Common use of Release of Liens on Collateral Clause in Contracts

Release of Liens on Collateral. (a) The Collateral Trustee’s Liens upon the Collateral will be released: (1) in whole, upon (A) payment in full and discharge of all outstanding Secured Debt and all other Secured Debt Obligations that are outstanding, due and payable at the time all of the Secured Debt is paid in full and discharged and (B) termination or expiration of all commitments to extend credit under all Secured Debt Documents and the cancellation or termination or cash collateralization (at the lower of (1) 100% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Secured Debt Documents) of all outstanding letters of credit issued pursuant to any Secured Debt Documents; (2) as to any Collateral that is sold, transferred or otherwise disposed of by any Issuer or any Guarantor to a Person that is not (either before or after such sale, transfer or disposition) an Issuer or a Guarantor in a transaction or other circumstance that is permitted by the Indenture and, if applicable, complies with Section 4.10 of the Indenture and is permitted by all of the other Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 5.01 of the Indenture; (3) as to a release of less than all or substantially all of the Collateral (other than pursuant to Section 4.1(a)(2)), if consent to the release of all Secured Debt Liens on such Collateral has been given by an Act of Required Debtholders; and (4) as to a release of all or substantially all of the Collateral (other than pursuant to Sections 4.1(a)(2) or (3)), if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Secured Debt at the time outstanding as provided for in the applicable Secured Debt Documents and (B) the Issuers have delivered an Officer’s Certificate to the Collateral Trustee certifying that any such necessary consents have been obtained. (b) The Collateral Trustee agrees for the benefit of the Issuers and the Guarantors that if the Collateral Trustee at any time receives: (1) an Officer’s Certificate stating that (A) the signing officer has read Article 4 of this Agreement and understands the conditions, provisions and the definitions relating hereto, (B) such officer has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Secured Debt Documents, if any, relating to the release of the Collateral have been complied with and (C) in the opinion of such officer, such conditions precedent, if any, have been complied with; (2) the proposed instrument or instruments releasing such Lien as to such property in recordable form, as applicable; and (3) the written confirmation of each Secured Debt Representative (such confirmation to be given following receipt of, and based solely on, the Officer’s Certificate described in clause (b)(1) above) that, in its view, such release is permitted by Section 4.1(a) and the respective Secured Debt Documents governing the Secured Debt Obligations the holders of which such Secured Debt Representative represents; then the Collateral Trustee will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to the applicable Issuer or Guarantor on or before the later of (x) the date specified in such request for such release and (y) the fifth Business Day after the date of receipt of the items required by this Section 4.1(b) by the Collateral Trustee. The Collateral Trustee shall be entitled to condition the execution and delivery of any such release documents in connection with any release pursuant to Section 4.1(a) hereof upon the prior payment in full of all amounts due and owing to the Collateral Trustee hereunder at the time of such release. (c) The Collateral Trustee hereby agrees that: (1) in the case of any release pursuant to clause (2) of Section 4.1(a), if the terms of any such sale, transfer or other disposition require the payment of the purchase price to be contemporaneous with the delivery of the applicable release, then, at the written request of and at the expense of the applicable Issuer or Guarantor, the Collateral Trustee or an agent appointed by it will either (A) be present at and deliver the release at the closing of such transaction or (B) deliver the release under customary escrow arrangements that permit such contemporaneous payment and delivery of the release; and (2) at any time when a Secured Debt Default under a Series of Secured Debt has occurred and is continuing, within one Business Day of the receipt by it of any Act of Required Debtholders, the Collateral Trustee will deliver a copy of such Act of Required Debtholders to each Secured Debt Representative. (d) Each Secured Debt Representative hereby agrees that: (1) as soon as reasonably practicable after receipt of an Officer’s Certificate from the Issuers pursuant to Section 4.1(b)(1) it will, to the extent required by such Section, either provide (A) the written confirmation required by Section 4.1(b)(3), (B) a written statement that such release is not permitted by Section 4.1(a) or (C) a request for further information from the Issuers reasonably necessary to determine whether the proposed release is permitted by Section 4.1(a) and after receipt of such information such Secured Debt Representative will as soon as reasonably practicable either provide the written confirmation or statement required pursuant to clause (A) or (B), as applicable; and (2) if required by the Secured Debt Documents applicable to such Secured Debt Representative, within one Business Day of the receipt by it of any notice from the Collateral Trustee pursuant to Section 4.1(c)(2), such Secured Debt Representative will deliver a copy of such notice to each registered holder of the Series of Secured Debt for which it acts as Secured Debt Representative.

Release of Liens on Collateral. (a) The Collateral Trustee’s Agent shall release the Liens upon the Collateral will be releasedCollateral: (1) in whole, upon (A) payment in full and discharge of all outstanding Secured Debt the Securities and all other Secured Debt Obligations that are outstanding, due and payable at the time all of the Secured Debt is Securities are paid in full and discharged and (B) termination or expiration of all commitments to extend credit under all Secured Debt Documents and the cancellation or termination or cash collateralization (at the lower of (1) 100% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Secured Debt Documents) of all outstanding letters of credit issued pursuant to any Secured Debt Documentsfull; (2) with respect to any Series of Secured Obligations, upon receipt of written notice from the related Trustee of satisfaction and discharge of the related Indenture as set forth in Section 8.01(a) of such Indenture; (3) with respect to any Series of Secured Obligations, upon receipt of written notice from the related Trustee of a legal defeasance or covenant defeasance as set forth in Section 8.01(a) of the related Indenture; (4) with respect to any Series of Secured Obligations, upon receipt of written notice from the related Trustee of payment in full of the related Securities and all other Senior Note Obligations (if such Series of Secured Obligations is the Senior Note Obligations) or the Exchangeable Note Obligations (if such Series of Secured Obligations is the Exchangeable Note Obligations) that are outstanding, due and payable at the time such Securities are paid in full and, in connection therewith, the related Indenture has been satisfied and discharged; (5) as to any Collateral that is sold, transferred constitutes all or otherwise disposed of by any Issuer or any Guarantor to a Person that is not (either before or after such sale, transfer or disposition) an Issuer or a Guarantor in a transaction or other circumstance that is permitted by the Indenture and, if applicable, complies with Section 4.10 of the Indenture and is permitted by substantially all of the other Secured Debt DocumentsCollateral, at the time of such sale, transfer or other disposition or (i) with respect to the extent Senior Note Obligations only, with the consent of the interest sold, transferred or otherwise disposed of; provided that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 5.01 Holders of at least 66-2/3% in principal amount of the IndentureSenior Note Obligations then outstanding or (ii) with respect to the Exchangeable Note Obligations only, with the consent of the Holders of at least 66-2/3% in principal amount of the Exchangeable Note Obligations then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the applicable Securities); (36) subject to the provisions of this Agreement, as to a release of any Collateral which constitutes less than all or substantially all of the Collateral (other than pursuant to Section 4.1(a)(2))Collateral, if with the consent to the release of all Secured Debt Liens on such Collateral has been given by an Act of Required Debtholders; and (4) as to a release of all or substantially all of the Collateral (other than pursuant to Sections 4.1(a)(2) or (3)), if (A) consent to release Holders of that Collateral has been given by the requisite percentage or number of holders a majority in principal amount of each Series of Secured Debt Obligation, voting each as a separate class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Securities); (7) as to any Collateral (i) that is (or is deemed to be) sold or otherwise disposed of by the Company or any Subsidiary (to a Person other than the Company or any Subsidiary) in a Collateral Disposition permitted by each of the Indentures, at the time outstanding of such sale or disposition, to the extent of the interest sold or disposed of in accordance with the terms of the Indentures and so long as provided for all Net Available Cash is deposited directly in a deposit account subject to a valid and perfected Lien in favor of the applicable Secured Debt Documents Collateral Agent and applied as required by each of the Indentures, (Bii) constituting Excluded Released Property of the Issuers have delivered type described in clause (1)(a), (2) or (3) of the definition of Excluded Released Property, (iii) constituting Capital Stock in any Subsidiary that directly owns solely any Property set forth in Category 8 on Annex I to the Indentures, which Capital Stock constitutes Property Collateral released upon delivery of an Officer’s Certificate to the Trustee attaching a Board Resolution, (iv) becomes Excluded Released Property of the type described in clause (4) of the definition of Excluded Released Property, (v) that constitutes Asset Sale Excess Proceeds that are not required to be applied to the repurchase of Securities in accordance with Section 4.03 of each of the Indentures or (vi) that is owned or at any time acquired by a Guarantor that has been released from its Senior Note Guarantee and Exchangeable Note Guarantee pursuant to Section 10.05 (other than clause (4) thereof) of each Indenture, concurrently with the release thereof; or (8) at or after the time the Liens upon the Collateral Trustee certifying that are released with respect to the Senior Note Obligations pursuant to clause (2), (3) or (4) above, as to any such necessary consents have been obtainedCollateral (other than any Category 1 Collateral (as defined in Section 4.17 of the Exchangeable Note Indenture)), on the Collateral Release/Covenant Revision Trigger Date (as so defined). (b) The Collateral Trustee Agent agrees for the benefit of the Issuers Company and the Guarantors that if the Collateral Trustee Agent at any time receives: (1) an Officer’s Certificate stating that (Ai) the signing officer has read Article 4 III of this Agreement and understands the conditions, provisions and the definitions relating hereto, (Bii) such officer has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not the conditions precedent in this Agreement Agreement, each of the Indentures and all other Secured Debt Transaction Documents, if any, relating to the release of the Collateral have been complied with, (iii) the Collateral Agent is permitted by each of the Indentures and this Agreement to release any property of the Company or a Guarantor described in such Officer’s Certificate from any Lien granted by a Security Document specified in such Officer’s Certificate, (iv) if such release is required as a result of a Collateral Disposition, the proceeds thereof will be applied in accordance with each of the Indentures, and such sale has been consummated in compliance with all other applicable requirements of each of the Indentures, (v) no Default or Event of Default will result from the release of such Lien, and (Cvi) in the opinion of such officer, such all conditions precedentprecedent (including any required substitution of Collateral), if any, applicable to the foregoing (as the case may be) have been complied with; (2) the proposed instrument or instruments releasing such Lien as to such property in recordable form, as if applicable; and; (3) an accompanying Opinion of Counsel for the written confirmation Company to the effect that the release of each Secured Debt Representative (such confirmation Lien as to be given following receipt of, and based solely on, the Officer’s Certificate described in clause (b)(1) above) that, in its view, such release property is permitted by Section 4.1(a) and the respective Secured Debt Documents governing the Secured Debt Obligations the holders of which such Secured Debt Representative representsthis Agreement; then then, the Collateral Trustee will Agent shall execute (with such acknowledgements and/or and notarizations as are required) and deliver such release to the Company or applicable Issuer or Subsidiary Guarantor on or before the later of (x) the date specified in such request for such release and (y) the fifth Business Day after the date of receipt of the items required by this Section 4.1(b3.1(b) by the Collateral TrusteeAgent. The release of any Collateral from the terms of the Security Documents shall not be deemed to impair the security under the Security Documents in contravention of the provisions thereof if and to the extent the Collateral is released pursuant to this Agreement and the Transaction Documents. To the extent applicable, the Company shall cause TIA § 314(d) relating to the release of property from the Lien of the Security Documents and relating to the substitution therefor of any property to be subjected to the Lien of the Security Documents to be complied with. Any certificate or opinion required by TIA § 314(d) may be made by an Officer of the Company, except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Company in the exercise of reasonable care. For purposes of this Section 3.1, a Person is “independent” if such Person (a) is in fact independent, (b) does not have any direct financial interest or any material indirect financial interest in the Company or any Guarantor and (c) is not an officer, employee, promoter, underwriter, trustee, partner or director or Person performing similar functions to any of the foregoing for the Company or any Subsidiary Guarantor. The Collateral Agent and the Trustee shall be entitled to condition the execution receive and delivery of conclusively rely upon a certificate provided by any such release documents in connection with any release pursuant to Section 4.1(a) hereof upon the prior payment in full of all amounts due and owing to the Collateral Trustee hereunder at the time of such release. (c) The Collateral Trustee hereby agrees that: (1) in the case of any release pursuant to clause (2) of Section 4.1(a), if the terms of any such sale, transfer or other disposition require the payment of the purchase price to be contemporaneous with the delivery of the applicable release, then, at the written request of and at the expense of the applicable Issuer or Guarantor, the Collateral Trustee or an agent appointed by it will either (A) be present at and deliver the release at the closing of such transaction or (B) deliver the release under customary escrow arrangements that permit such contemporaneous payment and delivery of the release; and (2) at any time when a Secured Debt Default under a Series of Secured Debt has occurred and is continuing, within one Business Day of the receipt by it of any Act of Required Debtholders, the Collateral Trustee will deliver a copy of such Act of Required Debtholders to each Secured Debt Representative. (d) Each Secured Debt Representative hereby agrees that: (1) as soon as reasonably practicable after receipt of an Officer’s Certificate from the Issuers pursuant to Section 4.1(b)(1) it will, to the extent required by such Section, either provide (A) the written confirmation required by Section 4.1(b)(3), (B) a written statement Person confirming that such release Person is not permitted by Section 4.1(a) or (C) a request for further information from independent within the Issuers reasonably necessary to determine whether the proposed release is permitted by Section 4.1(a) and after receipt of such information such Secured Debt Representative will as soon as reasonably practicable either provide the written confirmation or statement required pursuant to clause (A) or (B), as applicable; and (2) if required by the Secured Debt Documents applicable to such Secured Debt Representative, within one Business Day of the receipt by it of any notice from the Collateral Trustee pursuant to Section 4.1(c)(2), such Secured Debt Representative will deliver a copy of such notice to each registered holder of the Series of Secured Debt for which it acts as Secured Debt Representativeforegoing definition.

Release of Liens on Collateral. (a) The Collateral Trustee’s Agent shall release the Liens upon the Collateral will be releasedCollateral: (1) in whole, upon payment (Aor, in the case of Letters of Credit, cash-collateralization at 105% of face amount) payment in full of the Notes, the Loans made and discharge Letters of all outstanding Secured Debt Credit issued under the Working Capital Facility Agreement and all other Secured Debt Obligations that are outstanding, due and payable at the time all the Notes, the Loans made and Letters of the Secured Debt is paid in full and discharged and (B) termination or expiration of all commitments to extend credit under all Secured Debt Documents and the cancellation or termination or cash collateralization (at the lower of (1) 100% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens Credit issued under the terms Working Capital Facility Agreement and such other Secured Obligations are paid (or, in the case of Letters of Credit, cash-collateralized) in full, and in connection with such payments under the applicable Secured Debt Documents) of all outstanding letters of credit issued pursuant to any Secured Debt DocumentsWorking Capital Facility Agreement, the Commitments are fully and completely terminated; (2) as with respect to any Collateral that is soldthe Note Obligations only, transferred or otherwise disposed upon receipt of by any Issuer or any Guarantor to a Person that is not (either before or after such sale, transfer or disposition) an Issuer or a Guarantor in a transaction or other circumstance that is permitted by written notice from the Indenture and, if applicable, complies with Section 4.10 Trustee of satisfaction and discharge of the Indenture and is permitted by all of the other Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to as set forth in Section 5.01 8.09 of the Indenture; (3) with respect to the Note Obligations only, upon receipt of written notice from the Trustee of a Legal Defeasance as set forth in Section 8.02 of the Indenture; (4) with respect to the Note Obligations only, upon receipt of written notice from the Trustee of payment in full of the Notes and all other Note Obligations that are outstanding, due and payable at the time the Notes are paid in full; (5) with respect to the Working Capital Facility Obligations only, upon payment in full of the Loans made (and cash collateralization of all Letters of Credit issued at 105% of face amount) under the Working Capital Facility Agreement and all other Working Capital Facility Obligations that are outstanding, due and payable at the time the Working Capital Facility Obligations are paid (or, in the case of Letters of Credit, cash-collateralized at 105% of face amount) in full, and in connection therewith, the Commitments are fully and completely terminated; (6) as to any Collateral that constitutes all or substantially all of the Collateral, with the consent of the Holders of 100% in principal amount of the Notes and all of the Working Capital Facility Lenders (including consents obtained in connection with a release tender offer or exchange offer for, or purchase of, the Notes); (7) subject to the provisions of this Agreement, as to any Collateral which constitutes less than all or substantially all of the Collateral, with the consent of the Holders of a majority in principal amount of the Notes and the principal amount of all Loans made and the face amount of all Letters of Credit issued under the Working Capital Facility Agreement then outstanding (or, if no Loans or Letters of Credit are then outstanding but the Commitments remain then in effect, such Commitments), voting together as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes); or (8) as to any Collateral (i) that is (or is deemed to be) sold or otherwise disposed of by Holdings, the Company or any Subsidiary Guarantor (to a Person other than Holdings, the Company or any Subsidiary Guarantor) in a Collateral Disposition or (in the case of any Collateral (other than pursuant to Section 4.1(a)(2the Designated Collateral))) any other transaction, if consent in each case, permitted by the Working Capital Facility Agreement and the Indenture, at the time of such sale or disposition, to the release extent of the interest sold or disposed of in accordance with the terms of the Indenture and so long as all Secured Debt Liens on such cash proceeds thereof are deposited in the Cash Collateral Account to the extent required by the Indenture, (ii) that constitutes a portion of the Cash Collateral Account that is to be applied (x) to redemption of Notes (and repayment of Loans (or cash collateralization of Letters of Credit) under the Working Capital Facility Agreement) or (y) to purchase Qualified Substitute Collateral as described under Section 4.25 of the Indenture, (iii) that constitutes Collateral Excess Proceeds which have been offered to, but not accepted by, the Holders (and have not been used to repay Loans or cash collateralize Letters of Credit under the Working Capital Facility Agreement) and are released as set forth in Section 4.11 of the Indenture or (iv) that is owned or at any time acquired by a Subsidiary Guarantor that has been given by an Act released from its Note Guarantee and its guarantee of Required Debtholders; andthe Loans made under the Working Capital Facility Agreement, concurrently with the release thereof. (49) as to a release any Capital Stock or other securities as and to the extent specified in the first paragraph of all or substantially all Section 2.2(f). To the extent that any proceeds of the Cash Collateral (other than Account are being released pursuant to Sections 4.1(a)(2clause (8)(ii)(y) of this Section 3.1 in order to allow the Company, Holdings or (3))any Subsidiary Guarantor to acquire Qualified Substitute Collateral, if (A) consent any Vessel or Specialized Equipment or Additional Assets, in addition to any other requirements imposed on the Company in connection with such release of that Collateral has been given under this Agreement or any Security Document, such release is expressly conditioned upon compliance by the requisite percentage or number Company with the provisions of holders Section 4.25 of each Series of Secured Debt at the time outstanding as provided for in the applicable Secured Debt Documents and (B) the Issuers have delivered an Officer’s Certificate to the Collateral Trustee certifying that any such necessary consents have been obtainedIndenture. (b) The Collateral Trustee Agent agrees for the benefit of the Issuers Company and the Guarantors that if the Collateral Trustee Agent at any time receives: (1) an Officer’s Certificate stating that (Ai) the signing officer has read Article 4 III of this Agreement and understands the conditions, provisions and the definitions relating hereto, (Bii) such officer has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not the conditions precedent in this Agreement and Agreement, all other Secured Debt Security Documents, the Indenture and the Working Capital Facility Agreement, if any, relating to the release of the Collateral have been complied with, (iii) the Collateral Agent is permitted by the Working Capital Facility Agreement, the Indenture and this Agreement to release any property of the Company or a Guarantor described in such Officer’s Certificate from any Lien granted by a Security Document specified in such Officer’s Certificate, (iv) if such release is required as a result of a Collateral Disposition, the proceeds thereof will be applied in accordance with the Working Capital Facility Agreement and the Indenture, as the case may be, and such sale has been consummated in compliance with all other applicable requirements of the Working Capital Facility Agreement and the Indenture, as the case may be, (v) no Default or Event of Default will result from the release of such Lien, and (Cvi) in the opinion of such officer, such all conditions precedentprecedent (including any required substitution of Collateral), if any, applicable to the foregoing (as the case may be) have been complied with; (2) the proposed instrument or instruments releasing such Lien as to such property in recordable form, as if applicable; and; (3) an accompanying Opinion of Counsel for the written confirmation Company to the effect that the release of each Secured Debt Representative (such confirmation Lien as to be given following receipt of, and based solely on, the Officer’s Certificate described in clause (b)(1) above) that, in its view, such release property is permitted by Section 4.1(a) this Agreement, the Working Capital Facility Agreement and the respective Secured Debt Documents governing the Secured Debt Obligations the holders of which Indenture, and that such Secured Debt Representative represents; then proposed releasing instrument is effective solely to release such Lien as to such property, without requiring the Collateral Trustee will Agent to make any representation or warranty in respect thereto, without releasing or satisfying any obligation secured by such Lien, and without imposing any obligation or liability upon the Collateral Agent or any other Person; then, the Collateral Agent shall execute (with such acknowledgements and/or and notarizations as are required) and deliver such release to the Company or applicable Issuer or Guarantor on or before the later of (x) the date specified in such request for such release and (y) the fifth tenth Business Day after the date of receipt of the items required by this Section 4.1(b3.1(b) by the Collateral TrusteeAgent. The release of any Collateral from the terms of the Security Documents shall not be deemed to impair the security under the Security Documents in contravention of the provisions thereof if and to the extent the Collateral is released pursuant to this Agreement and the Security Documents. To the extent applicable, the Company shall cause TIA § 314(d) relating to the release of property from the Lien of the Security Documents and relating to the substitution therefor of any property to be subjected to the Lien of the Security Documents to be complied with. Any certificate or opinion required by TIA § 314(d) may be made by an Officer of the Company, except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Company in the exercise of reasonable care. For purposes of this Section 3.1, a Person is “independent” if such Person (a) is in fact independent, (b) does not have any direct financial interest or any material indirect financial interest in the Company or any Guarantor and (c) is not an officer, employee, promoter, underwriter, trustee, partner or director or Person performing similar functions to any of the foregoing for the Company or any Guarantor. The Collateral Agent and the Trustee shall be entitled to condition the execution receive and delivery of conclusively rely upon a certificate provided by any such release documents in connection with any release pursuant to Section 4.1(a) hereof upon the prior payment in full of all amounts due and owing to the Collateral Trustee hereunder at the time of such release. (c) The Collateral Trustee hereby agrees that: (1) in the case of any release pursuant to clause (2) of Section 4.1(a), if the terms of any such sale, transfer or other disposition require the payment of the purchase price to be contemporaneous with the delivery of the applicable release, then, at the written request of and at the expense of the applicable Issuer or Guarantor, the Collateral Trustee or an agent appointed by it will either (A) be present at and deliver the release at the closing of such transaction or (B) deliver the release under customary escrow arrangements that permit such contemporaneous payment and delivery of the release; and (2) at any time when a Secured Debt Default under a Series of Secured Debt has occurred and is continuing, within one Business Day of the receipt by it of any Act of Required Debtholders, the Collateral Trustee will deliver a copy of such Act of Required Debtholders to each Secured Debt Representative. (d) Each Secured Debt Representative hereby agrees that: (1) as soon as reasonably practicable after receipt of an Officer’s Certificate from the Issuers pursuant to Section 4.1(b)(1) it will, to the extent required by such Section, either provide (A) the written confirmation required by Section 4.1(b)(3), (B) a written statement Person confirming that such release Person is not permitted by Section 4.1(a) or (C) a request for further information from independent within the Issuers reasonably necessary to determine whether the proposed release is permitted by Section 4.1(a) and after receipt of such information such Secured Debt Representative will as soon as reasonably practicable either provide the written confirmation or statement required pursuant to clause (A) or (B), as applicable; and (2) if required by the Secured Debt Documents applicable to such Secured Debt Representative, within one Business Day of the receipt by it of any notice from the Collateral Trustee pursuant to Section 4.1(c)(2), such Secured Debt Representative will deliver a copy of such notice to each registered holder of the Series of Secured Debt for which it acts as Secured Debt Representativeforegoing definition.

Release of Liens on Collateral. (a) The Collateral Trustee’s Agent shall release the Liens upon the Collateral will be releasedCollateral: (1) in whole, upon (A) payment in full and discharge of all outstanding Secured Debt the Securities and all other Secured Debt Obligations that are outstanding, due and payable at the time all of the Secured Debt is Securities are paid in full and discharged and (B) termination or expiration of all commitments to extend credit under all Secured Debt Documents and the cancellation or termination or cash collateralization (at the lower of (1) 100% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Secured Debt Documents) of all outstanding letters of credit issued pursuant to any Secured Debt Documentsfull; (2) with respect to any Series of Secured Obligations, upon receipt of written notice from the related Trustee of satisfaction and discharge of the related Indenture as set forth in Section 8.01(a) of such Indenture; (3) with respect to any Series of Secured Obligations, upon receipt of written notice from the related Trustee of a legal defeasance or covenant defeasance as set forth in Section 8.01(a) of the related Indenture; (4) with respect to any Series of Secured Obligations, upon receipt of written notice from the related Trustee of payment in full of the related Securities and all other Senior Note Obligations (if such Series of Secured Obligations is the Senior Note 0000-0000-0000 v10 Obligations) or the Exchangeable Note Obligations (if such Series of Secured Obligations is the Exchangeable Note Obligations) that are outstanding, due and payable at the time such Securities are paid in full and, in connection therewith, the related Indenture has been satisfied and discharged; (5) as to any Collateral that is sold, transferred constitutes all or otherwise disposed of by any Issuer or any Guarantor to a Person that is not (either before or after such sale, transfer or disposition) an Issuer or a Guarantor in a transaction or other circumstance that is permitted by the Indenture and, if applicable, complies with Section 4.10 of the Indenture and is permitted by substantially all of the other Secured Debt DocumentsCollateral, at the time of such sale, transfer or other disposition or (i) with respect to the extent Senior Note Obligations only, with the consent of the interest sold, transferred or otherwise disposed of; provided that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 5.01 Holders of at least 66-2/3% in principal amount of the IndentureSenior Note Obligations then outstanding or (ii) with respect to the Exchangeable Note Obligations only, with the consent of the Holders of at least 66-2/3% in principal amount of the Exchangeable Note Obligations then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the applicable Securities); (36) subject to the provisions of this Agreement, as to a release of any Collateral which constitutes less than all or substantially all of the Collateral (other than pursuant to Section 4.1(a)(2))Collateral, if with the consent to the release of all Secured Debt Liens on such Collateral has been given by an Act of Required Debtholders; and (4) as to a release of all or substantially all of the Collateral (other than pursuant to Sections 4.1(a)(2) or (3)), if (A) consent to release Holders of that Collateral has been given by the requisite percentage or number of holders a majority in principal amount of each Series of Secured Debt Obligation, voting each as a separate class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Securities); or (7) as to any Collateral (i) that is (or is deemed to be) sold or otherwise disposed of by the Company or any Subsidiary (to a Person other than the Company or any Subsidiary) in a Collateral Disposition permitted by each of the Indentures, at the time outstanding of such sale or disposition, to the extent of the interest sold or disposed of in accordance with the terms of the Indentures and so long as provided for all Net Available Cash is deposited directly in a deposit account subject to a valid and perfected Lien in favor of the applicable Secured Debt Documents Collateral Agent and applied as required by each of the Indentures, (Bii) constituting Excluded Released Property of the Issuers have delivered type described in clause (1)(a), (2) or (3) of the definition of Excluded Released Property, (iii) constituting Capital Stock in any Subsidiary that directly owns solely any Property set forth in Category 8 on Annex I to the Indentures, which Capital Stock constitutes Property Collateral released upon delivery of an Officer’s Certificate to the Collateral Trustee certifying attaching a Board Resolution, (iv) becomes Excluded Released Property of the type described in clause (4) of the definition of Excluded Released Property, (v) that constitutes Asset Sale Excess Proceeds that are not required to be applied to the repurchase of Securities in accordance with Section 4.03 of each of the Indentures or (vi) that is owned or at any such necessary consents have time acquired by a Guarantor that has been obtainedreleased from its Senior Note Guarantee and Exchangeable Note Guarantee pursuant to Section 10.05 (other than clause (4) thereof) of each Indenture, concurrently with the release thereof. (b) The Collateral Trustee Agent agrees for the benefit of the Issuers Company and the Guarantors that if the Collateral Trustee Agent at any time receives: (1) an Officer’s Certificate stating that (Ai) the signing officer has read Article 4 III of this Agreement and understands the conditions, provisions and the definitions relating hereto, (Bii) such officer has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not the conditions precedent in this Agreement Agreement, each of the Indentures and all other Secured Debt Transaction Documents, if any, relating to the release of the Collateral have been complied with, (iii) the Collateral Agent is permitted 0000-0000-0000 v10 by each of the Indentures and this Agreement to release any property of the Company or a Guarantor described in such Officer’s Certificate from any Lien granted by a Security Document specified in such Officer’s Certificate, (iv) if such release is required as a result of a Collateral Disposition, the proceeds thereof will be applied in accordance with each of the Indentures, and such sale has been consummated in compliance with all other applicable requirements of each of the Indentures, (v) no Default or Event of Default will result from the release of such Lien, and (Cvi) in the opinion of such officer, such all conditions precedentprecedent (including any required substitution of Collateral), if any, applicable to the foregoing (as the case may be) have been complied with; (2) the proposed instrument or instruments releasing such Lien as to such property in recordable form, as if applicable; and; (3) an accompanying Opinion of Counsel for the written confirmation Company to the effect that the release of each Secured Debt Representative (such confirmation Lien as to be given following receipt of, and based solely on, the Officer’s Certificate described in clause (b)(1) above) that, in its view, such release property is permitted by Section 4.1(a) and the respective Secured Debt Documents governing the Secured Debt Obligations the holders of which such Secured Debt Representative representsthis Agreement; then then, the Collateral Trustee will Agent shall execute (with such acknowledgements and/or and notarizations as are required) and deliver such release to the Company or applicable Issuer or Subsidiary Guarantor on or before the later of (x) the date specified in such request for such release and (y) the fifth Business Day after the date of receipt of the items required by this Section 4.1(b3.1(b) by the Collateral TrusteeAgent. The release of any Collateral from the terms of the Security Documents shall not be deemed to impair the security under the Security Documents in contravention of the provisions thereof if and to the extent the Collateral is released pursuant to this Agreement and the Transaction Documents. To the extent applicable, the Company shall cause TIA § 314(d) relating to the release of property from the Lien of the Security Documents and relating to the substitution therefor of any property to be subjected to the Lien of the Security Documents to be complied with. Any certificate or opinion required by TIA § 314(d) may be made by an Officer of the Company, except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Company in the exercise of reasonable care. For purposes of this Section 3.1, a Person is “independent” if such Person (a) is in fact independent, (b) does not have any direct financial interest or any material indirect financial interest in the Company or any Guarantor and (c) is not an officer, employee, promoter, underwriter, trustee, partner or director or Person performing similar functions to any of the foregoing for the Company or any Subsidiary Guarantor. The Collateral Agent and the Trustee shall be entitled to condition the execution receive and delivery of conclusively rely upon a certificate provided by any such release documents in connection with any release pursuant to Section 4.1(a) hereof upon the prior payment in full of all amounts due and owing to the Collateral Trustee hereunder at the time of such release. (c) The Collateral Trustee hereby agrees that: (1) in the case of any release pursuant to clause (2) of Section 4.1(a), if the terms of any such sale, transfer or other disposition require the payment of the purchase price to be contemporaneous with the delivery of the applicable release, then, at the written request of and at the expense of the applicable Issuer or Guarantor, the Collateral Trustee or an agent appointed by it will either (A) be present at and deliver the release at the closing of such transaction or (B) deliver the release under customary escrow arrangements that permit such contemporaneous payment and delivery of the release; and (2) at any time when a Secured Debt Default under a Series of Secured Debt has occurred and is continuing, within one Business Day of the receipt by it of any Act of Required Debtholders, the Collateral Trustee will deliver a copy of such Act of Required Debtholders to each Secured Debt Representative. (d) Each Secured Debt Representative hereby agrees that: (1) as soon as reasonably practicable after receipt of an Officer’s Certificate from the Issuers pursuant to Section 4.1(b)(1) it will, to the extent required by such Section, either provide (A) the written confirmation required by Section 4.1(b)(3), (B) a written statement Person confirming that such release Person is not permitted by Section 4.1(a) or (C) a request for further information from independent within the Issuers reasonably necessary to determine whether the proposed release is permitted by Section 4.1(a) and after receipt of such information such Secured Debt Representative will as soon as reasonably practicable either provide the written confirmation or statement required pursuant to clause (A) or (B), as applicable; and (2) if required by the Secured Debt Documents applicable to such Secured Debt Representative, within one Business Day of the receipt by it of any notice from the Collateral Trustee pursuant to Section 4.1(c)(2), such Secured Debt Representative will deliver a copy of such notice to each registered holder of the Series of Secured Debt for which it acts as Secured Debt Representativeforegoing definition.

Release of Liens on Collateral. (a) The Collateral Trustee’s Agent shall release the Liens upon the Collateral will be releasedCollateral: (1) in whole, upon payment (Aor, in the case of Letters of Credit, cash-collateralization at 105% of face amount) payment in full of the Priority Facility Loans made under the Priority Facility Agreement, the Notes, the Working Capital Loans made and discharge Letters of all outstanding Secured Debt Credit issued under the Working Capital Facility Agreement and all other Secured Debt Obligations that are outstanding, due and payable at the time all the Priority Facility Loans made under the Priority Facility Agreement, the Notes, the Working Capital Facility Loans made and Letters of Credit issued under the Working Capital Facility Agreement and such other Secured Debt is Obligations are paid (or, in full the case of Letters of Credit, cash-collateralized) in full, and discharged and (B) termination or expiration of all commitments to extend credit in connection with such payments under all Secured Debt Documents and the cancellation or termination or cash collateralization (Working Capital Facility Agreement, any Commitments which are in effect at the lower of (1) 100% of the aggregate undrawn amount time thereof are fully and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Secured Debt Documents) of all outstanding letters of credit issued pursuant to any Secured Debt Documentscompletely terminated; (2) as with respect to any Collateral that is soldthe Note Obligations only, transferred or otherwise disposed upon receipt of by any Issuer or any Guarantor to a Person that is not (either before or after such sale, transfer or disposition) an Issuer or a Guarantor in a transaction or other circumstance that is permitted by written notice from the Indenture and, if applicable, complies with Section 4.10 Trustee of satisfaction and discharge of the Indenture and is permitted by all of the other Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to as set forth in Section 5.01 8.09 of the Indenture; (3) with respect to the Note Obligations only, upon receipt of written notice from the Trustee of a Legal Defeasance as set forth in Section 8.02 of the Indenture; (4) with respect to the Note Obligations only, upon receipt of written notice from the Trustee of payment in full of the Notes and all other Note Obligations that are outstanding, due and payable at the time the Notes are paid in full; (5) with respect to the Working Capital Facility Obligations only, upon payment in full of the Working Capital Facility Loans made (and cash collateralization of all Letters of Credit issued at 105% of face amount) under the Working Capital Facility Agreement and all other Working Capital Facility Obligations that are outstanding, due and payable at the time the Working Capital Facility Obligations are paid (or, in the case of Letters of Credit, cash-collateralized at 105% of face amount) in full, and in connection therewith, any Commitments which are in effect at the time thereof are fully and completely terminated; (6) with respect to the Priority Facility Obligations only, upon payment in full of the Priority Facility Loans made under the Priority Facility Agreement and all other Priority Facility Obligations that are outstanding, due and payable at the time the Priority Facility Obligations are paid; (7) as to any Collateral that constitutes all or substantially all of the Collateral, with the consent of all of the Priority Facility Lenders (unless such Collateral is Non-Priority Collateral), the Holders of 100% in principal amount of the Notes and all of the Working Capital Facility Lenders (including consents obtained in connection with a release tender offer or exchange offer for, or purchase of, the Notes); (8) subject to the provisions of this Agreement, as to any Collateral which constitutes less than all or substantially all of the Collateral, with the consent of the holders of a majority in principal amount of all Priority Facility Loans made under the Priority Facility Agreement then outstanding (unless such Collateral is Non-Priority Collateral), Holders of a majority in principal amount of the Notes and holders of a majority in principal amount of all Working Capital Loans made and the face amount of all Letters of Credit issued under the Working Capital Facility Agreement then outstanding (or, if no Working Capital Loans or Letters of Credit are then outstanding but the Commitments remain then in effect, such Commitments), voting together as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes); (9) as to any Collateral (i) that is (or is deemed to be) sold or otherwise disposed of by Holdings, the Company or any Subsidiary Guarantor (to a Person other than Holdings, the Company or any Subsidiary Guarantor) in a Collateral Disposition or (in the case of any Collateral (other than pursuant to Section 4.1(a)(2the Designated Collateral)) any other transaction, in each case, permitted by the Priority Facility Agreement (unless such Collateral is Non-Priority Collateral), if consent to the release of all Secured Debt Liens on such Collateral has been given by an Act of Required Debtholders; and (4) as to a release of all or substantially all of Working Capital Facility Agreement and the Collateral (other than pursuant to Sections 4.1(a)(2) or (3))Indenture, if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Secured Debt at the time outstanding of such sale or disposition, to the extent of the interest sold or disposed of in accordance with the terms of the Indenture and so long as provided for all cash proceeds thereof are deposited in the applicable Secured Debt Documents and (B) the Issuers have delivered an Officer’s Certificate Cash Collateral Account to the extent required by the Indenture and the Priority Facility Agreement, (ii) that constitutes a portion of the Cash Collateral Trustee certifying Account that is to be applied (x) to redemption of Notes (and repayment of Priority Facility Loans under the Priority Facility Agreement and the Working Capital Loans (or cash collateralization of Letters of Credit) under the Working Capital Facility Agreement), in each case in accordance with Section 2.7 or (y) to purchase Qualified Substitute Collateral as described under Section 4.25 of the Indenture and to the extent such purchase is permitted by the Priority Facility Agreement, (iii) that constitutes Collateral Excess Proceeds which have been offered to, but not accepted by, the Holders (and have not been used to repay Priority Facility Loans under the Priority Facility Agreement or Working Capital Loans or cash collateralize Letters of Credit under the Working Capital Facility Agreement) and are released as set forth in Section 4.11 of the Indenture or (iv) that is owned or at any time acquired by a Subsidiary Guarantor that has been released from its Note Guarantee and its guarantee of the Working Capital Loans pursuant to the Subsidiary Guarantee and the Working Capital Facility Agreement, concurrently with the release thereof; or (10) with respect to the Note Obligations, as to any Capital Stock or other securities as and to the extent specified in the first paragraph of Section 2.2(f). To the extent that any proceeds of the Cash Collateral Account are being released pursuant to clause (9)(ii)(y) of this Section 3.1 in order to allow the Company, Holdings or any Subsidiary Guarantor to acquire Qualified Substitute Collateral, any Vessel or Specialized Equipment or Additional Assets, in addition to any other requirements imposed on the Company in connection with such necessary consents have been obtainedrelease under this Agreement or any Security Document, such release is expressly conditioned upon compliance by the Company with the provisions of Section 4.25 of the Indenture and the provisions of the Priority Facility Agreement. (b) The Collateral Trustee Agent agrees for the benefit of the Issuers Company and the Guarantors that if the Collateral Trustee Agent at any time receives: (1) an Officer’s Certificate stating that (Ai) the signing officer has read Article 4 III of this Agreement and understands the conditions, provisions and the definitions relating hereto, (Bii) such officer has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not the conditions precedent in this Agreement and Agreement, all other Secured Debt Security Documents, the Priority Facility Agreement, the Indenture and the Working Capital Facility Agreement, if any, relating to the release of the Collateral have been complied with, (iii) the Collateral Agent is permitted by the Priority Facility Agreement, the Working Capital Facility Agreement, the Indenture and this Agreement to release any property of the Company or a Guarantor described in such Officer’s Certificate from any Lien granted by a Security Document specified in such Officer’s Certificate, (iv) if such release is required as a result of a Collateral Disposition, the proceeds thereof will be applied in accordance with the Priority Facility Agreement, the Working Capital Facility Agreement and the Indenture, as the case may be, and such sale has been consummated in compliance with all other applicable requirements of the Priority Facility Agreement, the Working Capital Facility Agreement and the Indenture, as the case may be, (v) no Default or Event of Default will result from the release of such Lien, and (Cvi) in the opinion of such officer, such all conditions precedentprecedent (including any required substitution of Collateral), if any, applicable to the foregoing (as the case may be) have been complied with; (2) the proposed instrument or instruments releasing such Lien as to such property in recordable form, as if applicable; and; (3) an accompanying Opinion of Counsel for the written confirmation Company to the effect that the release of each Secured Debt Representative (such confirmation Lien as to be given following receipt of, and based solely on, the Officer’s Certificate described in clause (b)(1) above) that, in its view, such release property is permitted by Section 4.1(a) this Agreement, the Working Capital Facility Agreement and the respective Secured Debt Documents governing the Secured Debt Obligations the holders of which Indenture, and that such Secured Debt Representative represents; then proposed releasing instrument is effective solely to release such Lien as to such property, without requiring the Collateral Trustee will Agent to make any representation or warranty in respect thereto, without releasing or satisfying any obligation secured by such Lien, and without imposing any obligation or liability upon the Collateral Agent or any other Person; then, the Collateral Agent shall execute (with such acknowledgements and/or and notarizations as are required) and deliver such release to the Company or applicable Issuer or Guarantor on or before the later of (x) the date specified in such request for such release and (y) the fifth tenth Business Day after the date of receipt of the items required by this Section 4.1(b3.1(b) by the Collateral TrusteeAgent. The release of any Collateral from the terms of the Security Documents shall not be deemed to impair the security under the Security Documents in contravention of the provisions thereof if and to the extent the Collateral is released pursuant to this Agreement and the Security Documents. To the extent applicable, the Company shall cause TIA § 314(d) relating to the release of property from the Lien of the Security Documents and relating to the substitution therefor of any property to be subjected to the Lien of the Security Documents to be complied with. Any certificate or opinion required by TIA § 314(d) may be made by an Officer of the Company, except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be an independent engineer, appraiser or other expert selected by the Company in the exercise of reasonable care. For purposes of this Section 3.1, a Person is “independent” if such Person (a) is in fact independent, (b) does not have any direct financial interest or any material indirect financial interest in the Company or any Guarantor and (c) is not an officer, employee, promoter, underwriter, trustee, partner or director or Person performing similar functions to any of the foregoing for the Company or any Guarantor. The Collateral Agent and the Trustee shall be entitled to condition the execution receive and delivery of conclusively rely upon a certificate provided by any such release documents in connection with any release pursuant to Section 4.1(a) hereof upon the prior payment in full of all amounts due and owing to the Collateral Trustee hereunder at the time of such release. (c) The Collateral Trustee hereby agrees that: (1) in the case of any release pursuant to clause (2) of Section 4.1(a), if the terms of any such sale, transfer or other disposition require the payment of the purchase price to be contemporaneous with the delivery of the applicable release, then, at the written request of and at the expense of the applicable Issuer or Guarantor, the Collateral Trustee or an agent appointed by it will either (A) be present at and deliver the release at the closing of such transaction or (B) deliver the release under customary escrow arrangements that permit such contemporaneous payment and delivery of the release; and (2) at any time when a Secured Debt Default under a Series of Secured Debt has occurred and is continuing, within one Business Day of the receipt by it of any Act of Required Debtholders, the Collateral Trustee will deliver a copy of such Act of Required Debtholders to each Secured Debt Representative. (d) Each Secured Debt Representative hereby agrees that: (1) as soon as reasonably practicable after receipt of an Officer’s Certificate from the Issuers pursuant to Section 4.1(b)(1) it will, to the extent required by such Section, either provide (A) the written confirmation required by Section 4.1(b)(3), (B) a written statement Person confirming that such release Person is not permitted by Section 4.1(a) or (C) a request for further information from independent within the Issuers reasonably necessary to determine whether the proposed release is permitted by Section 4.1(a) and after receipt of such information such Secured Debt Representative will as soon as reasonably practicable either provide the written confirmation or statement required pursuant to clause (A) or (B), as applicable; and (2) if required by the Secured Debt Documents applicable to such Secured Debt Representative, within one Business Day of the receipt by it of any notice from the Collateral Trustee pursuant to Section 4.1(c)(2), such Secured Debt Representative will deliver a copy of such notice to each registered holder of the Series of Secured Debt for which it acts as Secured Debt Representativeforegoing definition.

Release of Liens on Collateral. (a) The Collateral Trustee’s Agent shall release the Liens upon the Collateral will be releasedCollateral: (1) in whole, upon (A) payment in full and discharge of all outstanding Secured Debt the Securities and all other Secured Debt Obligations that are outstanding, due and payable at the time all of the Secured Debt is Securities are paid in full and discharged and (B) termination or expiration of all commitments to extend credit under all Secured Debt Documents and the cancellation or termination or cash collateralization (at the lower of (1) 100% of the aggregate undrawn amount and (2) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Secured Debt Documents) of all outstanding letters of credit issued pursuant to any Secured Debt Documentsfull; (2) with respect to any Series of Secured Obligations, upon receipt of written notice from the related Trustee of satisfaction and discharge of the related Indenture as set forth in Section 8.01(a) of such Indenture; (3) with respect to any Series of Secured Obligations, upon receipt of written notice from the related Trustee of a legal defeasance or covenant defeasance as set forth in Section 8.01(a) of the related Indenture; (4) with respect to any Series of Secured Obligations, upon receipt of written notice from the related Trustee of payment in full of the related Securities and all other Senior Note Obligations (if such Series of Secured Obligations is the Senior Note Obligations) or the Exchangeable Note Obligations (if such Series of Secured Obligations is the Exchangeable Note Obligations) that are outstanding, due and payable at the time such Securities are paid in full and, in connection therewith, the related Indenture has been satisfied and discharged; 0000-0000-0000 v13 20 (5) as to any Collateral that is sold, transferred constitutes all or otherwise disposed of by any Issuer or any Guarantor to a Person that is not (either before or after such sale, transfer or disposition) an Issuer or a Guarantor in a transaction or other circumstance that is permitted by the Indenture and, if applicable, complies with Section 4.10 of the Indenture and is permitted by substantially all of the other Secured Debt DocumentsCollateral, at the time of such sale, transfer or other disposition or (i) with respect to the extent Senior Note Obligations only, with the consent of the interest sold, transferred or otherwise disposed of; provided that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 5.01 Holders of at least 66-2/3% in principal amount of the IndentureSenior Note Obligations then outstanding or (ii) with respect to the Exchangeable Note Obligations only, with the consent of the Holders of at least 66-2/3% in principal amount of the Exchangeable Note Obligations then outstanding (including, in each case, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the applicable Securities); (36) subject to the provisions of this Agreement, as to a release of any Collateral which constitutes less than all or substantially all of the Collateral (other than pursuant to Section 4.1(a)(2))Collateral, if with the consent to the release of all Secured Debt Liens on such Collateral has been given by an Act of Required Debtholders; and (4) as to a release of all or substantially all of the Collateral (other than pursuant to Sections 4.1(a)(2) or (3)), if (A) consent to release Holders of that Collateral has been given by the requisite percentage or number of holders a majority in principal amount of each Series of Secured Debt Obligation, voting together as a single class (including consents obtained in connection with a tender offer or exchange offer for, or purchase of, Securities); (7) as to any Collateral (i) that is (or is deemed to be) (A) sold or otherwise disposed of by the Company or any Subsidiary (to a Person other than the Company or any Subsidiary) in a Collateral Disposition permitted by each of the Indentures, at the time outstanding of such sale or disposition, to the extent of the interest sold or disposed of in accordance with the terms of the Indentures and so long as provided for all Net Available Cash is deposited directly in a deposit account subject to a valid and perfected Lien in favor of the applicable Secured Debt Documents Collateral Agent and applied as required by each of the Indentures or (B) sold or otherwise disposed of by the Issuers have delivered Company or any Subsidiary (to a Person other than the Company or any Subsidiary) in a transaction that is deemed not to be an Asset Sale pursuant to, and that satisfies all terms and conditions specified in, clauses (B), (C), (E), (G), (I), (M), (N), (O), or (P) of the definition of “Asset Sale” in and that is otherwise permitted by each of the Indentures, at the time of such sale or disposition, to the extent of the interest sold or disposed of in accordance with the terms of each of the Indentures, (ii) constituting Excluded Released Property of the type described in clause (1)(a), (2) or (3) of the definition of Excluded Released Property, (iii) constituting Capital Stock in any Subsidiary that directly owns solely any Property set forth in Category 8 on Annex I to the Indentures, which Capital Stock constitutes Property Collateral released upon delivery of an Officer’s Certificate to the Trustee attaching a Board Resolution, (iv) that becomes Excluded Released Property of the type described in clause (4) of the definition of Excluded Released Property, (v) that constitutes (A) Asset Sale Excess Proceeds that are not required to be applied to the repurchase of Securities in accordance with Section 4.03 of each of the Indentures, (B) Pending Use Cash, upon the application of such Pending Use Cash for a Permitted excess Cash Use in accordance with Section 4.03 of each of the Indentures, (C) Pending Use Cash, upon the application of such Pending Use Cash for the repurchase of Securities in accordance with Section 4.03 of each of the Indentures, or (D) Pending Redemption Cash, upon the application of such Pending Redemption Cash for the redemption or repurchase, as applicable, of Securities in accordance with Section 4.04 of Each of the Indentures, or (vi) that is owned or at any time acquired by a Guarantor that has been released from its Senior Note Guarantee and Exchangeable Note Guarantee pursuant to Section 10.05 (other than clause (4) thereof) of each Indenture, concurrently with the release thereof; or (8) at or after the time the Liens upon the Collateral Trustee certifying that are released with respect to the Senior Note Obligations pursuant to clause (2), (3) or (4) above, as to any such necessary consents have been obtainedCollateral (other 0000-0000-0000 v13 21 than any Category 1 Collateral (as defined in Section 4.17 of the Exchangeable Note Indenture)), on the Collateral Release/Covenant Revision Trigger Date (as so defined). (b) The Collateral Trustee Agent agrees for the benefit of the Issuers Company, the Cash Collateral Grantors and the Guarantors that if the Collateral Trustee Agent at any time receives: (1) an Officer’s Certificate stating that (Ai) the signing officer has read Article 4 III of this Agreement and understands the conditions, provisions and the definitions relating hereto, (Bii) such officer has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not the conditions precedent in this Agreement Agreement, each of the Indentures and all other Secured Debt Transaction Documents, if any, relating to the release of the Collateral have been complied with, (iii) the Collateral Agent is permitted by each of the Indentures and this Agreement to release any property of the Company, a Cash Collateral Grantor or a Guarantor described in such Officer’s Certificate from any Lien granted by a Security Document specified in such Officer’s Certificate, (iv) if such release is required as a result of a Collateral Disposition, the proceeds thereof will be applied in accordance with each of the Indentures, and such sale has been consummated in compliance with all other applicable requirements of each of the Indentures, (v) no Default or Event of Default will result from the release of such Lien, and (Cvi) in the opinion of such officer, such all conditions precedentprecedent (including any required substitution of Collateral), if any, applicable to the foregoing (as the case may be) have been complied with; (2) the proposed instrument or instruments releasing such Lien as to such property in recordable form, as if applicable; and; (3) an accompanying Opinion of Counsel for the written confirmation Company to the effect that the release of each Secured Debt Representative (such confirmation Lien as to be given following receipt of, and based solely on, the Officer’s Certificate described in clause (b)(1) above) that, in its view, such release property is permitted by Section 4.1(a) and the respective Secured Debt Documents governing the Secured Debt Obligations the holders of which such Secured Debt Representative representsthis Agreement; then then, the Collateral Trustee will Agent shall execute (with such acknowledgements and/or and notarizations as are required) and deliver such release to the Company or applicable Issuer or Guarantor Subsidiary Party on or before the later of (x) the date specified in such request for such release and (y) the fifth Business Day after the date of receipt of the items required by this Section 4.1(b3.1(b) by the Collateral TrusteeAgent. The release of any Collateral Trustee from the terms of the Security Documents shall not be deemed to impair the security under the Security Documents in contravention of the provisions thereof if and to the extent the Collateral is released pursuant to this Agreement and the Transaction Documents. To the extent applicable, the Company shall cause TIA § 314(d) relating to the release of property from the Lien of the Security Documents and relating to the substitution therefor of any property to be subjected to the Lien of the Security Documents to be complied with. Any certificate or opinion required by TIA § 314(d) may be made by an Officer of the Company, except in cases where TIA § 314(d) requires that such certificate or opinion be made by an independent Person, which Person shall be entitled to condition an independent engineer, appraiser or other expert selected by the execution Company in the exercise of reasonable care. For purposes of this Section 3.1, a Person is “independent” if such Person (a) is in fact independent, (b) does not have any direct financial interest or any material indirect financial interest in the Company, any Cash Collateral Grantor or any Guarantor and delivery of any such release documents in connection with any release pursuant to Section 4.1(a) hereof upon the prior payment in full of all amounts due and owing to the Collateral Trustee hereunder at the time of such release. (c) The Collateral Trustee hereby agrees that: (1) in the case of is not an officer, employee, promoter, underwriter, trustee, partner or director or Person performing similar functions to any release pursuant to clause (2) of Section 4.1(a), if the terms of any such sale, transfer or other disposition require the payment of the purchase price to be contemporaneous with foregoing for the delivery of the applicable release, then, at the written request of and at the expense of the applicable Issuer Company or Guarantor, the Collateral Trustee or an agent appointed by it will either (A) be present at and deliver the release at the closing of such transaction or (B) deliver the release under customary escrow arrangements that permit such contemporaneous payment and delivery of the release; and (2) at any time when a Secured Debt Default under a Series of Secured Debt has occurred and is continuing, within one Business Day of the receipt by it of any Act of Required Debtholders, the Collateral Trustee will deliver a copy of such Act of Required Debtholders to each Secured Debt Representative. (d) Each Secured Debt Representative hereby agrees that: (1) as soon as reasonably practicable after receipt of an Officer’s Certificate from the Issuers pursuant to Section 4.1(b)(1) it will, to the extent required by such Section, either provide (A) the written confirmation required by Section 4.1(b)(3), (B) a written statement that such release is not permitted by Section 4.1(a) or (C) a request for further information from the Issuers reasonably necessary to determine whether the proposed release is permitted by Section 4.1(a) and after receipt of such information such Secured Debt Representative will as soon as reasonably practicable either provide the written confirmation or statement required pursuant to clause (A) or (B), as applicable; and (2) if required by the Secured Debt Documents applicable to such Secured Debt Representative, within one Business Day of the receipt by it of any notice from the Collateral Trustee pursuant to Section 4.1(c)(2), such Secured Debt Representative will deliver a copy of such notice to each registered holder of the Series of Secured Debt for which it acts as Secured Debt Representative.0000-0000-0000 v13 22