, to the extent relating to a Shares Disposition (as such term is defined in the Senior Secured Notes Indenture in its original form) the Issuer delivers a certificate that it will comply with the express provisions of the Senior Secured Notes Indenture in its original form relating thereto as set forth in Section 4.10 (Limitation on Sales of Specified Shares) of the Senior Secured Notes Indentureapplicable Debt Documents; and (B) that disposal is not a Distressed Disposal, the Security Agent is irrevocably authorised without liabilityauthorized and obliged (provided that it is satisfied that it has adequate coverage for all costs, fees and (expenses in relation to such action) at the reasonable cost of the relevant Debtor or the Issuer Company and without any Consentconsent, sanction, authority or further confirmation from any Creditor Creditor, other Secured Party or any Debtor) , but subject to paragraph ‎(b(b) below: : (IA) to release the Transaction Security and or any other claim (relating to a Debt Document) over the asset that is subject to the disposal, sale or transfer or other such transaction; (B) where that asset consists of shares in the capital of a Debtor, to release the Transaction Security or any other claim (relating to a Debt Document) over that asset; (II) where that asset consists of shares in the capital of a member of the GroupDebtor’s assets and, to release the Transaction Security and extent that they are at such time being disposed of, the assets of any other claimSubsidiary of that Debtor or against that Debtor and, including without limitation any Guarantee Liabilities or Other Liabilities (relating to a Debt Document) over the extent that member of the Group or its assets and (if any) they are at such time being disposed of, the Subsidiaries of that member of the Group Debtor and their respective assets; and and (IIIC) to execute and deliver or enter into any release of the Transaction Security or any claim described in paragraphs clauses (IA) and (IIB) above and issue any certificates of non-crystallisation crystallization of any floating charge or like required letters (if any) or any consent to dealing that may, in connection with such releasethe discretion of the Security Agent (acting reasonably), and be considered necessary or desirable. For the avoidance of doubt, the Security Agent may, in its absolute discretion, rely on a certification from the Parent that the disposal is as described in each of the sub-clauses of this paragraph (a). In no event shall this Section 14.1(a) be construed to impose any condition to the release of Transaction Security or any other document evidencing such release as reasonably requested claim that, by the Issuerterms of the applicable Debt Documents, is released upon the disposal, sale or transfer of the applicable asset or consummation of the applicable transaction. (b) If any In the event of a disposal under or transaction provided for in paragraph (a) above is not made(a “Non-Distressed Disposal”), each release of Transaction Security or any claim described in paragraph (a) above shall have no effect be contingent upon that Non-Distressed Disposal being effected or the fulfillment of such conditions (as relevant), and in the event that such Non-Distressed Disposal is not effected or the conditions for such release are not fulfilled (as relevant), the Transaction Security or claim subject to that release shall continue in such full force and effect as if that release had not been effected. (c) If the proceeds of a Non-Distressed Disposal are required to be applied in mandatory prepayment of any of the Senior Secured Obligations or to be offered to Secured Parties pursuant to the terms of the relevant Senior Secured Documents, the Second Lien Debt Documents or the Additional Unsecured Debt Documents, as applicable, (other than this Agreement) then such proceeds shall be applied in or towards Payment of such Senior Secured Obligations or shall be offered to the relevant Secured Parties in accordance with the terms of the relevant Senior Secured Documents, Second Lien Debt Documents or Additional Unsecured Debt Documents (other than this Agreement) and the consent of any other Party shall not be required for that application.