Common use of Release of Collateral and Guarantors Clause in Contracts

Release of Collateral and Guarantors. Administrative Agent, Collateral Agent and the Lenders hereby direct Administrative Agent or Collateral Agent to release, in accordance with the terms of the Loan Documents, any Lien held by Administrative Agent or Collateral Agent under the Security Documents (and in the case of a sale, conveyance or other disposition of all of the Capital Stock of a Domestic Subsidiary owned by Company or any of its Subsidiaries under clause (ii) below, to release the affected Subsidiary from its Subsidiary Guaranty): (i) against all of the Collateral, upon payment in full of the Loans and other outstanding Obligations (other than any contingent indemnification obligations with respect to which no claim has been made); (ii) against any part of the Collateral sold, conveyed, transferred, liquidated or otherwise disposed of by Company or any of its Subsidiaries to the extent such sale, conveyance, transfer, liquidation or disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby); (iii) so long as no Event of Default or Unmatured Event of Default has occurred and is continuing, in the sole discretion of Administrative Agent upon the request of Company, against any part of the Collateral with a fair market value of less than $10,000,000 in the aggregate during the term of this Agreement as such fair market value may be certified to Administrative Agent or Collateral Agent by Company in an officer’s certificate reasonably acceptable in form and substance to Administrative Agent and Collateral Agent; (iv) against any part of the Collateral to the extent necessary to effect a transaction permitted under Section 8.4; or (v) against a part of the Collateral which release does not require the consent of all of the Lenders as set forth in Section 12.1(a), if such release is consented to by the Required Lenders, provided, however, that (y) Administrative Agent or Collateral Agent shall not be required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (z) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Company or any of its Subsidiaries in respect of) all interests retained by Company and/or any of its Subsidiaries, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Release of Collateral and Guarantors. Administrative Agent, Collateral Agent and Each Lender hereby directs the Lenders hereby direct Administrative Agent or Collateral Agent to release, in accordance with release the terms of the Loan Documents, any Lien Liens held by Administrative Agent or Collateral Agent it under the Security Documents (and the Guarantees made in the case Loan Documents as follows: (a) upon payment in full in cash of a salethe Loans and all the other Loan Documents Obligations (other than unasserted contingent and indemnification obligations), conveyance termination of all Commitments, the Administrative Agent is authorized to release all of the Liens created, and all the Guarantees made, under the Loan Documents; (b) upon any sale or other disposition of all Collateral permitted hereunder, or consummation of the Capital Stock any transaction permitted hereunder as a result of a Domestic Subsidiary owned by Company or which any of its Subsidiaries under clause (ii) below, to release the affected Subsidiary from its Subsidiary Guaranty): (i) against all of the Collateral, upon payment in full of the Loans and other outstanding Obligations Guarantor (other than any contingent indemnification obligations with respect SSCE or SSCC) ceases to which no claim has been made)be a Subsidiary of SSCC, the Administrative Agent is authorized to release such Liens that relate solely to the Collateral sold or otherwise disposed and the Guarantee made by such Guarantor under the Loan Documents; (iic) against any part of upon consent by the Collateral soldRequired Lenders, conveyed, transferred, liquidated or otherwise disposed of by Company or any of its Subsidiaries to the extent such sale, conveyance, transfer, liquidation or disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby); (iii) so long as no Event of Default or Unmatured Event of Default has occurred and is continuing, in the sole discretion of Administrative Agent upon the request of Company, against is authorized to release such Liens on any part of the Collateral with a fair market value of less than $10,000,000 in the aggregate during the term of this Agreement as such fair market value may be certified to Administrative Agent or Collateral Agent by Company in an officer’s certificate reasonably acceptable in form and substance to Administrative Agent and Collateral Agent; (iv) against any part of the Collateral to the extent necessary to effect a transaction permitted under Section 8.4; or (v) against a part of the Collateral which release does not require the consent of all of the Lenders as set forth in Section 12.1(a), if such release is consented to 9.08; and (d) as required by the Required Lenders, Intercreditor Agreement in connection with sales of Revolving Facility Collateral; provided, however, that (yi) the Administrative Agent or Collateral Agent shall not be required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (zii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Company SSCC or any of its the Subsidiaries in respect of) all interests retained by Company and/or SSCC or any of its the Subsidiaries, including (without limitation) . Any execution and delivery by the proceeds Administrative Agent of any sale, all of which document evidencing such release shall continue to constitute part of be without recourse or warranty by the CollateralAdministrative Agent.

Release of Collateral and Guarantors. (a) Any Lien on any Collateral granted to or held by, and any Guaranty of a Guarantor of the Obligations to, the Administrative Agent and/or the Collateral Agent under any Credit Document shall automatically be released, terminated and discharged (as used in this Section 11.21, “released”) without the need for any further action by any Person: (i) upon Security Termination, (ii) with respect to any such Lien, in the event that any asset constituting Collateral is, or is to be, Disposed of as part of, or in connection with, any transaction not prohibited hereunder or under any other Credit Document, or if such asset becomes an “Excluded Asset” (as defined in the Guaranty and Collateral Agreement), (iii) with respect to any Collateral Rig, promptly following the request of the Parent Borrower to release such Rig from the Lien of the applicable Collateral Rig Mortgage, if immediately after giving effect to such release, the Collateral Coverage Ratio will not be less than 1.50 to 1.00, (iv) with respect to any such Guaranty, if such Credit Party ceases to be a Collateral Rig Owner, Pledgor or Internal Charterer, or (v) to the extent approved, authorized or ratified in writing in accordance with Section 11.11. (b) In addition, the Collateral Agent and/or the Administrative Agent, as applicable, shall, without the need for any further action by any Person, subordinate or release (i) any Lien on any Collateral granted to or held by the Collateral Agent and and/or the Lenders hereby direct Administrative Agent Agent, respectively, under any Credit Document to the holder of any Permitted Lien described in Section 7.2(g) or (i) or (ii) any Lien on any Collateral Agent to release, in accordance with the terms of the Loan Documents, any Lien held by Administrative Agent or Collateral Agent under the Security Documents Section 7.2(r). (and in c) In the case of a saleany release or subordination described in this Section 11.21, conveyance or other disposition of all of the Capital Stock of a Domestic Subsidiary owned by Company or any of its Subsidiaries under clause (ii) below, to release the affected Subsidiary from its Subsidiary Guaranty): (i) against all of the Collateral, upon payment in full of the Loans and other outstanding Obligations (other than any contingent indemnification obligations with respect to which no claim has been made); (ii) against any part of Administrative Agent and/or the Collateral soldAgent, conveyedas applicable, transferredshall, liquidated or otherwise disposed of by Company or any of its Subsidiaries at the Borrowers’ expense, promptly execute and deliver to the extent applicable Credit Party such sale, conveyance, transfer, liquidation or disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby); (iii) so long as no Event of Default or Unmatured Event of Default has occurred and is continuing, in the sole discretion of Administrative Agent upon the request of Company, against any part of the Collateral with a fair market value of less than $10,000,000 in the aggregate during the term of this Agreement documents as such fair market value Credit Party or the Parent Borrower may reasonably request to evidence such release or subordination and take such additional actions as may from time to time be certified to Administrative Agent reasonably requested by the applicable Credit Party or Collateral Agent by Company in an officer’s certificate reasonably acceptable in form and substance to Administrative Agent and Collateral Agent; (iv) against any part of the Collateral to the extent necessary Parent Borrower to effect a transaction permitted under Section 8.4; or (v) against a part of the Collateral which release does not require the consent of all of the Lenders as set forth in Section 12.1(a), if such release is consented to by the Required Lenders, provided, however, that (y) Administrative Agent or Collateral Agent shall not be required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (z) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Company or any of its Subsidiaries in respect of) all interests retained by Company and/or any of its Subsidiaries, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateralforegoing.

Release of Collateral and Guarantors. ​ ​ ​ (i) The Administrative Agent, the Collateral Agent Agent, the UK Security Trustee, the Facing Agents and the Lenders hereby direct the Administrative Agent or the Collateral Agent or the UK Security Trustee to release, in accordance with the terms of the Loan Documents, any Lien held by the Administrative Agent or the Collateral Agent or the UK Security Trustee under the Security Documents (and in the case of a sale, conveyance or other disposition of all of the Capital Stock of a Domestic Subsidiary owned by Company or any of its Subsidiaries under clause (ii) below, to release the affected Subsidiary from its Subsidiary Guaranty):Documents: (i1) against all of the Collateral, upon payment in full of the Loans and other outstanding Obligations (other than any (x) contingent indemnification obligations with respect to which no claim has been mademade and, (y) Obligations under any Swap Contract, and (z) Letters of Credit to the extent cash collateralized, or subject to a back-to-back letter of credit or other arrangement, in each case in form and substance reasonably acceptable to the Facing Agent for such Letter of Credit); (ii2) against any part of the Collateral sold, conveyed, transferred, liquidated or otherwise disposed of by Company or any of its Subsidiaries to the extent such sale, conveyance, transfer, liquidation or disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby); (iii3) so long as no Event of Default or Unmatured Event of Default has occurred and is continuing, in the sole discretion of the Administrative Agent upon the request of Companyany Borrower, against any part of the Collateral with a fair market value of less than $10,000,000 25,000,000 in the aggregate during the term of this Agreement as such fair market value may be certified to the Administrative Agent or the Collateral Agent or the UK Security Trustee by Company such Borrower in an officer’s certificate reasonably acceptable in form and substance to the Administrative Agent and or the Collateral AgentAgent or the UK Security Trustee; (iv4) against any part of the Collateral to the extent necessary to effect a transaction permitted under Section 8.4; or; (v5) subject to Section 7.12, against a part of the Collateral in connection with (x) a removal of an Other Subsidiary Borrower permitted under Section 2.15 or otherwise in accordance with the terms of this Agreement, (y) a Subsidiary of Company ceasing to be a Guarantor pursuant to Section 12.19(b)(iii) or (z) the designation of a Subsidiary of Company as an Unrestricted Entity; (6) against a part of the Collateral which release does not require the consent of all of the Lenders as set forth in Section 12.1(a), if such release is consented to by the Required Lenders; ​ ​ ​ (7) against all or part of the Collateral in connection with a Permitted Transaction; and (8) against all or part of the Collateral pledged pursuant to Section 7.12(e) in connection with the repayment, defeasance (whether by covenant or legal defeasance), satisfaction and discharge or redemption of Indebtedness incurred by a Permitted Alternate Issuer under Section 8.2(c) or Section 8.2(o); provided, however, that (y) neither the Administrative Agent or nor the Collateral Agent nor the UK Security Trustee shall not be required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (z) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Company or any of its Subsidiaries in respect of) all interests retained by Company and/or any of its Subsidiaries, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (ii) Each of the Facing Agents and the Lenders hereby directs the Administrative Agent, the Collateral Agent and/or the UK Security Trustee, as applicable, to execute and deliver or file such termination and partial release statements and comparable release documents under foreign law and such other things as are necessary to release Liens to be released pursuant to this Section 12.19 promptly upon the effectiveness of any such release or enter into intercreditor agreements contemplated or permitted herein. (iii) The Administrative Agent, the Collateral Agent, the UK Security Trustee, the Facing Agents and the Lenders hereby direct the Administrative Agent or the Collateral Agent or the UK Security Trustee, as applicable, to release the affected Subsidiary from the Guaranty in the case of (u) the designation of such Subsidiary as an Unrestricted Entity in accordance with the terms of this Agreement, (v) such Subsidiary ceasing to be an Other Subsidiary Borrower in accordance with Section 2.15 or otherwise in accordance with the terms of this Agreement and provided that such subsidiary is not otherwise required to be a party to the Guaranty, (w) any release of Collateral or termination of any Loan Document in accordance with the provisions of this Section 12.19, (x) a Permitted Transaction (to the extent required thereby or resulting therefrom), (y) a sale, conveyance, transfer, liquidation or other disposition of all of the Capital Stock of a Domestic Subsidiary owned by Company or any of its Subsidiaries to the extent such sale, conveyance, transfer, liquidation or disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby) or (z) a Material Subsidiary that is a Guarantor ceasing to be a Material Subsidiary to the extent not otherwise required to be a party to the Guaranty pursuant to Section 7.12(a)(i) or (iii) or as otherwise required by this Agreement. ​ ​ ​

Release of Collateral and Guarantors. (a) The Lenders hereby irrevocably agree that the Liens granted to the Administrative AgentAgent by the Loan Parties on any Collateral shall be released by the Administrative Agent (i) in full, as set forth in clause (d) below, (ii) upon (A) the Disposition of such Collateral Agent to any Person other than another Loan Party or (B) the designation of assets constituting Collateral as Drop Down Assets, in each case, to the extent such Disposition or designation, as applicable, is made in compliance with the terms of this Agreement (and the Lenders hereby direct Administrative Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) if the release of such Lien is approved or Collateral Agent to release, authorized in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 9.02), (iv) to the extent the Property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guaranty Agreement to which it is a party, (v) as required by the Administrative Agent to effect any Disposition of Collateral in connection with any exercise of remedies of the Administrative Agent pursuant to the Security Instruments and (vi) upon such Property no longer constituting Collateral pursuant to the terms of the Loan Documents, any Lien held by Administrative Agent or Collateral Agent under the Security Documents (and in the case of a sale, conveyance or other disposition of all of the Capital Stock of a Domestic Subsidiary owned by Company or any of its Subsidiaries under clause (ii) below, to release the affected Subsidiary from its Subsidiary Guaranty): (i) against all of the Collateral, upon payment in full of the Loans and other outstanding Obligations (other than any contingent indemnification obligations with respect to which no claim has been made); (ii) against any part of the Collateral sold, conveyed, transferred, liquidated or otherwise disposed of by Company or any of its Subsidiaries to the extent such sale, conveyance, transfer, liquidation or disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby); (iii) so long as no Event of Default or Unmatured Event of Default has occurred and is continuing, in the sole discretion of Administrative Agent upon the request of Company, against any part of the Collateral with a fair market value of less than $10,000,000 in the aggregate during the term of this Agreement as such fair market value may be certified to Administrative Agent or Collateral Agent by Company in an officer’s certificate reasonably acceptable in form and substance to Administrative Agent and Collateral Agent; (iv) against any part of the Collateral to the extent necessary to effect a transaction permitted under Section 8.4; or (v) against a part of the Collateral which release does not require the consent of all of the Lenders as set forth in Section 12.1(a), if such release is consented to by the Required Lenders, provided, however, that (y) Administrative Agent or Collateral Agent shall not be required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (z) . Any such release shall not in any manner discharge, affect affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations of Company or any of its Subsidiaries in respect of) all interests retained by Company and/or any of its Subsidiariesthe Loan Parties, including (without limitation) the proceeds of any saleDisposition, all of which shall continue to constitute part of the CollateralCollateral except to the extent otherwise released in accordance with the provisions of the Loan Documents. Additionally, a Subsidiary Guarantor shall automatically be released from its obligations under the Guaranty Agreement upon the consummation of any transaction permitted by this Agreement, as a result of which such Subsidiary Guarantor ceases to be a 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. In connection with any termination or release pursuant to this Section, the Administrative Agent shall (and is hereby irrevocably authorized by each Lender to) execute and deliver to any Loan Party, at such Loan Party’s expense, all instruments, documents and agreements that such Loan Party shall reasonably request to evidence such termination or release all without further consent or joinder of any Lender. Any execution and delivery of documents pursuant to this Section shall be without recourse to or warranty by the Administrative Agent. (b) Further, the Administrative Agent may (and is hereby irrevocably authorized by each Lender to), upon the request of the Borrower, release any Subsidiary Guarantor from its obligations under the applicable Guaranty Agreement if such Subsidiary Guarantor is designated as an Excluded Subsidiary in compliance with the terms of this Agreement. (c) Upon the occurrence of the Investment Grade Covenants Date, each Subsidiary Guarantor which is not at such time required to be a Guarantor pursuant to Section 5.09(b) shall be automatically released from its obligations under the Guaranty Agreement to which it is a party. (d) At such time as (i) the principal and interest on the Loans, all LC Exposure, the fees, expenses and other amounts payable under the Loan Documents and the other Obligations (other than contingent indemnity obligations not yet due and payable) at any time arising under or in respect of this Agreement or the Loan Documents or the transactions contemplated hereby or thereby shall have been paid in full in cash, (ii) the Commitments shall have been terminated and no Letters of Credit shall be outstanding (other than Letters of Credit issued by any Issuing Bank that have been cash collateralized or otherwise secured to the satisfaction of such Issuing Bank), (iii) no Secured Hedging Agreement is outstanding and all amounts payable by the Borrower or any Subsidiary to any Secured Hedging Party under any Secured Hedging Agreement shall have been paid in full, or if any Secured Hedging Agreement is outstanding, credit support arrangements acceptable in the sole discretion of the Secured Hedging Party party thereto have been made to secure the Borrower's or any Subsidiary's obligations thereunder to such Secured Hedging Party, or such Secured Hedging Agreement has been novated or assigned to one or more third parties and all amounts required to be paid by the Borrower or any Subsidiary in respect of any such novation shall have been paid in full and (iv) the payment in full in cash of all amounts owing under and the termination of all obligations under each Secured Cash Management Agreement has occurred (other than contingent indemnification obligations and obligations under Secured Cash Management Agreements as to which arrangements reasonably satisfactory to the applicable Secured Cash Management Provider shall have been made), each Guaranty Agreement and all obligations (other than those expressly stated to survive such termination) of each Subsidiary Guarantor thereunder shall automatically terminate and all Liens granted to the Administrative Agent by the Loan Parties on any Collateral shall be released by the Administrative Agent in full, all without delivery of any instrument or performance of any act by any Person.

Release of Collateral and Guarantors. Administrative Agent, Collateral Agent and Each Lender hereby directs the Lenders hereby direct Administrative Agent or Collateral Agent to release, in accordance with or to cause the terms of Trustee to release, the Loan Documents, any Lien Liens held by Administrative Agent or Collateral Agent it under the Security Documents (and the Guarantees made in the case Loan Documents as follows: (a) upon payment in full in cash of a salethe Loans and all the other Loan Documents Obligations (other than unasserted contingent and indemnification obligations), conveyance termination of all Commitments (including commitments of the Facing Agents to issue Letters of Credit) and reduction of the LC Exposure to zero (or the making of other arrangements satisfactory to the Senior Agents and each applicable Facing Agent), the Collateral Agent is authorized to release, or cause the Trustee to release, all of the Liens created, and all the Guarantees made, under the Loan Documents; (b) upon any sale or other disposition of all Collateral permitted hereunder, or consummation of the Capital Stock any transaction permitted hereunder as a result of a Domestic Subsidiary owned by Company or which any of its Subsidiaries under clause (ii) below, to release the affected Subsidiary from its Subsidiary Guaranty): (i) against all of the Collateral, upon payment in full of the Loans and other outstanding Obligations Guarantor (other than any contingent indemnification obligations with respect SSCE or SSCC) ceases to which no claim has been made); (ii) against any part be a Subsidiary of SSCC, the Collateral soldAgent is authorized to release, conveyedor to cause the Trustee to release, transferred, liquidated such Liens that relate solely to the Collateral sold or otherwise disposed of and the Guarantee made by Company or any of its Subsidiaries to such Guarantor under the extent such sale, conveyance, transfer, liquidation or disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby);Loan Documents; and (iiic) so long as no Event of Default or Unmatured Event of Default has occurred and is continuingupon consent by the Required Lenders, in the sole discretion of Administrative Agent upon the request of Company, against any part of the Collateral with a fair market value of less than $10,000,000 in Agent is authorized to release, or to cause the aggregate during the term of this Agreement as Trustee to release, such fair market value may be certified to Administrative Agent or Collateral Agent by Company in an officer’s certificate reasonably acceptable in form and substance to Administrative Agent and Collateral Agent; (iv) against Liens on any part of the Collateral to the extent necessary to effect a transaction permitted under Section 8.4; or (v) against a part of the Collateral which release does not require the consent of all of the Lenders as set forth in Section 12.1(a), if such release is consented to by the Required Lenders, 11.08; provided, however, that (yi) Administrative Agent or the Collateral Agent shall not be required to execute execute, or cause the Trustee to execute, any such document on terms which, in its opinion, would expose it or the Trustee to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (zii) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Company SSCC or any of its the Subsidiaries in respect of) all interests retained by Company and/or SSCC or any of its the Subsidiaries, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral.

Release of Collateral and Guarantors. (i) The Administrative Agent, the Collateral Agent Agent, the UK Security Trustee, the Facing Agents and the Lenders hereby direct the Administrative Agent or the Collateral Agent or the UK Security Trustee to release, in accordance with the terms of the Loan Documents, any Lien held by the Administrative Agent or the Collateral Agent or the UK Security Trustee under the Security Documents (and in the case of a sale, conveyance or other disposition of all of the Capital Stock of a Domestic Subsidiary owned by Company or any of its Subsidiaries under clause (ii) below, to release the affected Subsidiary from its Subsidiary Guaranty):Documents: (i1) against all of the Collateral, upon payment in full of the Loans and other outstanding Obligations (other than any contingent indemnification obligations with respect to which no claim has been mademade and Obligations under any Swap Contract); (ii2) against any part of the Collateral sold, conveyed, transferred, liquidated or otherwise disposed of by Company or any of its Subsidiaries to the extent such sale, conveyance, transfer, liquidation or disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby); (iii3) so long as no Event of Default or Unmatured Event of Default has occurred and is continuing, in the sole discretion of the Administrative Agent upon the request of Companyany Borrower, against any part of the Collateral with a fair market value of less than $10,000,000 in the aggregate during the term of this Agreement as such fair market value may be certified to the Administrative Agent or the Collateral Agent or the UK Security Trustee by Company such Borrower in an officer’s certificate reasonably acceptable in form and substance to the Administrative Agent and or the Collateral AgentAgent or the UK Security Trustee; (iv4) against any part of the Collateral to the extent necessary to effect a transaction permitted under Section 8.4; or; (v5) subject to Section 7.12, against a part of the Collateral in connection with (x) a removal of an Other Subsidiary Borrower permitted under Section 2.15 or otherwise in accordance with the terms of this Agreement, (y) a Subsidiary of Company ceasing to be a Guarantor pursuant to Section 12.19(b)(iii) or (z) the designation of a Subsidiary of Company as an Unrestricted Entity; (6) against a part of the Collateral which release does not require the consent of all of the Lenders as set forth in Section 12.1(a), if such release is consented to by the Required Lenders; and (7) against all or part of the Collateral in connection with a Permitted Reorganization, provided, however, that (y) neither the Administrative Agent or nor the Collateral Agent nor the UK Security Trustee shall not be required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (z) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Company or any of its Subsidiaries in respect of) all interests retained by Company and/or any of its Subsidiaries, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateral. (ii) Each of the Facing Agents and the Lenders hereby directs the Administrative Agent, the Collateral Agent and/or the UK Security Trustee, as applicable, to execute and deliver or file such termination and partial release statements and comparable release documents under foreign law and such other things as are necessary to release Liens to be released pursuant to this Section 12.19 promptly upon the effectiveness of any such release or enter into intercreditor agreements contemplated or permitted herein. (iii) The Administrative Agent, the Collateral Agent, the UK Security Trustee, the Facing Agents and the Lenders hereby direct the Administrative Agent or the Collateral Agent or the UK Security Trustee to release the affected Subsidiary from the Guaranty in the case of (u) the designation of such Subsidiary as an Unrestricted Entity in accordance with the terms of this Agreement, (v) such Subsidiary ceasing to be an Other Subsidiary Borrower in accordance with Section 2.15 or otherwise in accordance with the terms of this Agreement and provided that such subsidiary is not otherwise required to be a party to the Guaranty, (w) any release of Collateral or termination of any Loan Document in accordance with the provisions of this Section 12.19, (x) a Permitted Reorganization (to the extent required thereby or resulting therefrom), (y) a sale, conveyance, transfer, liquidation or other disposition of all of the Capital Stock of a Domestic Subsidiary owned by Company or any of its Subsidiaries to the extent such sale, conveyance, transfer, liquidation or disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby) or (z) a Material Subsidiary that is a Guarantor ceasing to be a Material Subsidiary to the extent not otherwise required to be a party to the Guaranty pursuant to Section 7.12(a)(i) or (iii) or as otherwise required by this Agreement.

Release of Collateral and Guarantors. (a) Collateral may be released from the Lien and security interest created by the Security Documents at any time or from time to time in accordance with the provisions of the Security Documents and the Intercreditor Agreement. In addition, the Borrower and the Guarantors will be entitled to the release of assets included in the Collateral from the Term Loan Liens, and the Administrative Agent, Agent shall direct the Collateral Agent to release the same from such Liens at the Borrower’s sole cost and expense, under any one or more of the Lenders hereby direct following circumstances without the need for any further action by any Person: (i) in whole or in part, as applicable, as to all or any portion of property subject to such Term Loan Liens which has been taken by eminent domain, condemnation or other similar circumstances; (ii) in whole as to after when all Obligations (other than Unasserted Obligations) have been paid in full and all Commitments have terminated or expired; (iii) in part, as to any property that (a) is sold, transferred or otherwise disposed of by the Borrower or any Guarantor (other than to the Borrower or another Guarantor) in a transaction not prohibited by this Agreement at the time of such sale, transfer or disposition, (b) is owned or at any time acquired by a Guarantor that has been released from its Guarantee pursuant to 9.15(d) or (c) is or becomes Excluded Assets; provided that any representation, warranty or covenant contained in any Loan Document relating to any such property so sold or transferred in connection with this subclause (iii) (other than property sold or transferred to Borrower or any of the Guarantors) shall no longer be deemed to be repeated once such property is so sold or transferred; (iv) as to property that constitutes less than all or substantially all of the Collateral securing the Loans, with the consent of the Supermajority Lenders; (v) [Intentionally Omitted]; (vi) in part, in accordance with the applicable provisions of the Security Documents and in accordance with applicable provisions of the Intercreditor Agreement; and (vii) in whole or in part, as applicable, as to any property that is transferred in connection with the Land Use Assignment Agreement (as defined in the $75 Million Loan Agreement) pursuant to Section 5.11 of the $75 Million Loan Agreement. provided that, concurrently with any such release by the Administrative Agent or Collateral Agent in connection with the forgoing clauses (i) through (iv) and (vi) through (vii) (a “Permitted Release Transaction”), the Borrower shall deliver to releasethe Administrative Agent an Officer’s Certificate to the effect that such Permitted Release Transaction complies with the applicable provisions of this Agreement. (b) [Intentionally Omitted]. (c) Each of the Borrower and the Guarantors may, among other things, without any release or consent by the Administrative Agent, but otherwise in compliance with the covenants of this Agreement and the Security Documents, conduct ordinary course activities with respect to the Collateral, including (i) selling or otherwise disposing of, in accordance with the terms any transaction or series of the Loan Documentsrelated transactions, any property subject to the Lien held by Administrative Agent or Collateral Agent under of the Security Documents which has become worn out, defective or obsolete or not used or useful in the business; (ii) abandoning, terminating, canceling, releasing or making alterations in or substitutions of any leases or contracts subject to the Lien of the Security Documents; (iii) surrendering or modifying any franchise, license or permit subject to the Lien of the Security Documents which it may own or under which it may be operating; (iv) altering, repairing, replacing, changing the location or position of and adding to its structures, machinery, systems, equipment, fixtures and appurtenances; (v) granting a license of any intellectual property; (vi) selling, transferring or otherwise disposing of inventory in the ordinary course of business; (vii) collecting accounts receivable in the ordinary course of business or selling, liquidating, factoring or otherwise disposing of accounts receivable in the ordinary course of business; (viii) making cash payments (including for the repayment of Indebtedness or interest and in connection with the Borrower’s cash management activities) from cash that is at any time part of the Collateral in the ordinary course of business that are not otherwise prohibited by this Agreement and the Security Documents; and (ix) abandoning any intellectual property which is no longer used or useful in the Borrower’s or the Guarantors’ business. The Borrower shall deliver to the Administrative Agent within 30 calendar days following the end of each fiscal year (or such later date as the Administrative Agent shall agree), an Officer’s Certificate to the effect that all releases and withdrawals during the preceding fiscal year (or since the date of this Agreement, in the case of a salethe first such certificate) in which no release or consent of the Administrative Agent was obtained in the ordinary course of the Borrower’s and Guarantors’ business pursuant to this Section 9.15(c) were not prohibited by this Agreement. (d) The Loan Guarantee of any Guarantor, conveyance and the Collateral Agent’s Lien on the Collateral of such Guarantor, will be released: (i) in connection with any sale or other disposition of all of the Capital Stock assets of that Guarantor (including by way of merger or consolidation) to a Domestic Subsidiary owned by Company Person that is not (either before or any of its Subsidiaries under clause (iiafter giving effect to such transaction) below, to release the affected Subsidiary from its Subsidiary Guaranty): (i) against all of Borrower or a Guarantor if the Collateral, upon payment in full of the Loans and sale or other outstanding Obligations (other than any contingent indemnification obligations with respect to which no claim has been made)disposition does not violate Section 6.4; (ii) against in connection with any part sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Borrower or Guarantor, if the sale or other disposition does not violate Section 6.4 and the Guarantor ceases to be a Restricted Subsidiary of the Collateral sold, conveyed, transferred, liquidated Borrower as a result of the sale or otherwise disposed of by Company or any of its Subsidiaries to the extent such sale, conveyance, transfer, liquidation or disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby)other disposition; (iii) so long as no Event of Default or Unmatured Event of Default has occurred and if Parent designates any Restricted Subsidiary that is continuing, a Guarantor to be an Unrestricted Subsidiary in accordance with the sole discretion of Administrative Agent upon the request of Company, against any part of the Collateral with a fair market value of less than $10,000,000 in the aggregate during the term applicable provisions of this Agreement as Agreement; or (iv) [Intentionally Omitted]; provided that, concurrently with any such fair market value may be certified to release by the Administrative Agent or Collateral Agent by Company in an officer’s certificate reasonably acceptable in form and substance connection with the forgoing clauses (i) through (iii) (a “Permitted Guarantor Release”), the Borrower shall deliver to the Administrative Agent and Collateral Agent; (iv) against any part of the Collateral an Officer’s Certificate to the extent necessary to effect a transaction permitted that such Permitted Guarantor Release complies with the applicable provisions of this Agreement. Any Guarantor not released from its obligations under Section 8.4; or (v) against a part its Loan Guarantee as provided in the applicable Guaranty Agreement will remain liable for the full amount of the Collateral which release does not require the consent principal of all of the Lenders as set forth in Section 12.1(a)and interest and premium, if such release is consented to by any, on the Required LendersLoans and for the other obligations of any Guarantor under this Agreement as provided in this Section 9.15(d). For the avoidance of doubt, provided, however, that (y) Administrative Agent or Collateral Agent shall the Borrower’s obligations under this Agreement may not be required released pursuant to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (z) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Company or any of its Subsidiaries in respect of) all interests retained by Company and/or any of its Subsidiaries, including (without limitation) the proceeds of any sale, all of which shall continue to constitute part of the Collateralthis Section 9.15(d).

Release of Collateral and Guarantors. (i) The Administrative Agent, the Collateral Agent Agent, the UK Security Trustee, the Facing Agents and the Lenders hereby direct the Administrative Agent or the Collateral Agent or the UK Security Trustee to release, in accordance with the terms of the Loan Documents, any Lien held by the Administrative Agent or the Collateral Agent or the UK Security Trustee under the Security Documents (and in the case of a sale, conveyance or other disposition of all of the Capital Stock of a Domestic Subsidiary owned by Company or any of its Subsidiaries under clause (ii) below, to release the affected Subsidiary from its Subsidiary Guaranty):Documents: (i1) against all of the Collateral, upon payment in full of the Loans and other outstanding Obligations (other than any contingent indemnification obligations with respect to which no claim has been mademade and Obligations under any Swap Contract); (ii2) against any part of the Collateral sold, conveyed, transferred, liquidated or otherwise disposed of by Company or any of its Subsidiaries to the extent such sale, conveyance, transfer, liquidation or disposition is permitted hereby (or permitted pursuant to a waiver or consent of a transaction otherwise prohibited hereby); (iii3) so long as no Event of Default or Unmatured Event of Default has occurred and is continuing, in the sole discretion of the Administrative Agent upon the request of Companyany Borrower, against any part of the Collateral with a fair market value of less than $10,000,000 10,000,00025,000,000 in the aggregate during the term of this Agreement as such fair market value may be certified to the Administrative Agent or the Collateral Agent or the UK Security Trustee by Company such Borrower in an officer’s certificate reasonably acceptable in form and substance to the Administrative Agent and or the Collateral AgentAgent or the UK Security Trustee; (iv4) against any part of the Collateral to the extent necessary to effect a transaction permitted under Section 8.4; or; (v5) subject to Section 7.12, against a part of the Collateral in connection with (x) a removal of an Other Subsidiary Borrower permitted under Section 2.15 or otherwise in accordance with the terms of this Agreement, (y) a Subsidiary of Company ceasing to be a Guarantor pursuant to Section 12.19(b)(iii) or (z) the designation of a Subsidiary of Company as an Unrestricted Entity; (6) against a part of the Collateral which release does not require the consent of all of the Lenders as set forth in Section 12.1(a), if such release is consented to by the Required Lenders; and (7) against all or part of the Collateral in connection with a Permitted Reorganization,Transaction; and (8) against all or part of the Collateral pledged pursuant to Section 7.12(e) in connection with the repayment, provideddefeasance (whether by covenant or legal defeasance), howeversatisfaction and discharge or redemption of Indebtedness incurred by a Permitted Alternate Issuer under Section 8.2(c) or Section 8.2(o); (ii) Each of the Facing Agents and the Lenders hereby directs the Administrative Agent, the Collateral Agent and/or the UK Security Trustee, as applicable, to execute and deliver or file such termination and partial release statements and comparable release documents under foreign law and such other things as are necessary to release Liens to be released pursuant to this Section 12.19 promptly upon the effectiveness of any such release or enter into intercreditor agreements contemplated or permitted herein. (iii) The Administrative Agent, the Collateral Agent, the UK Security Trustee, the Facing Agents and the Lenders hereby direct the Administrative Agent or the Collateral Agent or the UK Security Trustee, as applicable, to release the affected Subsidiary from the Guaranty in the case of (u) the designation of such Subsidiary as an Unrestricted Entity in accordance with the terms of this Agreement, (v) such Subsidiary ceasing to be an Other Subsidiary Borrower in accordance with Section 2.15 or otherwise in accordance with the terms of this Agreement and provided that such subsidiary is not otherwise required to be a party to the Guaranty, (w) any release of Collateral or termination of any Loan Document in accordance with the provisions of this Section 12.19, (x) a Permitted ReorganizationTransaction (to the extent required thereby or resulting therefrom), (y) Administrative Agent a sale, conveyance, transfer, liquidation or Collateral Agent shall not be required to execute any such document on terms which, in its opinion, would expose it to liability or create any obligation or entail any consequence other than disposition of all of the release Capital Stock of such Liens without recourse or warranty, and (z) such release shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of a Domestic Subsidiary owned by Company or any of its Subsidiaries in respect of) all interests retained by Company and/or any of its Subsidiaries, including (without limitation) to the proceeds of any extent such sale, all conveyance, transfer, liquidation or disposition is permitted hereby (or permitted pursuant to a waiver or consent of which shall continue a transaction otherwise prohibited hereby) or (z) a Material Subsidiary that is a Guarantor ceasing to constitute part of be a Material Subsidiary to the Collateralextent not otherwise required to be a party to the Guaranty pursuant to Section 7.12(a)(i) or (iii) or as otherwise required by this Agreement.