Common use of Possession, Use and Release of Collateral Clause in Contracts

Possession, Use and Release of Collateral. (a) Each Holder, by accepting a Note, consents and agrees to the provisions of the Note Documents governing the possession, use and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of the Security Documents. (b) The Liens on the Collateral in favor of the Collateral Agent with respect to all Note Obligations of the Issuer and the Guarantors secured by such Collateral will be released automatically and unconditionally: (1) upon payment in full of all outstanding Notes and all other amounts due under this Indenture (including any Guarantee), the Collateral Agency Agreement and the Notes; (2) upon legal defeasance or satisfaction and discharge of the Notes as set forth under Articles 8 and 11, respectively; (3) as to any Collateral that constitutes all or substantially all of the Collateral, with the consent of the holders of at least two-thirds in principal amount of the Notes then outstanding; (4) to enable the Issuer and/or any Guarantor to consummate the disposition of property or assets to a Person other than the Issuer or a Guarantor (unless such property or other assets transferred to a Person that is the Issuer or a Guarantor are automatically, substantially concurrently with or in advance of such release, the subject of Liens granted by such transferee securing the Notes) to the extent not prohibited under Section 4.10; (5) in the case of a sale or other transfer as part of or in connection with an Asset Sale by the Issuer or any Guarantor to a Person other than the Issuer or a Guarantor (unless such property or other assets transferred to a Person that is the Issuer or a Guarantor are automatically, substantially concurrently with or in advance of such release, the subject of Liens granted by such transferee securing the Notes) in a transaction permitted hereunder; (6) with respect to any Collateral owned by a Guarantor whose Capital Stock is sold or otherwise disposed of in accordance with the terms of this Indenture to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary, upon such sale or other disposition; (7) upon the occurrence of a Covenant Suspension Event, provided that, if, after any Covenant Suspension Event, a Reversion Date shall occur, then the Suspension Period with respect to such Covenant Suspension Event shall terminate and the Issuer will take all actions reasonably necessary to provide that the Notes and any Guarantees shall be secured on a first-priority basis (subject to permitted encumbrances) by Liens on the Collateral within 120 days after such Reversion Date or as soon as reasonably practicable thereafter (but in each case, subject to all limitations and exclusions set forth herein and in the Security Documents); (8) with respect to property or other assets owned by a Guarantor that is released from its Guarantee pursuant to the terms of this Indenture, concurrently upon the release from such Guarantee; (9) with respect to property or other assets that does not constitute Collateral (or ceases to constitute Collateral) (including by being or becoming an Excluded Asset); and (10) as required by the terms of any Applicable Intercreditor Agreement (including if consent to release all Liens on Collateral has been given by the Majority Agent, acting in accordance with the First Lien Financing Document(s) for the series of First Lien Obligations with respect to which it is acting in such capacity, pursuant to the First Lien Intercreditor Agreement). (c) At the request of the Issuer, and upon delivery of an Officer’s Certificate and Opinion of Counsel delivered to the Trustee in accordance with in the requirements specified in this Indenture, the Trustee will execute and deliver any documents, instructions or instruments evidencing the consent of the Holders (and the Holders will be deemed to have consented to and authorized the Trustee to execute and deliver any such documentation, instructions or instruments) to any permitted release contemplated by Section 12.04(b). Each Holder of Notes, by its acceptance of a Note, is deemed to have irrevocably consented to and authorized the Trustee and the Collateral Agent to execute and deliver any such documentation, instructions or instruments relating to any such permitted release under this Indenture or the Security Documents. (d) The Collateral Agent or the Trustee, as applicable, shall execute and deliver all such authorizations, instructions and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Agent or the Trustee, as applicable, to execute and deliver any such authorization, instruction or instrument and take any such action) under the Security Documents or otherwise as may be reasonably requested in writing by the Issuer, at the cost of the Issuer, to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(b); provided that the Trustee and the Collateral Agent shall be entitled to receive an Opinion of Counsel and an Officer’s Certificate in connection with any such request of the Issuer related to the release of any Collateral.

Possession, Use and Release of Collateral. (a) Each Holder, by accepting a Note, consents and agrees to the provisions of the Note Documents governing the possession, use and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of the Security Documents. (b) The Liens on the Collateral in favor of the Collateral Agent with respect to all Note Obligations obligations of the Issuer and the Guarantors secured by such Collateral will be released automatically and unconditionally: (1) upon payment in full of all outstanding Notes and all other amounts due under this Indenture (including any Guarantee), the Collateral Agency Agreement and the Notes; (2) upon legal defeasance or satisfaction and discharge of the Notes as set forth under Articles 8 and 11, respectively; (3) as to any Collateral that constitutes all or substantially all of the Collateral, with the consent of the holders of at least two-thirds in principal amount of the Notes then outstanding; (4) to enable the Issuer and/or any Guarantor to consummate the disposition of property or assets to a Person other than the Issuer or a Guarantor (unless such property or other assets transferred to a Person that is the Issuer or a Guarantor are automatically, substantially concurrently with or in advance of such release, the subject of Liens granted by such transferee securing the Notes) to the extent not prohibited under Section 4.10; (5) in the case of a sale or other transfer as part of or in connection with an Asset Sale by the Issuer or any Guarantor to a Person other than the Issuer or a Guarantor (unless such property or other assets transferred to a Person that is the Issuer or a Guarantor are automatically, substantially concurrently with or in advance of such release, the subject of Liens granted by such transferee securing the Notes) in a transaction permitted hereunder; (6) with respect to any Collateral owned by a Guarantor whose Capital Stock is sold or otherwise disposed of in accordance with the terms of this Indenture to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary, upon such sale or other disposition; (7) upon the occurrence of a Covenant Suspension Event, provided that, if, after any Covenant Suspension Event, a Reversion Date shall occur, then the Suspension Period with respect to such Covenant Suspension Event shall terminate and the Issuer will take all actions reasonably necessary to provide that the Notes and any Guarantees shall be secured on a first-priority basis (subject to permitted encumbrances) by Liens on the Collateral within 120 days after such Reversion Date or as soon as reasonably practicable thereafter (but in each case, subject to all limitations and exclusions set forth herein and in the Security Documents); (8) with respect to property or other assets owned by a Guarantor that is released from its Guarantee pursuant to the terms of this Indenture, concurrently upon the release from such Guarantee; (9) with respect to property or other assets that does not constitute Collateral (or ceases to constitute Collateral) (including by being or becoming an Excluded Asset); and (10) as required by the terms of any Applicable Intercreditor Agreement (including if consent to release all Liens on Collateral has been given by the Majority Agent, acting in accordance with the First Lien Financing Document(s) for the series of First Lien Obligations with respect to which it is acting in such capacity, pursuant to the First Lien Intercreditor Agreement). (c) At the request of the Issuer, and upon delivery of an Officer’s Certificate and Opinion of Counsel delivered to the Trustee in accordance with in the requirements specified in this Indenture, the Trustee will execute and deliver any documents, instructions or instruments evidencing the consent of the Holders (and the Holders will be deemed to have consented to and authorized the Trustee to execute and deliver any such documentation, instructions or instruments) to any permitted release contemplated by Section 12.04(b). Each Holder of Notes, by its acceptance of a Note, is deemed to have irrevocably consented to and authorized the Trustee and the Collateral Agent to execute and deliver any such documentation, instructions or instruments relating to any such permitted release under this Indenture or the Security Documents. (d) The Collateral Agent or the Trustee, as applicable, shall execute and deliver all such authorizations, instructions and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized the Collateral Agent or the Trustee, as applicable, to execute and deliver any such authorization, instruction or instrument and take any such action) under the Security Documents or otherwise as may be reasonably requested in writing by the Issuer, at the cost of the Issuer, to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(b); provided that the Trustee and the Collateral Agent shall be entitled to receive an Opinion of Counsel and an Officer’s Certificate in connection with any such request of the Issuer related to the release of any Collateral.

Possession, Use and Release of Collateral. (ai) Each Holder, by accepting a Note, consents and agrees to the provisions terms of the Note Security Documents governing and the possessionIntercreditor Agreement (including, use without limitation, the provisions providing for foreclosure and release of the Collateral), as the same may be in effect or may be amended from time to time in accordance with their terms, and is deemed to authorise and direct (ii) the Trustee, who shall in turn be authorized to instruct the Security Agent (to the extent provided in the Intercreditor Agreement), with respect to each of the Security Documents to which the Security Agent is a party and the Intercreditor Agreement, and (ii) the Trustee, with respect to the Intercreditor Agreement, to perform their respective obligations and exercise their respective rights thereunder in accordance therewith. Each Furthermore, without limiting the generality of the foregoing, each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of this Indenture and the Security Documents. (b) The Liens on Without limiting the Collateral in favor provisions of Section 13.3(a) and subject to the provisions of the Collateral Agent with respect Intercreditor Agreement and each other Security Document applicable to all Note Obligations of the Issuer and the Guarantors secured by such Collateral will be released automatically and unconditionallyCollateral: (1) the Trustee shall release, or instruct the Security Agent to release, as applicable, the Liens and security interests created by this Indenture and the Security Documents on any portion of Collateral (Collateral so released, the “Released Interest”) upon the occurence of any of the following: (i) upon the full and final payment in full and peformance of all outstanding Notes Obligations of the Company and all other amounts due the Guarantors under this Indenture (including any Guarantee), the Collateral Agency Agreement and the Notes; (2ii) upon legal defeasance a Legal Defeasance or satisfaction and discharge of the Notes as set forth under Articles 8 and 11, respectivelyCovenant Defeasance pursuant to Article VIII; (3iii) as in connection with any sale or other disposition of the assets of the Company or such Guarantor, if the sale or other disposition complies with Section 4.6; (iv) if the Capital Stock or assets of the Company or such Guarantor are sold pursuant to any Collateral that constitutes all an enforcement of security over such Capital Stock or assets: (a) the proceeds of such sale received by the Security Agent are in the form of cash (or substantially all cash); and (b) the claims against the Company or such Guarantor or their respective assets, as the case may be, are irrevocably and unconditonally released (and not assumed by the relevant purchaser or any affiliate of such purchaser of the CollateralCompany or such Guarantor or assets, as the case may be) concurrently with such sale; and (c) the consent of sale is either made pursuant to a public auction or is otherwise made for fair market value (taking into account the holders of at least two-thirds in principal amount of circumstances giving rise to the Notes then outstandingsale); (4v) to enable unless an Event of Default has occurred or is continuing, upon the Issuer and/or any Guarantor to consummate designation by the disposition of property or assets to a Person other than the Issuer or a Guarantor (unless such property or other assets transferred to a Person that is the Issuer or a Guarantor are automatically, substantially concurrently with or in advance Company of such release, the subject of Liens granted by such transferee securing the Notes) to the extent not prohibited under Section 4.10; (5) Guarantor as an Unrestricted Subsidiary in the case of a sale or other transfer as part of or in connection with an Asset Sale by the Issuer or any Guarantor to a Person other than the Issuer or a Guarantor (unless such property or other assets transferred to a Person that is the Issuer or a Guarantor are automatically, substantially concurrently with or in advance of such release, the subject of Liens granted by such transferee securing the Notes) in a transaction permitted hereunder; (6) with respect to any Collateral owned by a Guarantor whose Capital Stock is sold or otherwise disposed of in accordance compliance with the terms of this Indenture to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Restricted Subsidiary, upon such sale or other dispositionIndenture; (7vi) unless an Event of Default has occurred or is continuing, upon refinancing of Indebtedness owed to First Priority Parties with debt financing which is unsecured or equity; or (vii) unless an Event of Default has occurred or is continuing, upon the occurrence repayment in full of a Covenant Suspension EventIndebtedness owed to First Priority Parties of the Company or such Guarantor with the proceeds of one or more Asset Sales; provided, provided thathowever, if, after any Covenant Suspension Event, a Reversion Date shall occur, then the Suspension Period with respect to such Covenant Suspension Event shall terminate Company and the Issuer will take all actions reasonably necessary to provide that the Notes and any Guarantees Guarantors’ principal source of liquidity following such repayment of Senior Debt shall be secured on a first-priority basis (subject to permitted encumbrances) by Liens on the Collateral within 120 days after such Reversion Date or as soon as reasonably practicable thereafter (but in each case, subject to all limitations and exclusions set forth herein and in the Security Documents); (8) with respect to property or other assets owned by a Guarantor that is released from its Guarantee pursuant to the terms of this Indenture, concurrently upon the release from such Guarantee; (9) with respect to property or other assets that does not constitute Collateral (or ceases to constitute Collateral) (including by being or becoming an Excluded Asset); and (10) as required by the terms of any Applicable Intercreditor Agreement (including if consent to release all Liens on Collateral has been given by the Majority Agent, acting in accordance with the First Lien Financing Document(s) for the series of First Lien Obligations with respect to which it is acting in such capacity, pursuant to the First Lien Intercreditor Agreement)unsecured. (c2) At the request of the Issuer, and upon delivery of an Officer’s Certificate stating that the terms of this Section 13.3 have been complied with. (3) unless an Event of Default has occurred and Opinion is continuing, the Company or the applicable Guarantor will have the right to remain in possession and retain exclusive control of Counsel delivered the Collateral to sell inventory in the ordinary course of business, to freely operate the Collateral, to vote any securities constituting Collateral and to collect, invest and dispose of any income thereon; and (i) notwithstanding the provisions of Section 13.3(a)(ii)(2), so long as no Default has occurred and is continuing or would result therefrom, the Company and the Guarantors may, among other things, without any release or consent by the Trustee, conduct ordinary course activities with respect to the Trustee Collateral in accordance with the provisions of this Indenture and the applicable Security Documents. The Trustee will execute or instruct the Security Agent to execute, as applicable, all documents reasonably requested by the Company to confirm the release from the Lien of this Indenture and the Security Documents of any Collateral disposed of or otherwise transferred in accordance with this Section 13.3. In the requirements specified event that the Company or any Guarantor has sold, exchanged, or otherwise disposed of or proposes to sell, exchange or otherwise dispose of any portion of the Collateral that under the provisions of Section 13.3(a)(ii)(1) or (3) may be sold, exchanged or otherwise disposed of by the Company or any Guarantor, and the Company requests in writing that the Trustee furnish a written disclaimer, release or quitclaim of any interest in such property under this Indenture, the Trustee will execute applicable Guarantee, if any, and deliver the Security Documents, upon being satisfied that the Company or such Guarantor is selling, exchanging or otherwise disposing of the Collateral in accordance with the provisions of Section 13.3(a)(ii)(1) or (3) (which, in the case of Section 13.03(a)(ii)(3), shall include receipt of an Officer’s Certificate by the Company reciting the sale, exchange or other disposition made or proposed to be made and describing in reasonable detail the assets or property affected thereby, and stating that such assets or assets or property are property which by the provisions of Section 13.3(a)(ii)(3) hereof may be sold, exchanged or otherwise disposed of or dealt with by the Company or such Guarantor without any documents, instructions release or instruments evidencing the consent of the Holders (Trustee or Security Agent), the Trustee shall promptly execute, acknowledge and deliver to the Company or instruct the Security Agent to execute, acknowledge and deliver to the Company, as applicable, such an instrument in the form provided by the Company, and providing for release without recourse or warranty, promptly after satisfaction of the conditions set forth herein for delivery of any such release and shall take such other action as the Company may reasonably request and as necessary to effect such release. Neither the Company nor any Guarantor shall transfer any Collateral to any Person other than to the Company, a Guarantor or a Person which will become a Guarantor simultaneously with such Transfer, unless the Liens on such Collateral created under the Security Documents are released in accordance with the provisions of this Section 13.3(a)(ii) or such transfer has been conducted in accordance with the provisions of Section 13.3(a)(ii)(3). Notwithstanding the foregoing provisions of this Section 13.3, the release of any Collateral from the Lien and security interest created by this Indenture and the Holders will Security Documents shall not be deemed to have consented to and authorized impair the Trustee to execute and deliver any such documentation, instructions or instruments) to any permitted release contemplated by Section 12.04(b). Each Holder of Notes, by its acceptance of a Note, is deemed to have irrevocably consented to and authorized the Trustee and the Collateral Agent to execute and deliver any such documentation, instructions or instruments relating to any such permitted release security under this Indenture or in contravention of the provisions hereof if and to the extent the Collateral is released pursuant to the terms of the Security Documents. (dc) The Collateral Agent If any conflict or the Trustee, as applicable, shall execute and deliver all such authorizations, instructions and other instruments and take such actions (inconsistency exists between this Section 13.3 and the Holders will be deemed to have consented to Intercreditor Agreement or any other applicable Security Documents, the Intercreditor Agreement and authorized the Collateral Agent or the Trustee, as applicable, to execute and deliver any such authorization, instruction or instrument and take any such action) under the applicable Security Documents or otherwise as may be reasonably requested in writing by the Issuer, at the cost of the Issuer, to evidence, confirm and effectuate any release of Collateral provided for in Section 12.04(b); provided that the Trustee and the Collateral Agent shall be entitled to receive an Opinion of Counsel and an Officer’s Certificate in connection with any such request of the Issuer related to the release of any Collateralgovern.

Possession, Use and Release of Collateral. (a) Each Holder, by accepting a Note, consents and agrees to the provisions of the Note Security Documents and this Indenture governing the possession, use and release of Collateral. Each Holder, by accepting a Note, consents and agrees that Collateral may, and, as applicable, shall, be released or substituted in accordance with the terms of this Indenture and the Security Documents. (b) The Liens on Without limiting the Collateral in favor provisions of Section 10.03(a) and subject to the provisions of the Security Document applicable to such Collateral: (i) unless an Event of Default has occurred and is continuing, the Trustee shall release the Liens and security interests created by this Indenture and the Security Documents on any portion of Collateral Agent subject to an Asset Disposition (Collateral so released, the “Released Interest”) upon compliance with respect the condition that the Company deliver to all Note Obligations the Trustee the following: (A) a notice from the Company requesting the release of the Issuer and the Guarantors secured by such Collateral will be released automatically and unconditionallyReleased Interest: (1) upon payment in full of all outstanding Notes and all other amounts due under this Indenture (including any Guarantee), describing the Collateral Agency Agreement and the Notesproposed Released Interest; (2) stating that the consideration received is at least equal to the fair market value of the Released Interest (if required pursuant to Section 4.10(a)(1)); (3) stating that the release of such Released Interest will not interfere with the Trustee’s ability to realize the value of the remaining Collateral and will not impair the maintenance and operation of the remaining Collateral; and (4) in the event that any assets other than cash, cash equivalents comprise a portion of the consideration received in such Asset Disposition, specifically describing such assets; (B) an Officers’ Certificate stating that: (1) such Asset Disposition (i) does not include the disposition of assets other than the Released Interest and (ii) complies with the terms and conditions of this Indenture with respect to Asset Dispositions (including Section 4.10); (2) all Net Available Cash from the Asset Disposition will be deposited with the Trustee in an Asset Sale Proceeds Account pursuant to the provisions of Section 4.10 (or will otherwise be applied for a use permitted by Section 4.10 substantially concurrently with such Asset Disposition); (3) there is no Default in effect or continuing on the date thereof or the date of such Asset Disposition; (4) the release of the Collateral will not result in a Default or an Event of Default; and (5) all conditions precedent in this Indenture and the Security Documents relating to the release in question have been complied with; (C) the Net Available Cash and other consideration from the Asset Disposition required to be delivered to the Trustee pursuant to this Indenture; (D) all documentation necessary or reasonably requested by the Trustee to grant to the Trustee a perfected first priority security interest (subject only to Permitted Collateral Liens) in and Lien on all assets (other than Net Available Cash) comprising a portion of the consideration received in such Asset Disposition, if any; and (E) all documentation required by the TIA (including without limitation TIA § 314(d) if applicable) prior to the release of Collateral by the Trustee; (ii) the Trustee shall release the Liens and security interests created by this Indenture and the Security Documents on all Collateral: (A) upon legal defeasance or satisfaction and discharge of the Notes Indenture as provided in Section 8.01; (B) upon Legal Defeasance as set forth under Articles 8 in Sections 8.04, and 118.06, respectively;as applicable; or (3C) as to any Collateral that constitutes all or substantially all of the Collateral, with the consent of the holders Holders of at least two-thirds in principal amount all of the Notes then outstanding; in each case following delivery to the Trustee of an Officers’ Certificate of the Company to the effect that any of the foregoing has occurred; (iii) unless a Default has occurred and is continuing, the Trustee shall release the Liens and security interests created by this Indenture and the Security Documents on any Collateral held in the Asset Sale Proceeds Account upon delivery by the Company to the Trustee of a notice from the Company requesting the release and: (A) an Officers’ Certificate stating that: (1) there is no Default or Event of Default in effect or continuing on the date thereof; (2) the release of such Collateral will not result in a Default or an Event of Default; and (3) either: a. such Collateral will be applied be applied for a use permitted by Section 4.10 substantially concurrently with such release; or b. such Collateral constitutes Excess Proceeds that have been offered to but not accepted by Holders of Notes pursuant to a completed Asset Sale Offer in accordance with Section 4.10; (4) to enable all conditions precedent in this Indenture and the Issuer and/or any Guarantor to consummate the disposition of property or assets to a Person other than the Issuer or a Guarantor (unless such property or other assets transferred to a Person that is the Issuer or a Guarantor are automatically, substantially concurrently with or in advance of such release, the subject of Liens granted by such transferee securing the Notes) Security Documents relating to the extent not prohibited under Section 4.10release in question have been complied with; (5B) all documentation necessary or reasonably requested by the Trustee to grant to the Trustee a perfected first priority security interest (subject only to Permitted Collateral Liens) in the case of a sale or other transfer as part of or in connection and Lien on all Additional Assets acquired with an Asset Sale such Collateral; and (C) all documentation required by the Issuer or any Guarantor to a Person other than the Issuer or a Guarantor TIA (unless such property or other assets transferred to a Person that is the Issuer or a Guarantor are automatically, substantially concurrently with or in advance of such release, the subject of Liens granted by such transferee securing the Notesincluding without limitation TIA § 314(d) in a transaction permitted hereunderif applicable); (6iv) with respect to any unless a Default has occurred and is continuing, the Trustee shall release the Liens and security interests created by this Indenture and the Security Documents on Collateral owned by a Guarantor whose Capital Stock is sold or otherwise disposed of held in the Vessel Acquisition Account in accordance with the terms of this Indenture the Vessel Acquisition Account Agreement and: (v) unless a Default has occurred and is continuing, the Company or the applicable Guarantor will have the right to a Person that is not remain in possession and retain exclusive control of the Collateral (either before other than any cash, securities, obligations and cash equivalents constituting part of the Collateral and deposited with the Trustee, including in an Asset Sale Proceeds Account or after giving effect in the Vessel Acquisition Account), to such transaction) freely operate the Issuer or a Restricted SubsidiaryCollateral and to collect, upon such sale or other dispositioninvest and dispose of any income thereon; (7vi) upon so long as no Default has occurred and is continuing or would result therefrom, the occurrence of a Covenant Suspension EventCompany and the Guarantors may, provided thatamong other things, ifwithout any release or consent by the Trustee, after any Covenant Suspension Event, a Reversion Date shall occur, then the Suspension Period conduct ordinary course activities with respect to such Covenant Suspension Event shall terminate the Collateral (other than any cash, securities, obligations and cash equivalents constituting part of the Collateral and deposited with the Trustee, including in an Asset Sale Proceeds Account or in the Vessel Acquisition Account) in accordance with the provisions of this Indenture and the Issuer will take applicable Security Documents, including, without limitation, (A) transferring any asset subject to the Lien of the Security Documents which has become damaged, worn out or obsolete, and which either has an aggregate fair market value, taken together with all actions reasonably necessary other assets transferred pursuant to provide that this clause (A) since the Issue date of less than $100,000 or is replaced by an asset of substantially equivalent or greater value which becomes subject to the Lien of the Security Documents as Collateral; (B) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; and (C) demolishing, dismantling, tearing down, scrapping or abandoning any Collateral if, in the good faith opinion of the Board of the Company, as evidenced by a Board Resolution such demolition, dismantling, tearing down, scrapping or abandonment is in the best interest of the Company or such Guarantor and would not adversely affect in any material respect the rights of the Holders of the Notes under this Indenture and any Guarantees shall be secured on a first-priority basis (subject to permitted encumbrances) by Liens on the Collateral within 120 days after such Reversion Date or as soon as reasonably practicable thereafter (but in each case, subject to all limitations and exclusions set forth herein and in the Security Documents, The Trustee will execute all documents reasonably requested by the Company to confirm the release from the Lien of this Indenture and the Security Documents of any Collateral disposed of or otherwise transferred in accordance with Section 10.03(b);. Neither the Company nor any Guarantor shall transfer any Collateral to any person other than to the Company, a Guarantor or a Person which will become a Guarantor simultaneously with such transfer, unless the Liens on such Collateral created under the Security Documents are released in accordance with the provisions of this Section 10.03 or such transfer has otherwise been conducted in accordance the provisions of this Section 10.03. (8) with respect to property or other assets owned by a Guarantor that is c) The fair value of Collateral released from its Guarantee the Liens and security interest created by this Indenture and the Security Documents pursuant to the terms of this Indenture, concurrently upon the release from such Guarantee; (9) with respect to property or other assets that does not constitute Collateral (or ceases to constitute Collateral) (including by being or becoming an Excluded Asset); and (10) as required by the terms of any Applicable Intercreditor Agreement (including if consent to release all Liens on Collateral has been given by the Majority Agent, acting in accordance with the First Lien Financing Document(s) for the series of First Lien Obligations with respect to which it is acting in such capacity, pursuant to the First Lien Intercreditor Agreement). (c) At the request of the Issuer, and upon delivery of an Officer’s Certificate and Opinion of Counsel delivered to the Trustee in accordance with in the requirements specified in this Indenture, the Trustee will execute and deliver any documents, instructions or instruments evidencing the consent of the Holders (and the Holders will be deemed to have consented to and authorized the Trustee to execute and deliver any such documentation, instructions or instruments) to any permitted release contemplated by Section 12.04(b). Each Holder of Notes, by its acceptance of a Note, is deemed to have irrevocably consented to and authorized the Trustee and the Collateral Agent to execute and deliver any such documentation, instructions or instruments relating to any such permitted release under this Indenture 10.03 or the Security Documents. (d) The Collateral Agent or Documents shall not be considered in determining whether the Trustee, as applicable, shall execute and deliver all such authorizations, instructions and other instruments and take such actions (and the Holders will be deemed to have consented to and authorized aggregate fair value of the Collateral Agent or released from the Trustee, as applicable, to execute Liens and deliver any such authorization, instruction or instrument security interest created by this Indenture and take any such action) under the Security Documents or otherwise as may be reasonably requested in writing by any calendar year exceeds the Issuer, at the cost of the Issuer, to evidence, confirm and effectuate any release of Collateral provided for 10% threshold specified in Section 12.04(bTIA § 314(d)(1); provided that the Trustee and the Collateral Agent shall be entitled to receive an Opinion of Counsel and an Officer’s Certificate in connection with any such request of the Issuer related to the release of any Collateral.