Common use of Release of Guarantees and Security Clause in Contracts

Release of Guarantees and Security. (a) Subject to paragraph (b) below, at the time of completion of any disposal by the Parent or any Obligor of any shares, assets or revenues the Security Trustee shall (and it is hereby authorised by the other Finance Parties to) at the request of and cost of the relevant Obligor, execute such documents as may be required to: (i) release those shares, assets or revenues from Security constituted by any relevant Security Document or certify that any floating charge constituted by any relevant Security Documents over such assets, revenues or rights has not crystallised; and (ii) release any person which as a result of that disposal, ceases to be the Parent or any Obligor, from any guarantee, indemnity or Security Document to which it is a party and its other obligations under any other Finance Document. (b) The Security Trustee shall only be required under paragraph (a) above to grant the release of any Security or to deliver a certificate of non-crystallisation on account of a disposal as described in that paragraph described in that paragraph if: (i) the disposal is permitted under Clause 25.6 (Disposals) or otherwise with the consent of an Instructing Group; (ii) (to the extent that any proceeds of that disposal are to be applied in repayment of the Facilities) the Facility Agent has received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) the appropriate amount of those proceeds; and (iii) (to the extent that the disposal is to be in exchange for replacement assets) the Security Trustee has either received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) one or more duly executed Security Documents granting Security over those replacement assets or is satisfied, acting reasonably, that the replacement assets will be subject to Security pursuant to any existing Security Documents. (c) If at any time, a Compliance Certificate delivered pursuant to Clause 22.5(a) (Compliance Certificates) shows that the Obligors under this Agreement at the relevant time represent a percentage which is greater than that required to satisfy the 80% Security Test and the Company is able, at such time, to demonstrate to the satisfaction of the Facility Agent (acting reasonably) that upon the release of one or more specified Obligors from its obligations under this Agreement the 80% Security Test would continue to be satisfied, the Security Trustee shall (and it is hereby authorised by the other Finance Parties to) at the request and cost of the Company, execute such documents as may be required to release such specified Obligors from any guarantees, indemnities and Security Documents to which it is a party and to release it from its other obligations under any Finance Document. (d) Notwithstanding the foregoing provisions of this Clause 43.7, in the event that the Company elects to raise or incur any Stand Alone Baseball Financing in accordance with the provisions of this Agreement, and immediately prior to such raising or incurrence, any member of the Baseball Group has granted any guarantee and/or security in respect of the Facilities, such member of the Baseball Group shall be released from any such guarantee and/or security immediately prior to such raising or incurrence, or in the event that the proceeds of such Stand Alone Baseball Financing are being used to prepay A1 Facility Outstandings and B1 Facility Outstandings in accordance with Clause 11.1 (Voluntary Prepayment), simultaneously with such prepayment.

Release of Guarantees and Security. (a) Subject to paragraph (b) below, at the time of completion of any disposal by the Parent or any Obligor of any shares, assets or revenues the Security Trustee shall (and it is hereby authorised by the other Relevant Finance Parties to) at the request of and cost of the relevant Obligor, execute such documents as may be required to: (i) release those shares, assets or revenues from Security constituted by any relevant Security Document or certify that any floating charge constituted by any relevant Security Documents over such assets, revenues or rights has not crystallised; and (ii) release any person which as a result of that disposal, ceases to be the Parent or any Obligor, from any guarantee, indemnity or Security Document to which it is a party and its other obligations under any other Relevant Finance Document. (b) The Security Trustee shall only be required under paragraph (a) above to grant the release of any Security or to deliver a certificate of non-crystallisation on account of a disposal as described in that paragraph described in that paragraph if: (i) the disposal is permitted under Clause 25.6 (Disposals) or otherwise with the consent of an Instructing Group;; and (ii) (to the extent that any proceeds of that disposal are to be applied in repayment of the Facilities) the Facility Agent has received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) the appropriate amount of those proceeds; and (iii) (to the extent that the disposal is to be in exchange for replacement assets) assets the Security Trustee has either received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) one or more duly executed Security Documents granting Security over those replacement assets or is satisfied, acting reasonably, that the replacement assets will be subject to Security pursuant to any existing Security Documents. (c) If at any time, a Compliance Certificate delivered pursuant to Clause 22.5(a) (Compliance Certificates) shows that time the Obligors under this Agreement at the relevant time represent a percentage which is greater than that required to satisfy the 80% Security Test and the Company is able, at such time, provides a certificate to demonstrate to the satisfaction of the Facility Agent (acting reasonably) certifying that upon the release of one or more specified Obligors from its obligations under this Agreement the 80% Security Test would continue to be satisfied, the Security Trustee shall (and it is hereby authorised by the other Relevant Finance Parties to) at the request and cost of the Company, execute such documents as may be required to release such specified Obligors from any guarantees, indemnities and and/or Security Documents to which it is a party and to release it from its other obligations under any Relevant Finance Document. Any Obligor, whose assets are to be released by this paragraph (c) or any other provision of this Agreement or the Relevant Finance Documents and who as a result will not have granted security over all or substantially all of its assets for the benefit of the Relevant Finance Parties, shall, for purposes of the determination of the 80% Security Test, not be treated as an Obligor for the calculation in the preceding sentence and on a going forward basis. The release provisions of this paragraph (c) shall not permit any release of any guarantees or Security in favour of the Relevant Finance Parties, in each case, of the Parent, the Company, New Intermediate Holdco and any Borrower (other than the Company) for as long as such entity is a Borrower. (d) Notwithstanding The Security Trustee shall (and it is hereby authorised by the foregoing provisions other Relevant Finance Parties to) at the cost of this the relevant Obligor, execute such documents as may be required or desirable to effect any release (i) permitted under Clause 43.710.2 (Releases) and Clause 10.3 (Release of Obligors), in each case, of the event that the Company elects to raise or incur any Stand Alone Baseball Financing in accordance with the provisions of this Security Trust Agreement, and immediately (ii) to which a prior to such raising or incurrence, any member written consent of the Baseball Group relevant Lenders has been granted any guarantee and/or security in respect of the Facilities, such member of the Baseball Group shall be released from any such guarantee and/or security immediately prior to such raising or incurrence, or in the event that the proceeds of such Stand Alone Baseball Financing are being used to prepay A1 Facility Outstandings and B1 Facility Outstandings in accordance with Clause 11.1 44.4 (Voluntary PrepaymentGuarantees and Security) and (iii) required to permit the granting of any Encumbrance permitted under paragraphs (d), simultaneously with such prepayment(g), (h), (i), (k), (l), (m) and (p)(i) of Clause 25.2 (Negative Pledge).

Release of Guarantees and Security. (a) Subject to paragraph (b) below, at the time of completion of any disposal by the Parent or any Obligor of any shares, assets or revenues the Security Trustee shall (and it is hereby authorised by the other Relevant Finance Parties to) at the request of and cost of the relevant Obligor, execute such documents as may be required to: (i) release those shares, assets or revenues from Security constituted by any relevant Security Document or certify that any floating charge constituted by any relevant Security Documents over such assets, revenues or rights has not crystallised; and (ii) release any person which as a result of that disposal, ceases to be the Parent or any Obligor, from any guarantee, indemnity or Security Document to which it is a party and its other obligations under any other Relevant Finance Document. (b) The Security Trustee shall only be required under paragraph (a) above to grant the release of any Security or to deliver a certificate of non-crystallisation on account of a disposal as described in that paragraph described in that paragraph if: (i) the disposal is permitted under Clause 25.6 (Disposals) or otherwise with the consent of an Instructing Group;; and (ii) (to the extent that any proceeds of that disposal are to be applied in repayment of the Facilities) the Facility Agent has received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) the appropriate amount of those proceeds; and (iii) (to the extent that the disposal is to be in exchange for replacement assets) assets the Security Trustee has either received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) one or more duly executed Security Documents granting Security over those replacement assets or is satisfied, acting reasonably, that the replacement assets will be subject to Security pursuant to any existing Security Documents. (c) If at any time, a Compliance Certificate delivered pursuant to Clause 22.5(a) (Compliance Certificates) shows that time the Obligors under this Agreement at the relevant time represent a percentage which is greater than that required to satisfy the 80% Security Test and the Company is able, at such time, provides a certificate to demonstrate to the satisfaction of the Facility Agent (acting reasonably) certifying that upon the release of one or more specified Obligors from its obligations under this Agreement the 80% Security Test would continue to be satisfied, the Security Trustee shall (and it is hereby authorised by the other Relevant Finance Parties to) at the request and cost of the Company, execute such documents as may be required to release such specified Obligors from any guarantees, indemnities and and/or Security Documents to which it is a party and to release it from its other obligations under any Relevant Finance Document. Any Obligor, whose assets are to be released by this paragraph (c) or any other provision of this Agreement or the Relevant Finance Documents and who as a result will not have granted security over all or substantially all of its assets for the benefit of the Relevant Finance Parties, shall, for purposes of the determination of the 80% Security Test, not be treated as an Obligor for the calculation in the preceding sentence and on a going forward basis. The release provisions of this paragraph (c) shall not permit any release of any guarantees or Security in favour of the Relevant Finance Parties, in each case, of the Parent, the Company, New Intermediate Holdco and any Borrower (other than the Company) for as long as such entity is a Borrower. (d) Notwithstanding The Security Trustee shall (and it is hereby authorised by the foregoing provisions other Relevant Finance Parties to) at the cost of this the relevant Obligor, execute such documents as may be required or desirable to effect any release (i) permitted under Clause 43.710.2 (Releases) and Clause 10.3 (Release of Obligors), in each case, of the event that Security Trust Agreement, (ii) to which a prior written consent of the Company elects to raise or incur any Stand Alone Baseball Financing relevant Lenders has been granted in accordance with Clause 44.4 (Guarantees and Security) and (iii) required to permit the provisions granting of any Encumbrance permitted under paragraphs (d), (g), (h), (i), (k), (l), (m) and (p)(i) of Clause 25.2 (Negative Pledge). (e) Notwithstanding any other provision of this Agreement, the Company may require the Security Trustee to, and the Security Trustee shall (and it is hereby authorised by the other Relevant Finance Parties to) at the cost of the relevant Obligor, execute such documents as may be required or desirable to effect the release of the Security granted over any asset of an Obligor pursuant to the Security Documents to which it is a party to enable the relevant Obligor to grant in connection with that asset any encumbrance permitted under paragraphs (d), (g), (h), (i), (k), (l), (m) and (p)(i) of Clause 25.2 (Negative Pledge). If, immediately prior to such raising or incurrence, any member release the relevant Obligor was treated as an Obligor for the purpose of the Baseball Group has granted any guarantee and/or security in respect of 80% Security Test, the Facilities, such member of the Baseball Group relevant Obligor shall continue to be released from treated as an Obligor for those purposes notwithstanding any such guarantee and/or security immediately prior to such raising or incurrence, or in the event that the proceeds of such Stand Alone Baseball Financing are being used to prepay A1 Facility Outstandings and B1 Facility Outstandings in accordance with Clause 11.1 (Voluntary Prepayment), simultaneously with such prepaymentrelease.

Release of Guarantees and Security. (a) Subject to paragraph (b) below, at the time of completion of any disposal by the Parent Cableco or any Obligor of any shares, assets or revenues the Security Trustee shall (and it is hereby authorised by the other Finance Parties to) at the request of and cost of the relevant ObligorBorrower, execute such documents as may be required to: (i) release those shares, assets or revenues from Security constituted by any relevant Security Document or certify that any floating charge constituted by any relevant Security Documents over such assets, revenues or rights has not crystallised; and (ii) release any person which as a result of that disposal, ceases to be the Parent Cableco or any Obligor, from any guarantee, indemnity or Security Document to which it is a party and its other obligations under any other Finance Document. (b) The Security Trustee shall only be required under paragraph (a) above to grant the release of any Security or to deliver a certificate of non-crystallisation on account of a disposal as described in that paragraph described in that paragraph if:: - (i) the disposal is permitted under Clause 25.6 (Disposals) or otherwise with the consent of an Instructing Group; (ii) (to the extent that any proceeds of that disposal are to be applied in repayment of the Facilities) the Facility Agent has received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) the appropriate amount of those proceeds; and (iii) (to the extent that the disposal is to be in exchange for replacement assets) the Security Trustee has either received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) one or more duly executed Security Documents granting Security over those replacement assets or is satisfied, acting reasonably, that the replacement assets will be subject to Security pursuant to any existing Security Documents. (c) If at any time, a Compliance Certificate delivered pursuant to Clause 22.5(a) (Compliance Certificates) shows that the Obligors under this Agreement at the relevant time represent a percentage which is greater than that required to satisfy the 80% Security Test and the Company is able, at such time, to demonstrate to the satisfaction of the Facility Agent (acting reasonably) that upon the release of one or more specified Obligors from its obligations under this Agreement the 80% Security Test would continue to be satisfied, the Security Trustee shall (and it is hereby authorised by the other Finance Parties to) at the request and cost of the Company, execute such documents as may be required to release such specified Obligors from any guarantees, indemnities and Security Documents to which it is a party and to release it from its other obligations under any Finance Document. (d) Notwithstanding the foregoing provisions of this Clause 43.7, in the event that the Company elects to raise or incur any Stand Alone Baseball Financing in accordance with the provisions of this Agreement, and immediately prior to such raising or incurrence, any member of the Baseball Group has granted any guarantee and/or security in respect of the Facilities, such member of the Baseball Group shall be released from any such guarantee and/or security immediately prior to such raising or incurrence, or in the event that the proceeds of such Stand Alone Baseball Financing are being used to prepay A1 Facility Outstandings and B1 Facility Outstandings in accordance with Clause 11.1 (Voluntary Prepayment), simultaneously with such prepayment.

Release of Guarantees and Security. (a) Subject to paragraph (b) below, at the time of completion of any disposal by the Parent Borrower or of any Obligor, or any Obligor other security provider of any shares, assets or revenues revenues, the Security Trustee Agent shall (and it is hereby authorised by the other Finance Parties to) at the request of and cost of the relevant Obligor, execute such documents as may be required to: (i) release those shares, assets or revenues from Security constituted by any relevant Borrower Security Document or certify that any floating charge constituted by any relevant Borrower Security Documents over such assets, revenues or rights has not crystallised; and (ii) release any person which as a result of that disposal, disposal ceases to be a Subsidiary of the Parent or any ObligorBorrower, from any guarantee, indemnity or Borrower Security Document to which it is a party and its other obligations under any other Finance Document. (b) The Security Trustee Agent shall only be required under paragraph (a) above to grant the release of any Security or to deliver a certificate of non-crystallisation on account of a disposal as described in that paragraph described in that paragraph if: (i) the disposal is permitted (i) under Clause 25.6 the terms of the Borrower Intercreditor Agreement, (Disposalsii) under the section entitled “Limitation on Sales of Assets and Subsidiary Stock” of Schedule 11 (Description of Notes) or otherwise with (iii) if the consent of an the Instructing Group;Group has been obtained; and 40810573_6 (ii) (to the extent that any proceeds of that disposal are to be applied in repayment of the Facilities) the Facility Agent has received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) the appropriate amount of those proceeds; and (iii) (to the extent that the disposal is to be in exchange for replacement assets) assets the Security Trustee Agent has either received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) one or more duly executed Borrower Security Documents granting Security over those replacement assets or is satisfied, acting reasonably, that the replacement assets will be subject to Security pursuant to any existing Borrower Security Documents. (c) If at any time, a Compliance Certificate delivered pursuant to Clause 22.5(a) (Compliance Certificates) shows that the Obligors under this Agreement at the relevant time represent a percentage which is greater than that required to satisfy the 80% The Security Test and the Company is able, at such time, to demonstrate to the satisfaction of the Facility Agent (acting reasonably) that upon the release of one or more specified Obligors from its obligations under this Agreement the 80% Security Test would continue to be satisfied, the Security Trustee shall (and it is hereby authorised by the other Finance Parties to) at the request and cost of the Companyrelevant Obligor , execute such documents as may be required or desirable to effect any release: (i) permitted under the Borrower Intercreditor Agreement: (ii) to which a prior written consent of the relevant Lenders has been granted in accordance with Clause 37.6 (Guarantees and Security); and (iii) required to permit the granting of any Security Interest permitted under the section entitled “Limitation on Liens” of Schedule 11 (Description of Notes). (d) Notwithstanding any other provision of this Agreement, the Borrower may require the Security Agent to, and the Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of the relevant Obligor, execute such documents as may be required or desirable to effect the release such specified Obligors from of the Security granted over any guarantees, indemnities and asset of an Obligor pursuant to the Borrower Security Documents to which it is a party and to release it from its other obligations enable the relevant Obligor to grant in connection with that asset any encumbrance permitted under any Finance Documentthe section entitled “Limitation on Liens” of Schedule 11 (Description of Notes). (d) Notwithstanding the foregoing provisions of this Clause 43.7, in the event that the Company elects to raise or incur any Stand Alone Baseball Financing in accordance with the provisions of this Agreement, and immediately prior to such raising or incurrence, any member of the Baseball Group has granted any guarantee and/or security in respect of the Facilities, such member of the Baseball Group shall be released from any such guarantee and/or security immediately prior to such raising or incurrence, or in the event that the proceeds of such Stand Alone Baseball Financing are being used to prepay A1 Facility Outstandings and B1 Facility Outstandings in accordance with Clause 11.1 (Voluntary Prepayment), simultaneously with such prepayment.

Release of Guarantees and Security. (a) Subject to paragraph (b) below, at the time of completion of any disposal by the Parent or any Obligor of any shares, assets or revenues the Security Trustee shall (and it is hereby authorised by the other Finance Parties to) at the request of and cost of the relevant ObligorTCN, execute such documents as may be required to: (i) release those shares, assets or revenues from Security constituted by any relevant Security Document or certify that any floating charge constituted by any relevant Security Documents over such assets, revenues or rights has not crystallised; and (ii) release any person which as a result of that disposal, ceases to be the Parent or any Obligor, from any guarantee, indemnity or Security Document to which it is a party and its other obligations under any other Finance Document. (b) The Security Trustee shall only be required under paragraph (a) above to grant the release of any Security or to deliver a certificate of non-crystallisation on account of a disposal as described in that paragraph described in that paragraph if:: - (i) the disposal is permitted under Clause 25.6 19.6 (Disposals) or otherwise with the consent of an Instructing Group; (ii) (to the extent that any proceeds of that disposal are to be applied in repayment of the FacilitiesFacility) the Facility Agent has received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) the appropriate amount of those proceeds; and (iii) (to the extent that the disposal is to be in exchange for replacement assets) the Security Trustee has either received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) one or more duly executed Security Documents granting Security over those replacement assets or is satisfied, acting reasonably, that the replacement assets will be subject to Security pursuant to any existing Security Documents. (c) If at any time, a Compliance Certificate delivered pursuant to Clause 22.5(a16.4(a) (Compliance Certificates) shows that the Obligors under this Agreement at the relevant time represent a percentage which is greater than that required to satisfy the 8095% Security Test and the Company TCN is able, at such time, to demonstrate to the satisfaction of the Facility Agent (acting reasonably) that upon the release of one or more specified Obligors from its obligations under this Agreement the 8095% Security Test would continue to be satisfied, the Security Trustee shall (and it is hereby authorised by the other Finance Parties to) at the request and cost of the CompanyTCN, execute such documents as may be required to release such specified Obligors from any guarantees, indemnities and Security Documents to which it is a party and to release it from its other obligations under any Finance Document. (d) Notwithstanding the foregoing provisions of this Clause 43.7, in the event that the Company elects to raise or incur any Stand Alone Baseball Financing in accordance with the provisions of this Agreement, and immediately prior to such raising or incurrence, any member of the Baseball Group has granted any guarantee and/or security in respect of the Facilities, such member of the Baseball Group shall be released from any such guarantee and/or security immediately prior to such raising or incurrence, or in the event that the proceeds of such Stand Alone Baseball Financing are being used to prepay A1 Facility Outstandings and B1 Facility Outstandings in accordance with Clause 11.1 (Voluntary Prepayment), simultaneously with such prepayment.

Release of Guarantees and Security. (a) Subject to paragraph (b) below, at the time of completion of any disposal by the Parent or any Obligor of any shares, assets or revenues the Security Trustee shall (and it is hereby authorised by the other Finance Parties to) at the request of and cost of the relevant ObligorTCN, execute such documents as may be required to: (i) release those shares, assets or revenues from Security constituted by any relevant Security Document or certify that any floating charge constituted by any relevant Security Documents over such assets, revenues or rights has not crystallised; and (ii) release any person which as a result of that disposal, ceases to be the Parent or any Obligor, from any guarantee, indemnity or Security Document to which it is a party and its other obligations under any other Finance Document. (b) The Security Trustee shall only be required under paragraph (a) above to grant the release of any Security or to deliver a certificate of non-crystallisation on account of a disposal as described in that paragraph described in that paragraph if:: - (i) the disposal is permitted under Clause 25.6 24.6 (Disposals) or otherwise with the consent of an Instructing Group; (ii) (to the extent that any proceeds of that disposal are to be applied in repayment of the Facilities) the Facility Agent has received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) the appropriate amount of those proceeds; and (iii) (to the extent that the disposal is to be in exchange for replacement assets) the Security Trustee has either received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) one or more duly executed Security Documents granting Security over those replacement assets or is satisfied, acting reasonably, that the replacement assets will be subject to Security pursuant to any existing Security Documents. (c) If at any time, a Compliance Certificate delivered pursuant to Clause 22.5(a21.4(a) (Compliance Certificates) shows that the Obligors under this Agreement at the relevant time represent a percentage which is greater than that required to satisfy the 8095% Security Test and the Company TCN is able, at such time, to demonstrate to the satisfaction of the Facility Agent (acting reasonably) that upon the release of one or more specified Obligors from its obligations under this Agreement the 8095% Security Test would continue to be satisfied, the Security Trustee shall (and it is hereby authorised by the other Finance Parties to) at the request and cost of the CompanyTCN, execute such documents as may be required to release such specified Obligors from any guarantees, indemnities and Security Documents to which it is a party and to release it from its other obligations under any Finance Document. (d) Notwithstanding the foregoing provisions of this Clause 43.7, in the event that the Company elects to raise or incur any Stand Alone Baseball Financing in accordance with the provisions of this Agreement, and immediately prior to such raising or incurrence, any member of the Baseball Group has granted any guarantee and/or security in respect of the Facilities, such member of the Baseball Group shall be released from any such guarantee and/or security immediately prior to such raising or incurrence, or in the event that the proceeds of such Stand Alone Baseball Financing are being used to prepay A1 Facility Outstandings and B1 Facility Outstandings in accordance with Clause 11.1 (Voluntary Prepayment), simultaneously with such prepayment.

Release of Guarantees and Security. (a) Subject to paragraph (b) below, at the time of completion of any disposal by the Parent or any Obligor of any shares, assets or revenues the Security Trustee shall (and it is hereby authorised by the other Finance Parties to) at the request of and cost of the relevant Obligor, execute such documents as may be required to: (i) release those shares, assets or revenues from Security constituted by any relevant Security Document or certify that any floating charge constituted by any relevant Security Documents over such assets, revenues or rights has not crystallised; and (ii) release any person which as a result of that disposal, ceases to be the Parent or any Obligor, from any guarantee, indemnity or Security Document to which it is a party and its other obligations under any other Finance Document. (b) The Security Trustee shall only be required under paragraph (a) above to grant the release of any Security or to deliver a certificate of non-crystallisation on account of a disposal as described in that paragraph described in that paragraph if: (i) the disposal is permitted under Clause 25.6 (Disposals) or otherwise with the consent of an Instructing Group; (ii) (to the extent that any proceeds of that disposal are to be applied in repayment of the Facilities) the Facility Agent has received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) the appropriate amount of those proceeds; and (iii) (to the extent that the disposal is to be in exchange for replacement assets) the Security Trustee has either received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) one or more duly executed Security Documents granting Security over those replacement assets or is satisfied, acting reasonably, that the replacement assets will be subject to Security pursuant to any existing Security Documents. (c) If at any time, a Compliance Certificate delivered pursuant to Clause 22.5(a) (Compliance Certificates) shows that the Obligors under this Agreement at the relevant time represent a percentage which is greater than that required to satisfy the 80% Security Test and the Company is able, at such time, to demonstrate to the satisfaction of the Facility Agent (acting reasonably) that upon the release of one or more specified Obligors from its obligations under this Agreement the 80% Security Test would continue to be satisfied, the Security Trustee shall (and it is hereby authorised by the other Finance Parties to) at the request and cost of the Company, execute such documents as may be required to release such specified Obligors from any guarantees, indemnities and Security Documents to which it is a party and to release it from its other obligations under any Finance Document. (d) Notwithstanding the foregoing provisions of this Clause 43.7, in the event that the Company elects to raise or incur any Stand Alone Baseball Financing in accordance with the provisions of this Agreement, and immediately prior to such raising or incurrence, any member of the Baseball Group has granted any guarantee and/or security in respect of the Facilities, such member of the Baseball Group shall be released from any such guarantee and/or security immediately prior to such raising or incurrence, or in the event that the proceeds of such Stand Alone Baseball Financing are being used to prepay A1 Facility Outstandings and B1 Facility Outstandings in accordance with Clause 11.1 (Voluntary Prepayment), simultaneously with such prepayment.

Release of Guarantees and Security. (a) Subject to paragraph (bc) below, at if pursuant to or for the time of completion purposes of any disposal Enforcement Action taken or to be taken by the Parent or Security Agent in accordance with this Agreement the Security Agent requires any Obligor release of any sharesguarantee or Security, assets or revenues each Party (other than the Security Trustee Agent) shall (promptly enter into any release and/or other document and it is hereby authorised by take any action which the other Finance Parties to) at the request of and cost of the relevant Obligor, execute such documents as Security Agent may be required to: (i) release those shares, assets or revenues from Security constituted by any relevant Security Document or certify that any floating charge constituted by any relevant Security Documents over such assets, revenues or rights has not crystallised; and (ii) release any person which as a result of that disposal, ceases to be the Parent or any Obligor, from any guarantee, indemnity or Security Document to which it is a party and its other obligations under any other Finance Documentreasonably require. (b) The Security Trustee shall only be required under paragraph (a) above to grant the release of If, in connection with any Security or to deliver a certificate of non-crystallisation on account of a disposal as described in that paragraph described in that paragraph ifEnforcement Action: (i) the Security Agent (or any Receiver) sells or otherwise disposes of (or proposes to sell or otherwise dispose of) any asset under any Transaction Security Document; or (ii) an Obligor or any other member of the Group sells or otherwise disposes of (or proposes to sell or otherwise dispose of) any asset at the request of the Security Agent or the Majority Creditors, the Security Agent may, subject to paragraph (c) below, and is hereby irrevocably authorised on behalf of each Party to: (A) release the Security created pursuant to the Transaction Security Document over the relevant asset; (B) if the relevant asset comprises all of the shares in the capital of a Group Company, release that Group Company and any of its Subsidiaries from all of its or their past, present and future liabilities and/or obligations (both actual and contingent) as a borrower, issuer or guarantor of the whole or any part of the Debt and release any Security granted by that Group Company and any of its Subsidiaries over any of its or their assets; (C) if the relevant asset comprises all of the shares in the capital of a Group Company, release that Group Company and any of its Subsidiaries from all of its or their past, present and future liabilities and/or obligations (both actual and contingent) as a borrower, issuer or guarantor of the whole or any part of any intercompany debt (including any liability to another Group Company by way of guarantee, contribution or intercompany loan) provided that the Security Agent shall have no such right to release any intercompany debt obligations under this subparagraph (C) if such release would breach section 4.8 (Limitation on Restrictions on Distributions from Restricted Subsidiaries) of the 2007 Indenture or the 0000 Xxxxxxxxx; and (D) apply the net cash proceeds (or non-cash consideration) of sale or disposal in accordance with Clause 14.1 (Order of Application). (c) It is a condition to the release of any guarantee and/or Security in respect of the Notes Debt and other Liabilities in respect of the Notes Debt in accordance with paragraph (b) above where the proposed Enforcement Action taken or to be taken by the Security Agent involves the sale or disposal of shares and/or assets that: (i) such sale or disposal is permitted under Clause 25.6 made pursuant to: (DisposalsA) a public auction; or (B) a process or otherwise with the consent proceedings approved or supervised by or on behalf of an Instructing Groupany court of law; (ii) (to the extent that any proceeds of that such sale or disposal are to will be applied in repayment the form of the Facilities) the Facility Agent has received cash (or is satisfied, acting reasonably, that it will receive immediately following the disposal) the appropriate amount of those proceedssubstantially all cash); and (iii) immediately prior to or concurrently with the completion of such sale or disposal, the relevant Group Company and its Subsidiaries will be simultaneously and unconditionally released from all its and their obligations in respect of the RCF Debt, any secured hedging obligations relating thereto and (subject to paragraph (b)(ii)(C) above) any intercompany loan owed by such Group Company (or such debt and/or obligations are transferred to the extent that the disposal is to be in exchange for replacement assets) the Security Trustee has either received (purchaser or is satisfied, acting reasonably, that it will receive immediately following the disposal) one or of more duly executed Security Documents granting Security over those replacement assets or is satisfied, acting reasonably, that the replacement assets will be subject to Security pursuant to any existing Security Documents. (c) If at any time, a Compliance Certificate delivered pursuant to Clause 22.5(a) (Compliance Certificates) shows that the Obligors under this Agreement at the relevant time represent a percentage which is greater than that required to satisfy the 80% Security Test and the Company is able, at such time, to demonstrate to the satisfaction of the Facility Agent (acting reasonably) that upon the release of one or more specified Obligors from its obligations under this Agreement the 80% Security Test would continue to be satisfied, the Security Trustee shall (and it is hereby authorised by the other Finance Parties to) at the request and cost of the Company, execute such documents as may be required to release such specified Obligors from any guarantees, indemnities and Security Documents to which it is a party and to release it from its other obligations under any Finance Documentaffiliates). (d) Notwithstanding the foregoing provisions of this Clause 43.7, in In the event that the Company elects Security Agent is entitled to raise release intercompany debt obligations pursuant to paragraph (b)(ii)(C) above, each Obligor (on behalf of itself and its Subsidiaries) irrevocably authorises the Security Agent to unconditionally release in any manner whatsoever any Liabilities in respect of any intercompany debt in connection with any Enforcement Action taken or incur any Stand Alone Baseball Financing to be taken by the Security Agent in accordance with the provisions of this AgreementAgreement and the other relevant Finance Documents relating to the sale or disposal of shares in the capital of a Group Company, and immediately prior the Security Agent may, and each Obligor shall (and shall procure that each of its Subsidiaries shall) promptly execute any document or take such other action as is reasonably required to effect any such raising or incurrence, any member release at the expense of the Baseball Group has granted Company. (e) Each Party shall promptly enter into any guarantee release and/or security in respect of other document and take any action which the Facilities, such member of the Baseball Group shall be released from any such guarantee and/or security immediately prior Security Agent may reasonably require to such raising or incurrence, or in the event that the proceeds of such Stand Alone Baseball Financing are being used give effect to prepay A1 Facility Outstandings and B1 Facility Outstandings in accordance with this Clause 11.1 (Voluntary Prepayment), simultaneously with such prepayment12.3.

Release of Guarantees and Security. (a) Subject to paragraph (b) below, at the time of completion of any disposal by the Parent Holdco, any Obligor or any Obligor other security provider of any shares, assets or revenues the Security Trustee Agent shall (and it is hereby authorised by the other Finance Parties to) at the request of and cost of the relevant Obligor, execute such documents as may be required to: (i) release those shares, assets or revenues from Security constituted by any relevant Security Document or certify that any floating charge constituted by any relevant Security Documents over such assets, revenues or rights has not crystallised; and (ii) release any person which as a result of that disposal, disposal ceases to be a Subsidiary of the Parent or any ObligorHolding Company of the Parent, from any guarantee, indemnity or Security Document to which it is a party and its other obligations under any other Finance Document. (b) The Security Trustee Agent shall only be required under paragraph (a) above to grant the release of any Security or to deliver a certificate of non-crystallisation on account of a disposal as described in that paragraph described in that paragraph if: (i) the disposal is permitted under Clause 25.6 24.11 (Disposals) or otherwise with the consent of an the Instructing Group;Group has been obtained; and (ii) (to the extent that any proceeds of that disposal are to be applied in repayment of the Facilities) the Facility Agent has received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) the appropriate amount of those proceeds; and (iii) (to the extent that the disposal is to be in exchange for replacement assets) , the Security Trustee Agent has either received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) one or more duly executed Security Documents granting Security over those replacement assets or is satisfied, acting reasonably, that the replacement assets will be subject to Security pursuant to any existing Security Documents. provided that, for so long as the US Borrower is a Borrower, the release provisions of this paragraph (a) shall not permit any release of guarantees of, or Security over the shares in, any Guarantor holding any ownership interests in the US Borrower. (c) If at any time, a Compliance Certificate delivered pursuant to Clause 22.5(a) (Compliance Certificates) shows that time the Obligors under this Agreement at the relevant time represent a percentage which is greater than that required to satisfy the 80% Security Test and the Company is able, at such time, Parent provides a certificate to demonstrate to the satisfaction of the Facility Agent (acting reasonably) certifying that upon the release of one or more specified Obligors from its obligations under this Agreement the 80% Security Test would continue to be satisfied, the Security Trustee Agent shall (and it is hereby authorised by the other Finance Parties to) at the request and cost of the CompanyParent, execute such documents as may be required to release any such specified Obligors Obligor from any guarantees, indemnities and and/or Security Documents to which it is a party and to release it from its other obligations under any Finance Document. Any Obligor whose assets are to be released by this paragraph (c) or any other provision of this Agreement or the Finance Documents and who as a result will not have granted security over its assets in accordance with the 80% Security Test for the benefit of the Finance Parties, shall, for purposes of the determination of the 80% Security Test, not be treated as an Obligor for the calculation in the preceding sentence and on a going forward basis. The release provisions of this paragraph (c) shall not permit any release of any guarantees of, or Security over the shares in, the Parent, any Borrower for as long as such entity is a Borrower and (for so long as the US Borrower is a Borrower) any Guarantor holding any ownership interests in the US Borrower. (d) Notwithstanding The Security Agent shall (and it is hereby authorised by the foregoing provisions other Finance Parties to) at the cost of this Clause 43.7the relevant Obligor, in execute such documents as may be required or desirable to effect any release (i) permitted under the event that Intercreditor Agreement, (ii) to which a prior written consent of the Company elects to raise or incur any Stand Alone Baseball Financing relevant Lenders has been granted in accordance with Clause 43.6 (Guarantees and Security) and (iii) required to permit the provisions granting of any Security Interest permitted under Clause 24.8 (Negative Pledge). (e) Notwithstanding any other provision of this Agreement, the Parent may require the Security Agent to, and the Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of the relevant Obligor, execute such documents as may be required or desirable to effect the release of the Security granted over any asset of an Obligor pursuant to the Security Documents to which it is a party to enable the relevant Obligor to grant in connection with that asset any encumbrance permitted under Clause 24.8 (Negative Pledge). If, immediately prior to such raising or incurrence, any member release the relevant Obligor was treated as an Obligor for the purpose of the Baseball Group has granted any guarantee and/or security in respect of 80% Security Test, the Facilities, such member of the Baseball Group relevant Obligor shall continue to be released from treated as an Obligor for those purposes notwithstanding any such guarantee and/or security immediately prior to such raising or incurrence, or in the event that the proceeds of such Stand Alone Baseball Financing are being used to prepay A1 Facility Outstandings and B1 Facility Outstandings in accordance with Clause 11.1 (Voluntary Prepayment), simultaneously with such prepaymentrelease.

Release of Guarantees and Security. (a) Subject to paragraph (b) below, at the time of completion of any disposal by the Parent Holding Company of Bidco or of any Obligor, or any Obligor other security provider of any shares, assets or revenues revenues, the Security Trustee Agent shall (and it is hereby authorised by the other Finance Parties to) at the request of and cost of the relevant Obligor, execute such documents as may be required to: (i) release those shares, assets or revenues from Security constituted by any relevant Bidco Security Document or certify that any floating charge constituted by any relevant Bidco Security Documents over such assets, revenues or rights has not crystallised; and (ii) release any person which as a result of that disposal, disposal ceases to be a Subsidiary of the Parent or any ObligorHolding Company of Bidco, from any guarantee, indemnity or Bidco Security Document to which it is a party and its other obligations under any other Finance Document, provided that, for so long as the US Borrower is a Borrower, the release provisions of this paragraph (a) shall not permit any release of guarantees of or Security over the shares in, any Guarantor holding any ownership interests in the US Borrower. (b) The Security Trustee Agent shall only be required under paragraph (a) above to grant the release of any Security or to deliver a certificate of non-crystallisation on account of a disposal as described in that paragraph described in that paragraph if: (i) the disposal is permitted under Clause 25.6 21.24 (Disposals) or otherwise with the consent of an the Instructing Group;Group has been obtained; and (ii) (to the extent that any proceeds of that disposal are to be applied in repayment of the Facilities) the Facility Agent has received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) the appropriate amount of those proceeds; and (iii) (to the extent that the disposal is to be in exchange for replacement assets) assets the Security Trustee Agent has either received (or is satisfied, acting reasonably, that it will receive immediately following the disposal) one or more duly executed Bidco Security Documents granting Security over those replacement assets or is satisfied, acting reasonably, that the replacement assets will be subject to Security pursuant to any existing Bidco Security Documents. (c) If at any time, a Compliance Certificate delivered pursuant to Clause 22.5(a) (Compliance Certificates) shows that the Obligors under this Agreement at the relevant time represent a percentage which is greater than that required to satisfy the 80% The Security Test and the Company is able, at such time, to demonstrate to the satisfaction of the Facility Agent (acting reasonably) that upon the release of one or more specified Obligors from its obligations under this Agreement the 80% Security Test would continue to be satisfied, the Security Trustee shall (and it is hereby authorised by the other Finance Parties to) at the request and cost of the Companyrelevant Obligor , execute such documents as may be required or desirable to effect any release: (i) permitted under the Bidco Intercreditor Agreement: (ii) to which a prior written consent of the relevant Lenders has been granted in accordance with Clause 39.7 (Guarantees and Security); and (iii) required to permit the granting of any Security Interest permitted under Clause 21.23 (Negative Pledge). (d) Notwithstanding any other provision of this Agreement, Bidco may require the Security Agent to, and the Security Agent shall (and it is hereby authorised by the other Finance Parties to) at the cost of the relevant Obligor, execute such documents as may be required or desirable to effect the release such specified Obligors from of the Security granted over any guarantees, indemnities and asset of an Obligor pursuant to the Bidco Security Documents to which it is a party and to release it from its other obligations enable the relevant Obligor to grant in connection with that asset any encumbrance permitted under any Finance DocumentClause 21.23 (Negative Pledge). (d) Notwithstanding the foregoing provisions of this Clause 43.7, in the event that the Company elects to raise or incur any Stand Alone Baseball Financing in accordance with the provisions of this Agreement, and immediately prior to such raising or incurrence, any member of the Baseball Group has granted any guarantee and/or security in respect of the Facilities, such member of the Baseball Group shall be released from any such guarantee and/or security immediately prior to such raising or incurrence, or in the event that the proceeds of such Stand Alone Baseball Financing are being used to prepay A1 Facility Outstandings and B1 Facility Outstandings in accordance with Clause 11.1 (Voluntary Prepayment), simultaneously with such prepayment.