Common use of Release of Security Clause in Contracts

Release of Security. (a) In the event that (i) on a pro forma basis giving effect to the release of the security for the Securities and any other Debt of the Company with similar release provisions, (A) no Debt of the Company would be outstanding and (B) there would be no availability to the Company under any bank credit facilities, operating credit facilities or swap agreements, in the case of each of (A) and (B) that is or are secured by a Lien of the Pledge Agreement or any Collateral Document or any other Lien on the Deed of Trust Collateral, (ii) the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings and (iii) no Default or Event of Default has occurred and is continuing under this Indenture, then, without the consent of the Holders, the Company may permanently terminate the Lien of the Pledge Agreement or any Collateral Document and any other Lien on the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of this Indenture shall terminate and have no further force or effect. (b) The Company shall notify the Rating Agencies and the Trustee of its intention to exercise its option to release the collateral at least 45 days prior to the proposed date of such release (the "Release Date"). In order to effect the release of the security, on the proposed Release Date the Company shall deliver to the Trustee an Officers' Certificate stating that (A) each of the conditions specified above has been satisfied and (B) the Company has not been notified by the Rating Agencies that the ratings assigned to the Securities will be downgraded as a result of the release of the security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' Certificate shall be dated on, or not more than one day prior to, the Release Date. (c) As soon as practicable after the occurrence of the Release Date, the Trustee will, upon Company Order and at the Company's expense, (i) return to the Company all Collateral in the Trustee's possession as shall not have been sold or otherwise applied pursuant to the terms of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral and (ii) promptly execute and deliver further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Company may reasonably request, in order to evidence the termination of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral.

Release of Security. (a) In If a Borrower or Guarantor is or is proposed to be the event that subject of a disposal, other than to another member of the Group, then: (i) on a pro forma basis giving effect to the release where that Borrower or Guarantor created Transaction Security over any of its assets or business in favour of the security for the Securities and any other Debt Security Trustee, or Transaction Security in favour of the Company with similar release provisionsSecurity Trustee was created over the shares (or equivalent) of that Borrower or Guarantor, (A) no Debt the Security Trustee may, at the cost and request of the Company would be outstanding and Company, release those assets, business or shares (B) there would be no availability to the Company under any bank credit facilities, operating credit facilities or swap agreements, in the case of each of (A) and (B) that is or are secured by a Lien of the Pledge Agreement or any Collateral Document or any other Lien on the Deed of Trust Collateral, equivalent); (ii) the ratings assigned resignation of that Borrower or Guarantor and related release of Transaction Security referred to in paragraph (a) above shall not become effective until the Securities by at least two date of the three Rating Agencies are Investment Grade Ratings and that disposal; and (iii) if the disposal of that Borrower or Guarantor is not made, the Resignation Letter of that Borrower or Guarantor and the related release of Transaction Security referred to in paragraph (a) above shall have no Default or Event of Default has occurred effect and is continuing under this Indenture, then, without the consent obligations of the Holders, Borrower or Guarantor and the Company may permanently terminate the Lien of the Pledge Agreement Transaction Security created or any Collateral Document intended to be created by or over that Borrower or Guarantor shall continue in full force and any other Lien on the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of this Indenture shall terminate and have no further force or effect. (b) The Company shall notify Security Trustee shall, without the Rating Agencies need to consult with or obtain consent from any other Finance Party, at the cost and request of the Trustee Company, release any Transaction Security created by the Transaction Security Documents: (i) if the applicable Subsidiary of its intention to exercise its option which such Capital Stock or assets are pledged or assigned is designated as an Unrestricted Subsidiary in compliance with Section 4.07 of Schedule 14 (Covenants); (ii) to release the collateral at least 45 days prior and/or re-take any Transaction Security to the proposed date extent otherwise permitted by the terms of such release this Agreement, the Transaction Security Documents or the Intercreditor Agreement or any Additional Intercreditor Agreement; (iii) to the "Release Date"). In order to effect extent that the release relevant Transaction Security is a share pledge of the securityCapital Stock of Unitymedia Management GmbH or another Parent Guarantor, such Transaction Security will be released in connection with the Unitymedia Management Merger or in connection with any other merger or other transaction permitted by, and in compliance with, Section 5.01 of Schedule 14 (Covenants); provided that any other Security on such Capital Stock that secures any other Indebtedness (other than (a) any Indebtedness permitted to be incurred pursuant to Section 4.09(b)(15) of Schedule 14 (Covenants) and (b) any Refinancing Indebtedness in respect of Indebtedness referred to in the proposed Release Date foregoing clause (a)) of the Company shall deliver or any Restricted Subsidiaries is simultaneously released; (iv) if such Transaction Security is over the treasury Capital Stock of Unitymedia Management GmbH, Unitymedia Hessen Verwaltung GmbH, the Company or any Restricted Subsidiaries; provided that any other Security on such treasury Capital Stock that secures any other Indebtedness of the Company or any Restricted Subsidiaries is simultaneously released; or (v) if the assets subject to the Trustee an Officers' Certificate stating Transaction Security are owned by a Guarantor that is released from its guarantee in accordance with Clause 28.6 (A) each Resignation of the conditions specified above has been satisfied and (B) the Company has not been notified by the Rating Agencies that the ratings assigned to the Securities will be downgraded as a result of the release of the security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' Certificate shall be dated on, or not more than one day prior to, the Release DateGuarantor). (c) As soon as practicable after The Security Trustee may, at the occurrence cost and expense of the Release DateCompany, require an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for in this Agreement relating to any release of any Transaction Security pursuant to paragraph (b) of this Clause 28.8 have been complied with. (d) Save where defined in Clause 1.1 (Definitions), defined terms used in (b) and (c) of this Clause 28.8 shall bear the meaning given to them in Schedule 16 (Definitions). (e) The provisions of (b) and (c) of this Clause 28.8 are to be interpreted in accordance with New York law (without prejudice to the fact that the Finance Documents are to be governed by English law). (f) The Security Trustee willshall (and it is hereby authorised by the other Finance Parties to), upon Company Order and at the cost of the Company's expense, (i) return execute such documents as may be required or desirable to the Company all Collateral in the Trustee's possession as shall not have been sold or otherwise applied effect any release of Transaction Security pursuant to the terms of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral and (ii) promptly execute and deliver further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Company may reasonably request, in order to evidence the termination of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateralthis Clause 28.8.

Release of Security. (a) In the event that (i) on a pro forma basis giving effect to the release of the security for the Securities and any other Debt of the Company with similar release provisions, (A) no Debt of the Company would be outstanding and (B) there would be no availability to the Company under any bank credit facilities, operating credit facilities or swap agreements, in the case of each of (A) and (B) that is or are secured by a Lien of the Pledge Agreement or any Collateral Document or any other Lien on the Deed of Trust Collateral, (ii) the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings and (iii) no Default or Event of Default has occurred and is continuing under this Indenture, then, without the consent of the Holders, the Company may permanently terminate the Lien of the Pledge Agreement or any Collateral Document and any other Lien on the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of this Indenture shall terminate and have no further force or effect. (b) The Company shall notify the Rating Agencies and the Trustee of its intention to exercise its option to release the collateral at least 45 days prior to the proposed date of such release (the "“Release Date"”). In order to effect the release of the security, on the proposed Release Date the Company shall deliver to the Trustee an Officers' Certificate stating that (A) each of the conditions specified above has been satisfied and (B) the Company has not been notified by the Rating Agencies that the ratings assigned to the Securities will be downgraded as a result of the release of the security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' Certificate shall be dated on, or not more than one day prior to, the Release Date. (c) As soon as practicable after the occurrence of the Release Date, the Trustee will, upon Company Order and at the Company's expense, (i) return to the Company all Collateral in the Trustee's possession as shall not have been sold or otherwise applied pursuant to the terms of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral and (ii) promptly execute and deliver further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Company may reasonably request, in order to evidence the termination of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral.

Release of Security. (a) In Without derogating from any other provision of this Indenture or the event that Security Documents which may provide for the release of any security on Collateral: (i) the First-Priority Liens on a pro forma basis giving effect the Collateral will be released in whole with respect to the release obligations of the security for Issuer under the Securities Notes and this Indenture and the Noteholder Collateral Platform Guarantees, as they relate to the Notes and this Indenture, as applicable, upon the occur- rence of any other Debt of the Company with similar release provisions, following: (A) no Debt payment in full in cash of the Company would be outstanding principal of, accrued and unpaid interest and premium (if any) on, the Notes; (B) there would be no availability satisfaction and discharge of this Indenture; or (C) defeasance pursuant to either Section 8.02 or 8.03 hereof; provided that in each case, all amounts owing to the Company Trustee under any bank credit facilities, operating credit facilities this Indenture and the Notes and to the Collateral Trustee under the Security Documents have been paid or swap agreements, in otherwise provided for to the case of each of (A) and (B) that is or are secured by a Lien reasonable satisfaction of the Pledge Agreement or any Trustee and the Collateral Document or any other Lien on the Deed of Trust CollateralTrustee, (ii) the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings and (iii) no Default or Event of Default has occurred and is continuing under this Indenture, then, without the consent of the Holders, the Company may permanently terminate the Lien of the Pledge Agreement or any Collateral Document and any other Lien on the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of this Indenture shall terminate and have no further force or effect.as applicable; and (b) The Company shall notify the Rating Agencies and the Trustee of its intention to exercise its option to release the collateral at least 45 days prior to the proposed date of such release (the "Release Date"). In order to effect the release First-Priority Liens of the security, Collateral Trustee on the proposed Release Date the Company shall deliver Collateral will automatically be released with respect to the Trustee an Officers' Certificate stating that (A) each of the conditions specified above has been satisfied and (B) the Company has not been notified by the Rating Agencies that the ratings assigned to the Securities will be downgraded as a result of the release of the security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' Certificate shall be dated on, or not more than one day prior to, the Release Date. (c) As soon as practicable after any Property constituting Collateral upon the occurrence of any of the Release Date, the Trustee will, upon Company Order and at the Company's expense, following: (i) return any disposition of such Collateral to any Person other than the Company all Collateral Issuer or any Guarantors in the Trustee's possession as shall not have been sold or otherwise applied pursuant to any transaction permitted hereunder and under the terms of the other First-Lien of In- debtedness (but excluding any transaction subject to Section 5.01 if such other Person is required to become the Pledge Agreement and any Collateral Document and any other Lien obligor on the Deed of Trust Collateral and Notes or a Guarantor); (ii) promptly execute and deliver further instruments and documents, and take upon a written release of Collateral by the Lenders Collateral Trustee under the Lenders Collateral Platform or upon the return for cancellation of all further actions, that may be necessary or desirable, or that Lenders Collateral Bonds is- sued under the Company may reasonably request, Lenders Collateral Platform whether before of following the payment in order to evidence the termination full of the Lien Indebtedness under the Credit Facilities; or (iii) the disposition of such Collateral pursuant to the Pledge Agreement exercise of any rights and reme- dies by the Collateral Trustee with respect to any Collateral Document and any other Lien on Collateral, subject to the Deed of Trust CollateralSecurity Documents.

Release of Security. (a) In the event that (i) on a pro forma basis giving effect to the release of the security for the Securities and any other Debt of the Company with similar release provisions, (A) no Debt of the Company would be outstanding and (B) there would be no availability to the Company under any bank credit facilities, operating credit facilities or swap agreements, in the case of each of (A) and (B) that is or are secured by a Lien of the Pledge Agreement or any Collateral Document or any other Lien on the Deed of Trust Collateral, (ii) the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings and (iii) no Default or Event of Default has occurred and is continuing under this Indenture, then, without the consent of the Holders, the Company may permanently terminate the Lien of the Pledge Agreement or any Collateral Document and any other Lien on the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of this Indenture shall terminate and have no further force or effect. (b) The Company shall notify the Rating Agencies and the Trustee of its intention to exercise its option to release the collateral at least 45 days prior to the proposed date of such release (the "“Release Date"”). In order to effect the release of the security, on the proposed Release Date the Company shall deliver to the Trustee an Officers' ’ Certificate stating that (A) each of the conditions specified above has been satisfied and (B) the Company has not been notified by the Rating Agencies that the ratings assigned to the Securities will be downgraded as a result of the release of the security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' ’ Certificate shall be dated on, or not more than one day prior to, the Release Date. (c) As soon as practicable after the occurrence of the Release Date, the Trustee will, upon Company Order and at the Company's ’s expense, (i) return to the Company all Collateral in the Trustee's ’s possession as shall not have been sold or otherwise applied pursuant to the terms of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral and (ii) promptly execute and deliver further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Company may reasonably request, in order to evidence the termination of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral.

Release of Security. (a) In Without derogating from any other provision of this Indenture or the event that Security Documents which may provide for the release of any security on Collateral: (i) the First-Priority Liens on a pro forma basis giving effect the Collateral will be released in whole with respect to the release obligations of the security for Issuer under the Securities Notes and this Indenture and the Noteholder Collateral Platform Guarantees, as they relate to the Notes and this Indenture, as applicable, upon the occurrence of any other Debt of the Company with similar release provisions, following: (A) no Debt payment in full in cash of the Company would be outstanding principal of, accrued and unpaid interest and premium (if any) on, the Notes; (B) there would be no availability satisfaction and discharge of this Indenture; or (C) defeasance pursuant to either Section 8.02 or 8.03 hereof; provided that in each case, all amounts owing to the Company Trustee under any bank credit facilities, operating credit facilities this Indenture and the Notes and to the Collateral Trustee under the Security Documents have been paid or swap agreements, in otherwise provided for to the case of each of (A) and (B) that is or are secured by a Lien reasonable satisfaction of the Pledge Agreement or any Trustee and the Collateral Document or any other Lien on the Deed of Trust CollateralTrustee, (ii) the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings and (iii) no Default or Event of Default has occurred and is continuing under this Indenture, then, without the consent of the Holders, the Company may permanently terminate the Lien of the Pledge Agreement or any Collateral Document and any other Lien on the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of this Indenture shall terminate and have no further force or effect.as applicable; and (b) The Company shall notify the Rating Agencies and the Trustee of its intention to exercise its option to release the collateral at least 45 days prior to the proposed date of such release (the "Release Date"). In order to effect the release First-Priority Liens of the security, Collateral Trustee on the proposed Release Date the Company shall deliver Collateral will automatically be released with respect to the Trustee an Officers' Certificate stating that (A) each of the conditions specified above has been satisfied and (B) the Company has not been notified by the Rating Agencies that the ratings assigned to the Securities will be downgraded as a result of the release of the security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' Certificate shall be dated on, or not more than one day prior to, the Release Date. (c) As soon as practicable after any Property constituting Collateral upon the occurrence of any of the Release Date, the Trustee will, upon Company Order and at the Company's expense, following: (i) return any disposition of such Collateral to any Person other than the Company all Collateral Issuer or any Guarantors in the Trustee's possession as shall not have been sold or otherwise applied pursuant to any transaction permitted hereunder and under the terms of the other First-Lien of Indebtedness (but excluding any transaction subject to Section 5.01 if such other Person is required to become the Pledge Agreement and any Collateral Document and any other Lien obligor on the Deed of Trust Collateral and Notes or a Guarantor); (ii) promptly execute and deliver further instruments and documents, and take upon a written release of Collateral by the Lenders Collateral Trustee under the Lenders Collateral Platform or upon the return for cancellation of all further actions, that may be necessary Lenders Collateral Bonds issued under the Lenders Collateral Platform whether before or desirable, or that following the Company may reasonably request, payment in order to evidence the termination full of the Lien Indebtedness under the Credit Facilities; or (iii) upon the sale or disposition of such Collateral pursuant to the Pledge Agreement exercise of any rights and remedies by the Collateral Trustee with respect to any Collateral Document and any other Lien on Collateral, subject to the Deed of Trust CollateralSecurity Documents.

Release of Security. The Agent will, upon request of the Company, (aA) In the event that either (i) release to the Company, documents of title with respect to property included in the Collateral then held by the Agent, or (ii) instruct the issuer thereof (by specific authorization or by continuing authorizations which shall be effective until revoked by the Agent) to make delivery of a portion or all of the property covered thereby to the Company, and (B) with respect to Assigned Material or Confirmed Material held in Approved Depositories, instruct such Depositories to release such Assigned Material or Confirmed Material (by specific instructions or by continuing instructions which shall be effective until revoked by the Agent): provided that the Company in each such request shall represent and warrant in writing at the time of each such request that such release or instruction is in connection with the sale of inventory in the ordinary course of business or a transfer to another Approved Depository, and, after giving effect to each such release or instruction, (X) the Outstanding Credits on such date do not exceed the lesser of (i) the Collateral Value on such date or (ii) the Collateral Value as evidenced by the most recent Collateral Report, (Y) the Company is not in default in any of its obligations to the Agent or any Lender under this Agreement, any Facility Document, or otherwise, and (Z) no Demand has been made by any Lender. Upon the written request of any Lender to the Agent that such Lender receive prior notice of any release of Collateral from a pro forma basis specified location, the Agent shall provide such notice. With respect to each Ownership Based Financing, each of the Agent and the Lenders will release and hereby releases (except as otherwise set forth below) all Ownership Based Financing Property from any liens held by them (other than such liens held by the Lender or Affiliate thereof arising from such Ownership Based Financing), provided however, that (A) any such release shall be conditioned upon it not resulting in the Outstanding Credits exceeding the lesser of (i) the Collateral Value on such date after giving effect to the release deduction of the security for Ownership Based Financing Property, and (ii) the Securities and any other Debt Collateral Value as evidenced on the most recent Collateral Report after giving effect to the deduction of the Company with similar release provisions, (A) no Debt of the Company would be outstanding Ownership Based Financing Property; and (B) there would be no availability to the Company under any bank credit facilities, operating credit facilities or swap agreements, extent such release nevertheless results in the case of each of Outstanding Credits exceeding the Collateral Value as determined pursuant to clause (A) hereof, the proceeds of any such Ownership Based Financing shall be applied by the Company promptly upon receipt to reduce such Outstanding Credits in an amount equal to or greater than such excess; and (B) that is or are secured provided further that, upon the repurchase by a Lien the Company of such Ownership Based Financing Property, any liens of the Pledge Agent and the Lenders under the Security Agreement or any Collateral Document or any other Lien on so released shall automatically reattach. The Agent shall, and the Deed of Trust CollateralLenders authorize the Agent to, deliver to each Ownership Based Financing Counterparty such documentation evidencing the foregoing release (ii) the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings and (iii) no Default or Event of Default has occurred and is continuing under this Indentureextent permitted hereby), thenincluding without limitation, without the consent of the HoldersUCC releases, the Company may permanently terminate the Lien of the Pledge Agreement or any Collateral Document and any other Lien on the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of this Indenture as such Ownership Based Financing Counterparty shall terminate and have no further force or effect. (b) The Company shall notify the Rating Agencies and the Trustee of its intention to exercise its option to release the collateral at least 45 days prior to the proposed date of such release (the "Release Date"). In order to effect the release of the security, on the proposed Release Date the Company shall deliver to the Trustee an Officers' Certificate stating that (A) each of the conditions specified above has been satisfied and (B) the Company has not been notified by the Rating Agencies that the ratings assigned to the Securities will be downgraded as a result of the release of the security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' Certificate shall be dated on, or not more than one day prior to, the Release Date. (c) As soon as practicable after the occurrence of the Release Date, the Trustee will, upon Company Order and at the Company's expense, (i) return to the Company all Collateral in the Trustee's possession as shall not have been sold or otherwise applied pursuant to the terms of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral and (ii) promptly execute and deliver further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Company may reasonably request, in order to evidence the termination of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral.

Release of Security. (a) In the event that (i) on a pro forma basis giving effect to the release of the security for the Securities and any other Debt of the Company with similar release provisions, (A) no Debt of the Company would be outstanding and (B) there would be no availability to the Company under any bank credit facilities, operating credit facilities or swap agreements, in the case of each of (A) and (B) that is or are secured by a Lien of the Pledge Agreement or any Collateral Document or any other Lien on the Deed of Trust Collateral, (ii) the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings and (iii) no Default or Event of Default has occurred and is continuing under this Indenture, then, without the consent of the Holders, the Company may permanently terminate the Lien of the Pledge Agreement or any Collateral Document and any other Lien on the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of this Indenture shall terminate and have no further force or effect. (b) The Company shall notify the Rating Agencies and the Trustee of its intention to exercise its option to release the collateral at least 45 days prior to the proposed date of such release (the "“Release Date"”). In order to effect the release of the security, on the proposed Release Date the Company shall deliver to the Trustee an Officers' ’ Certificate stating that (A) each of the conditions specified above has been satisfied and (B) the Company has not been notified by the Rating Agencies that the ratings assigned to the Securities will be downgraded as a result of the release of the security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' ’ Certificate shall be dated on, or not more than one day prior to, the Release Date. (c) As soon as practicable after the occurrence of the Release Date, the Trustee will, upon Company Order and at the Company's ’s expense, (i) return to the Company all Collateral in the Trustee's ’s possession as shall not have been sold or otherwise applied pursuant to the terms of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral and (ii) promptly execute and deliver further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Company may reasonably request, in order to evidence the termination of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral.

Release of Security. (a) In the event that (i) on a pro forma basis giving effect to the release of the security for the Securities and any other Debt of the Company with similar release provisions, (A) no Debt of the Company would be outstanding and (B) there would be no availability to the Company under any bank credit facilities, operating credit facilities or swap agreements, in the case of each of (A) and (B) that is or are secured by a Lien of the Pledge Agreement or any Collateral Document or any other Lien on the Deed of Trust Collateral, (ii) the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings and (iii) no Default or Event of Default has occurred and is continuing under this Indenture, then, without the consent of the Holders, the Company may permanently terminate the Lien of the Pledge Agreement or any Collateral Document and any other Lien on the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of this Indenture shall terminate and have no further force or effect. (b) The Company shall notify the Rating Agencies and the Trustee in writing of its intention to exercise its option to release the collateral at least 45 days prior to the proposed date of such release (the "Release Date"). In order to effect the release of the security, on the proposed Release Date the Company shall deliver to the Trustee an Officers' Certificate stating that (A) each of the conditions specified above has been satisfied and (B) the Company has not been notified by the Rating Agencies that the ratings assigned to the Securities will be 105 downgraded as a result of the release of the security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' Certificate shall be dated on, or not more than one day prior to, the Release Date. (c) As soon as practicable after the occurrence of the Release Date, the Trustee will, upon Company Order and at the Company's expense, (i) return to the Company all Collateral in the Trustee's possession as shall not have been sold or otherwise applied pursuant to the terms of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral and (ii) promptly execute and deliver further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Company may reasonably request, in order to evidence the termination of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral. As soon as practicable after the Release Date, but in no event later than five days after such Release Date, the Company shall cause a notice of the occurrence of such Release Date to be sent to (i) the Dow Jones News Service or similar business news service in the Unitxx Xxates and (ii) the Canada NewsWire Ltd. service or similar business news wire service in Canada.

Release of Security. The Borrower hereby agrees with the Security Trustee and the Lenders that they shall be entitled to retain the Security Documents relating to a Rig and/or the Facility which financed the Advance Bareboat Hire relating to that Rig (save for the Accounts Pledge in so far as it relates to (i) the Project Account, Proceeds Account and Earnings Account in each case relating to the relevant Facility, which will be released immediately upon the Security Trustee being satisfied that the payment, repayment, performance, satisfaction and discharge in full referred to below has occurred, and (ii) the Debt Service Reserve Account, which shall be released immediately upon termination of the Security Period) for thirty (30) days after the payment, repayment, performance, satisfaction and discharge in full of all of the Secured Obligations relating to the Facility which financed the Advance Bareboat Hire relating to that Rig and on the last day of such thirty (30) day period the Security Trustee shall (to the extent the relevant Security Document relates to that Facility, the Rig the Advance Bareboat Hire relating to which was financed by that Facility and/or the Rig Owner of that Rig), at the request and cost of the applicable Security Party, execute such documentation as may be required to (a) In release the event applicable Security Party from its obligations under the applicable Security Document, and (b) release or, where applicable, re-assign to that (i) on a pro forma basis giving effect to the release of Security Party the security for the Securities and any other Debt of the Company with similar release provisions, (A) no Debt of the Company would be outstanding and (B) there would be no availability created pursuant to the Company under any bank credit facilities, operating credit facilities or swap agreementsthat Security Document and, in the case of each the Power of (A) Attorney, return the same to the Borrower in accordance with this clause 16.22 only after satisfaction and (B) discharge in full of all the Secured Obligations, Provided however that is or are secured by a Lien if in the reasonable opinion of the Pledge Security Trustee or any other Beneficiary there are at that time any contingent claims by any of the Beneficiaries against the Borrower or any other Security Party under or in connection with this Agreement or any Collateral Facility Document or any other Lien on the Deed of Trust Collateral, (ii) the ratings assigned to the Securities by likely contingent claims can be identified at least two of the three Rating Agencies are Investment Grade Ratings and (iii) no Default or Event of Default has occurred and is continuing under this Indenture, then, without the consent of the Holdersthat time, the Company may permanently terminate the Lien of the Pledge Agreement or Security Trustee reserves its right to retain any Collateral Security Document and any other Lien on the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of this Indenture shall terminate and have no further force or effect. (b) The Company shall notify the Rating Agencies and the Trustee of its intention to exercise its option to release the collateral at least 45 days prior to the proposed date of delay such release (notwithstanding the "Release Date"). In order to effect expiry of such thirty (30) day period) until the release earlier of the security, on the proposed Release Date the Company shall deliver to the Trustee an Officers' Certificate stating that (A) each of the conditions specified above has been satisfied and (B) the Company has not been notified by the Rating Agencies that the ratings assigned to the Securities will be downgraded as a result of the release of the security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' Certificate shall be dated on, or not more than one day prior to, the Release Date. (c) As soon as practicable after the occurrence of the Release Date, the Trustee will, upon Company Order and at the Company's expense, (i) return to the Company date on which all Collateral such contingent claims are irrevocably and unconditionally settled in the Trustee's possession as shall not have been sold full, or otherwise applied pursuant to the terms fully and finally disposed of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral or withdrawn or discontinued and (ii) promptly execute and deliver further instruments and documents, and take all further actions, that such time as the Security Trustee may be necessary or desirable, or that the Company may reasonably request, in order to evidence the termination of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateraldeem appropriate.

Release of Security. (a) In If a disposal of any asset subject to security created by a Security Document is made to a third party in the event that following circumstances: (i) on a pro forma basis giving effect the Majority Lenders agree to the release of the security for the Securities and any other Debt of the Company with similar release provisions, (A) no Debt of the Company would be outstanding and (B) there would be no availability to the Company under any bank credit facilities, operating credit facilities or swap agreements, in the case of each of (A) and (B) that is or are secured by a Lien of the Pledge Agreement or any Collateral Document or any other Lien on the Deed of Trust Collateral, disposal; (ii) the ratings assigned to disposal is allowed by the Securities by at least two terms of the three Rating Agencies are Investment Grade Ratings Finance Documents and will not result or could not reasonably be expected to result in any breach of any term of any Finance Document; (iii) the disposal is being made at the request of the Facility Agent in circumstances where any security created by the Security Documents has become enforceable; or (iv) the disposal is being effected by enforcement of a Security Document, and, in any such case, the Facility Agent is satisfied that the Leverage Ratio will not be greater than 75% following any such disposal, the asset being disposed of will be released from any security over it created by a Security Document. However, the proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if any). (b) If, on any date of determination of the Leverage Ratio (which occurs after the Borrowers have provided the Facility Agent with additional security pursuant to Clause 16.15(b) (Partial prepayments or additional security), the Leverage Ratio is equal to or less than 75%, the Borrowers may, within ten (10) Business Days of such valuation, request that the Facility Agent releases any additional security (which does not constitute a Vessel which has been taken into account in the calculation of the Leverage Ratio) and provided that: (i) the Facility Agent is satisfied that following the release of such additional security the Leverage Ratio (disregarding the additional security to be released) would be equal to or less than 75%; and (ii) no Default or Event of Default has occurred and is continuing under this Indenturecontinuing, then, without the consent of the Holders, the Company may permanently terminate the Lien of the Pledge Agreement or any Collateral Document and any other Lien on the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of this Indenture shall terminate and have no further force or effect. (b) The Company shall notify the Rating Agencies and the Trustee of its intention to exercise its option to release the collateral at least 45 days prior to the proposed date of such release (the "Release Date"). In order to effect the release of the security, on the proposed Release Date the Company shall deliver to the Trustee an Officers' Certificate stating that (A) each of the conditions specified above has been satisfied and (B) the Company has not been notified by the Rating Agencies that the ratings assigned to the Securities will be downgraded as a result of the release of the additional security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' Certificate shall be dated on, or not more than one day prior to, the Release Datereleased. (c) As soon as practicable after Following the occurrence Final Maturity Date and provided that all the Loans have been irrevocably and unconditionally repaid in full to the satisfaction of the Release DateFinance Parties, the Trustee willSecurity Interests under the Security Documents will be released. (d) If the Facility Agent is satisfied that a release is allowed under this Subclause 21.7, upon Company Order and the Facility Agent must execute (at the Company's expense, (i) return to the Company all Collateral in the Trustee's possession as shall not have been sold or otherwise applied pursuant to the terms request and expense of the Lien of Borrowers) any document which is reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Pledge Agreement and Facility Agent to execute any Collateral Document and any other Lien on the Deed of Trust Collateral and (ii) promptly execute and deliver further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Company may reasonably request, in order to evidence the termination of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateralsuch document.

Release of Security. (a) In the event that (i) on a pro forma basis giving effect to the release of the security for the Securities and any other Debt of the Company with similar release provisions, (A) no Debt of the Company would be outstanding and (B) there would be no availability to the Company under any bank credit facilities, operating credit facilities or swap agreements, in the case of each of (A) and (B) that is or are secured by a Lien of the Pledge Agreement or any Collateral Document or any other Lien on the Deed of Trust Collateral, (ii) the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings and (iii) no Default or Event of Default has occurred and is continuing under this Indenture, then, without the consent of the Holders, the Company may permanently terminate the Lien of the Pledge Agreement or any Collateral Document and any other Lien on the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of this Indenture shall terminate and have no further force or effect. (b) The Company shall notify the Rating Agencies and the Trustee in writing of its intention to exercise its option to release the collateral at least 45 days prior to the proposed date of such release (the "“Release Date"”). In order to effect the release of the security, on the proposed Release Date the Company shall deliver to the Trustee an Officers' ’ Certificate stating that (A) each of the conditions specified above has been satisfied and (B) the Company has not been notified by the Rating Agencies that the ratings assigned to the Securities will be downgraded as a result of the release of the security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' ’ Certificate shall be dated on, or not more than one day prior to, the Release Date. (c) As soon as practicable after the occurrence of the Release Date, the Trustee will, upon Company Order and at the Company's ’s expense, (i) return to the Company all Collateral in the Trustee's ’s possession as shall not have been sold or otherwise applied pursuant to the terms of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral and (ii) promptly execute and deliver further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Company may reasonably request, in order to evidence the termination of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral. As soon as practicable after the Release Date, but in no event later than five days after such Release Date, the Company shall cause a notice of the occurrence of such Release Date to be sent to (i) the Dow Xxxxx News Service or similar business news service in the United States and (ii) the Canada News Wire Ltd. service or similar business news wire service in Canada.

Release of Security. (a) In Without derogating from any other provision of this Indenture or the event that Security Documents which may provide for the release of any security on Collateral: (i) the First-Priority Liens on a pro forma basis giving effect the Collateral will be released in whole with respect to the release obligations of the security for Issuer under the Securities Notes and this Indenture and the Noteholder Collateral Platform Guarantees, as they relate to the Notes and this Indenture, as applicable, upon the occurrence of any other Debt of the Company with similar release provisions, following: (A) no Debt payment in full in cash of the Company would be outstanding principal of, accrued and unpaid interest and premium (if any) on, the Notes; (B) there would be no availability satisfaction and discharge of this Indenture; or (C) defeasance pursuant to either Section 8.02 or 8.03 hereof; provided that in each case, all amounts owing to the Company Trustee under any bank credit facilities, operating credit facilities this Indenture and the Notes and to the Collateral Trustee under the Security Documents have been paid or swap agreements, in otherwise provided for to the case of each of (A) and (B) that is or are secured by a Lien reasonable satisfaction of the Pledge Agreement or any Trustee and the Collateral Document or any other Lien on the Deed of Trust CollateralTrustee, (ii) the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings and (iii) no Default or Event of Default has occurred and is continuing under this Indenture, then, without the consent of the Holders, the Company may permanently terminate the Lien of the Pledge Agreement or any Collateral Document and any other Lien on the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of this Indenture shall terminate and have no further force or effect.as applicable; and (b) The Company shall notify the Rating Agencies and the Trustee of its intention to exercise its option to release the collateral at least 45 days prior to the proposed date of such release (the "Release Date"). In order to effect the release First-Priority Liens of the security, Collateral Trustee on the proposed Release Date the Company shall deliver Collateral will automatically be released with respect to the Trustee an Officers' Certificate stating that (A) each of the conditions specified above has been satisfied and (B) the Company has not been notified by the Rating Agencies that the ratings assigned to the Securities will be downgraded as a result of the release of the security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' Certificate shall be dated on, or not more than one day prior to, the Release Date. (c) As soon as practicable after any Property constituting Collateral upon the occurrence of any of the Release Date, the Trustee will, upon Company Order and at the Company's expense, following: (i) return any disposition of such Collateral to any Person other than the Company all Collateral Issuer or any Guarantors in the Trustee's possession as shall not have been sold or otherwise applied pursuant to any transaction permitted hereunder and under the terms of the other First-Lien of Indebtedness (but excluding any transaction subject to Section 5.01 if such other Person is required to become the Pledge Agreement and any Collateral Document and any other Lien obligor on the Deed of Trust Collateral and Notes or a Guarantor); (ii) promptly execute and deliver further instruments and documents, and take upon a written release of Collateral by the Lenders Collateral Trustee under the Lenders Collateral Platform or upon the return for cancellation of all further actions, that may be necessary or desirable, or that Lenders Collateral Bonds issued under the Company may reasonably request, Lenders Collateral Platform whether before of following the payment in order to evidence the termination full of the Lien Indebtedness under the Credit Facilities; or (iii) the disposition of such Collateral pursuant to the Pledge Agreement exercise of any rights and remedies by the Collateral Trustee with respect to any Collateral Document and any other Lien on Collateral, subject to the Deed of Trust CollateralSecurity Documents.

Release of Security. ‌ (a) In the event that If (i) on a pro forma basis giving effect the Borrower gives notice to the Lender of its intention to sell any number of Opco Shares, (ii) such sale is made in compliance with this Agreement (including any mandatory repayment required hereunder) and (iii) all Opco Shares that are not subject to the Opco Pledge have either been previously sold or would be sold as part of such sale, the Opco Shares to be sold as part of such sale will be released from the Opco Pledge concurrently with such sale. For greater certainty, the conditions in Section 5.4(b) shall not apply to the release of the security for Opco Shares contemplated in this Section 5.4(a).‌ (b) If the Securities and any other Debt Borrower (i) sells a portion of the Company with similar Opco Shares and makes the required mandatory repayment of the Loan from the proceeds of such sale as set out in Section 4.3(b)(i), or (ii) at any time makes a voluntary repayment of the Loan as set out in Section 4.4, the Borrower shall be entitled to obtain a release provisionsof a portion of the Opco Pledge such that, after such release, the value of the remaining Opco Shares subject to the Opco Pledge (taking into account any Opco Shares released from the Opco Pledge pursuant to Section 5.4(a)), (determined based on the lower of: (A) no Debt an initial agreed upon value of $30 per Opco Share held on the Execution Date (as adjusted for any subdivision, consolidation or reclassification of the Company would be outstanding and Opco Shares held by the Borrower on the Excution Date after the Execution Date, excluding any stock dividend); (B) there the value per Opco Share implied by the selling price of any Equity Securities of Opco from a sale to an Arm’s Length third party during the previous nine (9) months; and (C) the value per Opco Share derived from the most recent average published valuation from the Brokers of the Borrower’s investment in Opco, adding back, to the extent deducted therefrom, the outstanding balance of the Loan) would be equal to at least 1.84x of the then outstanding balance of the Loan, provided that no availability Default or Event of Default has occurred and is continuing. For greater certainty, the Lender and the Borrower acknowledge that more or less than seventy percent (70%) of the Opco Shares at any time may be subject to the Company under any bank credit facilities, operating credit facilities Opco Pledge and the Borrower will not be required to pledge all or swap agreements, in the case of each of (A) and (B) that is or are secured by a Lien part of the Pledge Agreement or any Collateral Document or any other Lien on thirty percent (30%) of the Deed of Trust Collateral, (ii) the ratings assigned Opco Shares that are initially not subject to the Securities by at least two of Opco Pledge.‌ (c) The Lender shall, upon the three Rating Agencies are Investment Grade Ratings Borrower’s request and (iii) provided that no Default or Event of Default has occurred and is continuing under this Indentureor will result from such Disposition, then, without the consent promptly execute a release of the HoldersOpco Pledge on the Opco Shares that the Borrower proposes to Dispose of, or confirm to the Company purchaser or a transferee thereof that such Disposition may permanently terminate the Lien occur free of the Liens created under the Opco Pledge Agreement or any Collateral Document and any other Lien on Agreement, to the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of extent such Disposition is made in compliance with this Indenture shall terminate and have no further force or effectAgreement. (bd) The Company shall notify the Rating Agencies and the Trustee of its intention to exercise its option to release the collateral at least 45 days prior to the proposed date of such release (the "Release Date"). In order to effect the release Attached hereto as Exhibit J are examples of the security, on the proposed Release Date the Company shall deliver to the Trustee an Officers' Certificate stating that (Aapplication of Section 5.4(b) each of the conditions specified above has been satisfied and (B) the Company has not been notified by the Rating Agencies that the ratings assigned to the Securities will be downgraded as a result of the release of the security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' Certificate shall be dated on, or not more than one day prior to, the Release Datefor illustrative purposes only. (c) As soon as practicable after the occurrence of the Release Date, the Trustee will, upon Company Order and at the Company's expense, (i) return to the Company all Collateral in the Trustee's possession as shall not have been sold or otherwise applied pursuant to the terms of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral and (ii) promptly execute and deliver further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Company may reasonably request, in order to evidence the termination of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral.

Release of Security. (a) In the event that (i) on a pro forma basis giving effect to the release of the security for the Securities and any other Debt of the Company with similar release provisions, (A) no Debt of the Company would be outstanding and (B) there would be no availability to the Company under any bank credit facilities, operating credit facilities or swap agreements, in the case of each of (A) and (B) that is or are secured by a Lien of the Pledge Agreement or any Collateral Document or any other Lien on the Deed of Trust Collateral, (ii) the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings and (iii) no Default or Event of Default has occurred and is continuing under this Indenture, then, without the consent of the Holders, the Company may permanently terminate the Lien of the Pledge Agreement or any Collateral Document and any other Lien on the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of this Indenture shall terminate and have no further force or effect. (b) The Company shall notify the Rating Agencies and the Trustee in writing of its intention to exercise its option to release the collateral at least 45 days prior to the proposed date of such release (the "“Release Date"”). In order to effect the release of the security, on the proposed Release Date the Company shall deliver to the Trustee an Officers' ’ Certificate stating that (A) each of the conditions specified above has been satisfied and (B) the Company has not been notified by the Rating Agencies that the ratings assigned to the Securities will be downgraded as a result of the release of the security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' ’ Certificate shall be dated on, or not more than one day prior to, the Release Date. (c) As soon as practicable after the occurrence of the Release Date, the Trustee will, upon Company Order and at the Company's ’s expense, (i) return to the Company all Collateral in the Trustee's ’s possession as shall not have been sold or otherwise applied pursuant to the terms of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral and (ii) promptly execute and deliver further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Company may reasonably request, in order to evidence the termination of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral. As soon as practicable after the Release Date, but in no event later than five days after such Release Date, the Company shall cause a notice of the occurrence of such Release Date to be sent to (i) the Dow Jxxxx News Service or similar business news service in the United States and (ii) the Canada NewsWire Ltd. service or similar business news wire service in Canada.

Release of Security. (a) In the event that (i) on a pro forma basis giving effect to the release of the security for the Securities and any other Debt of the Company with similar release provisions, (A) no Debt of the Company would be outstanding and (B) there would be no availability to the Company under any bank credit facilities, operating credit facilities or swap agreements, in the case of each of (A) and (B) that is or are secured by a Lien of the Pledge Agreement or any Collateral Document or any other Lien on the Deed of Trust Collateral, (ii) the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings and Ratings, (iii) no Default or Event of Default has occurred and is continuing under this Indenture, and (iv) RCCI or, if a Successor Entity exists, such Successor Entity shall either, at the Company’s option, (A) assume as co-obligor, by supplemental indenture, all of the obligations of the Company under the Securities and this Indenture or (B) guarantee the obligations of the Company under the Securities and this Indenture on a senior unsecured basis, then, without the consent of the Holders, the Company may permanently terminate the Lien of the Pledge Agreement or any Collateral Document and any other Lien on the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of this Indenture shall terminate and have no further force or effect. (b) The Company shall notify the Rating Agencies and the Trustee in writing of its intention to exercise its option to release the collateral at least 45 days prior to the proposed date of such release (the "“Release Date"”). In order to effect the release of the security, on the proposed Release Date the Company shall deliver to the Trustee an Officers' ’ Certificate stating that (A) each of the conditions specified above has been satisfied and (B) the Company has not been notified by the Rating Agencies that the ratings assigned to the Securities will be downgraded as a result of the release of the security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' ’ Certificate shall be dated on, or not more than one day prior to, the Release Date. (c) As soon as practicable after the occurrence of the Release Date, the Trustee will, upon Company Order and at the Company's ’s expense, (i) return to the Company all Collateral in the Trustee's ’s possession as shall not have been sold or otherwise applied pursuant to the terms of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral and (ii) promptly execute and deliver further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Company may reasonably request, in order to evidence the termination of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral. As soon as practicable after the Release Date, but in no event later than five days after such Release Date, the Company shall cause a notice of the occurrence of such Release Date to be sent to (i) the Dow Xxxxx News Service or similar business news service in the United States and (ii) the Canada NewsWire Ltd. service or similar business news wire service in Canada.

Release of Security. (a) In The Borrower hereby agrees with the event Security Trustee and the Lenders that they shall be entitled to retain the Security Documents relating to a Facility (save for, to the extent relating solely to that Facility, the Accounts Pledge in so far as it relates to (i) on a pro forma basis giving effect the Project Account, Proceeds Account and Earnings Account in each case relating to the release relevant Facility, which will be released immediately upon the Security Trustee being satisfied that the payment, repayment, performance, satisfaction and discharge in full referred to below has occurred, and (ii) the Debt Service Reserve Account, which shall be released immediately upon termination of the security Security Period) for thirty (30) days after the Securities payment, repayment, performance, satisfaction and any other Debt discharge in full of all of the Company with similar release provisionsSecured Obligations relating to that Facility (Facility Discharge) and on the last day of such thirty (30) day period, subject to paragraph (Ab) no Debt below, the Security Trustee shall (to the extent the relevant Security Document relates to that Facility), at the request and cost of the Company would applicable Security Party, execute such documentation as may be outstanding required to (a) release the applicable Security Party from its obligations under the applicable Security Document, and (Bb) there would be no availability release or, where applicable, re-assign to that Security Party the Company under any bank credit facilities, operating credit facilities or swap agreementssecurity created pursuant to that Security Document and, in the case of each the Power of (A) Attorney, return the same to the Borrower in accordance with this clause 16.22 only after satisfaction and (B) discharge in full of all the Secured Obligations, Provided however that is or are secured by a Lien if in the reasonable opinion of the Pledge Security Trustee or any other Beneficiary there are at that time any contingent claims by any of the Beneficiaries against the Borrower or any other Security Party under or in connection with this Agreement or any Collateral Facility Document or any other Lien likely contingent claims can be identified at that time, the Security Trustee reserves its right to retain any Security Document and delay such release (notwithstanding the expiry of such thirty (30) day period) until the earlier of (i) the date on the Deed which all such contingent claims are irrevocably and unconditionally settled in full, or fully and finally disposed of Trust Collateral, or withdrawn or discontinued and (ii) such time as the ratings assigned to the Securities by at least two of the three Rating Agencies are Investment Grade Ratings and (iii) no Default or Event of Default has occurred and is continuing under this Indenture, then, without the consent of the Holders, the Company Security Trustee may permanently terminate the Lien of the Pledge Agreement or any Collateral Document and any other Lien on the Deed of Trust Collateral. On the Release Date, the provisions of Article Twelve of this Indenture shall terminate and have no further force or effectdeem appropriate. (b) The Company Notwithstanding paragraph (a) above, upon the Facility Discharge of one (but not both) of the Facilities; (i) the Mortgage over, in the case of the Facility Discharge of the Rig A Facility, Rig B or, in the case of the Facility Discharge of the Rig B Facility, Rig A shall notify be released and reassigned by the Rating Agencies Security Trustee in accordance with paragraph (a) above (but not the other Mortgage); (ii) in the case of the Facility Discharge of the Rig A Facility, the Rig B Owner or, in the case of the Facility Discharge of the Rig B Facility, the Rig A Owner may novate to the other Rig Owner the Hedging Agreements to which the relevant Rig Owner is a party on terms approved by the Facility Agent and the Trustee of its intention Hedging Provider (such approval not to exercise its option to release the collateral at least 45 days prior to the proposed date of such release be unreasonably withheld); and (the "Release Date"). In order to effect the release of the security, on the proposed Release Date the Company shall deliver to the Trustee an Officers' Certificate stating that iii) if a novation contemplated by paragraph (Aii) each of the conditions specified above has been satisfied and (B) the Company has not been notified affected by the Rating Agencies that Rig A Owner or, as the ratings assigned to the Securities will be downgraded as a result of the release of the security such that the ratings assigned to the Securities by at least two of the three Rating Agencies will be below Investment Grade. Such Officers' Certificate shall be dated on, or not more than one day prior tocase may be, the Release Date. (c) As soon as practicable after the occurrence of the Release DateRig B Owner, the Security Trustee will, upon Company Order and at the Company's expense, (i) return to the Company all Collateral in the Trustee's possession as shall not have been sold or otherwise applied pursuant to the terms of the Lien of the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust Collateral and (ii) promptly execute and deliver further instruments and documents, and take all further actions, that may be necessary or desirable, or that the Company may reasonably requestshall, in order to evidence accordance with paragraph (a) above release and discharge the termination of Share Pledge over the Lien of Rig Owner which has effected such novation (but not the Pledge Agreement and any Collateral Document and any other Lien on the Deed of Trust CollateralShare Pledge).”