Common use of Release of Security Clause in Contracts

Release of Security. (a) If: (i) a Guarantor ceases to be a Material Subsidiary; or (ii) a Guarantor is released from all its obligations under the Finance Documents, in a manner allowed by this Agreement, any security created by that Guarantor over its assets under the Security Documents will be released. (b) If a disposal of any asset subject to security created by a Security Document is made in the following circumstances: (i) the Majority Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any Default; (iii) the disposal is being made at the request of the Security Trustee 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, the asset(s) being disposed of (or, in the case of a disposal of shares in an Obligor which results in it ceasing to be a member of the Group, all of the assets of that Obligor) 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). (c) Any release under this Subclause will not become effective until the date of the relevant disposal or otherwise in accordance with the consent of the Majority Lenders or, in the case of a Security Over Receivables or, if applicable, an Assignment Document, the Tranche C Majority Lenders. (d) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors under the Finance Documents will continue in full force and effect. (e) If the Security Trustee or as the case may be, the Factoring Agent is satisfied that a release is allowed under this Subclause, (at the request and expense of the relevant Obligor) each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Trustee or as the case may be, the Factoring Agent to enter into any such document. Any release will not affect the obligations of any other Obligor under the Finance Documents.

Release of Security. (a) If: (i) a Guarantor ceases to be a Material Subsidiary; or (ii) a Guarantor is released from all its obligations under the Finance Documents, in a manner allowed by this Agreement, any security created by that Guarantor over its assets under the Security Documents will be released. (b) If a disposal of any asset subject to security created by a any Transaction Security Document is made in the following circumstances: (i) the Majority Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any Default; (iii) the disposal is being made at the request of the Security Trustee Agent or Secondary Security Agent in circumstances where any security Security created by the Transaction Security Documents has become enforceable; or (iv) the disposal is being effected by enforcement of a Transaction Security Document, the Security Agent and Secondary Security Agent (as applicable) are each irrevocably authorised to release the asset(s) being disposed of (orincluding, in where the case of a disposal of shares in an Obligor which results in it ceasing to be a member of the Groupare being disposed of, all of the assets of that Obligor) will be released from any security over it created by a Security Documentthe Transaction Security. 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) In relation to a disposal under paragraphs (a)(iii) or (iv) above, where such disposal relates to the shares in an Obligor, the Security Agent and Secondary Security Agent (as applicable) is irrevocably authorised, on behalf of the Lenders and the Hedge Counterparties, to release that Obligor from all or any part of the Debt owed by it. (c) Any release under this Subclause Clause will not become effective until the date of the relevant disposal or otherwise in accordance with the consent of the Majority Lenders or, in the case of a Security Over Receivables or, if applicable, an Assignment Document, the Tranche C Majority Lenders. (d) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors and Security Providers under the Finance Documents will continue in full force and effect. (e) If the Security Trustee Agent or as the case may be, the Factoring Secondary Security Agent is satisfied that a release is allowed under this SubclauseClause, (at the request and expense of the relevant ObligorObligor or Security Provider) each Finance Secured Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each other Finance Secured Party irrevocably authorises the Security Trustee or Agent and the Secondary Security Agent (as the case may be, the Factoring Agent applicable) to enter into any such document. Any release will not affect the obligations of any other Obligor the Obligors and Security Providers under the Finance Documents.

Release of Security. (a) If: (i) a Guarantor ceases to be a Material Subsidiary; or (ii) a Guarantor is released from all its obligations under the Finance Documents, in a manner allowed by this Agreement, any security created by that Guarantor over its assets under the Security Documents will be released. (b) If a disposal of any asset subject to security created by a Security Document Asset is made to a third party in the following circumstances: (i) the Majority Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any Defaultbreach of any term of any Finance Document; (iii) the disposal is being made at the request of the Security Trustee 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, or a prepayment is made pursuant to Clauses 6.3 (Removal of a Vessel), 6.5 (Mandatory prepayment – Sale, Total Loss or non delivery of a Vessel) or 6.7 (Voluntary prepayment) and, in any such case, the asset(sFacility Agent is satisfied that the relevant Loan will be prepaid in full in accordance with Clause 6.3 (Removal of a Vessel) or 6.5(a)(i) (Mandatory prepayment – Sale, Total Loss or non delivery of a Vessel) as applicable at the time of the disposal or prepayment, the asset being disposed of (or, in or to which the case of a disposal of shares in an Obligor which results in it ceasing to be a member of the Group, all of the assets of that Obligor) prepayment relates will be released from any security over it created by a Security Document. However, the proceeds of any disposal or prepayment (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if any). (cb) Any release Following the relevant Term Loan Final Maturity Date, if the Loans and any other sums due and payable under this Subclause will not become effective until any Finance Document have been irrevocably and unconditionally repaid in full to the date satisfaction of the Finance Parties, then the relevant disposal or otherwise in accordance with the consent of the Majority Lenders or, in the case of a Mortgage and any other Security Over Receivables or, if applicable, an Assignment Document, the Tranche C Majority LendersInterest shall be released. (d) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors under the Finance Documents will continue in full force and effect. (ec) If the Security Trustee or as the case may be, the Factoring Facility Agent is satisfied that a release is allowed under this Subclause, the Facility Agent must execute (at the request and expense of the relevant ObligorBorrower) each Finance Party must enter into any document and do all such other things which are is reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Trustee or as the case may be, the Factoring Facility Agent to enter into execute any such document. Any release will not affect the obligations of any other Obligor under the Finance Documents.

Release of Security. (a) If: (i) a Guarantor ceases to be a Material Subsidiary; or (ii) a Guarantor is released from all its obligations under the Finance Documents, in a manner allowed by this Agreement, any security created by that Guarantor over its assets under the Security Documents will be released. (b) If a disposal of any asset subject to security created by a any Transaction Security Document is made in the following circumstances: (i) the Majority Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any Default; (iii) the disposal is being made at the request of the Security Trustee Agent or Secondary Security Agent in circumstances where any security Security created by the Transaction Security Documents has become enforceable; or (iv) the disposal is being effected by enforcement of a Transaction Security Document, the Security Agent and Secondary Security Agent (as applicable) are each irrevocably authorised to release the asset(s) being disposed of (orincluding, in where the case of a disposal of shares in an Obligor which results in it ceasing to be a member of the Groupare being disposed of, all of the assets of that Obligor) will be released from any security over it created by a Security Documentthe Transaction Security. 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) In relation to a disposal under paragraphs (a)(iii) or (iv) above, where such disposal relates to the shares in an Obligor, the Security Agent and Secondary Security Agent (as applicable) is irrevocably authorised, on behalf of the Lenders and the Hedge Counterparties, to release that Obligor from all or any part of the Debt owed by it. (c) Any release under this Subclause Clause 33.25 will not become effective until the date of the relevant disposal or otherwise in accordance with the consent of the Majority Lenders or, in the case of a Security Over Receivables or, if applicable, an Assignment Document, the Tranche C Majority Lenders. (d) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors and Security Providers under the Finance Documents will continue in full force and effect. (e) If the Security Trustee Agent or as the case may be, the Factoring Secondary Security Agent is satisfied that a release is allowed under this SubclauseClause 33.25, (at the request and expense of the relevant ObligorObligor or Security Provider) each Finance Secured Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each other Finance Secured Party irrevocably authorises the Security Trustee or Agent and the Secondary Security Agent (as the case may be, the Factoring Agent applicable) to enter into any such document. Any release will not affect the obligations of any other Obligor the Obligors and Security Providers under the Finance Documents.

Release of Security. (a) If: (i) a Guarantor ceases to be a Material Subsidiary; or (ii) a Guarantor is released from all its obligations under the Finance Documents, in a manner allowed by this Agreement, any security created by that Guarantor over its assets under the Security Documents will be released. (b) If a disposal of any asset subject to security created by a Security Document Asset is made to a third party in the following circumstances: (i) the Majority Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any Defaultbreach of any term of any Finance Document; (iii) the disposal is being made at the request of the Security Trustee 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, or a prepayment is made pursuant to Clauses 6.3 (Removal of a Vessel), 6.5 (Mandatory prepayment – Sale, Total Loss or non delivery of a Vessel), 6.7 (Voluntary prepayment) or Clause 6.13 (Reduction of Maximum Facility Amount) and, in any such case, the asset(sFacility Agent is satisfied that the relevant Loan will be prepaid in full in accordance with Clause 6.3 (Removal of a Vessel) or 6.5(a)(i) (Mandatory prepayment – Sale, Total Loss or non delivery of a Vessel) as applicable at the time of the disposal or prepayment, the asset being disposed of (or, in or to which the case of a disposal of shares in an Obligor which results in it ceasing to be a member of the Group, all of the assets of that Obligor) prepayment relates will be released from any security over it created by a Security Document. However, the proceeds of any disposal or prepayment (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if any). (cb) Any release Following the Final Maturity Date, if the Loans and any other sums due and payable under this Subclause will not become effective until any Finance Document have been irrevocably and unconditionally repaid in full to the date satisfaction of the Finance Parties, then the relevant disposal or otherwise in accordance with the consent of the Majority Lenders or, in the case of a Mortgage and any other Security Over Receivables or, if applicable, an Assignment Document, the Tranche C Majority LendersInterest shall be released. (d) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors under the Finance Documents will continue in full force and effect. (ec) If the Security Trustee or as the case may be, the Factoring Facility Agent is satisfied that a release is allowed under this Subclause, the Facility Agent must execute (at the request and expense of the relevant ObligorSecurity Parties) each Finance Party must enter into any document and do all such other things which are is reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Trustee or as the case may be, the Factoring Facility Agent to enter into execute any such document. Any release will not affect the obligations of any other Obligor under the Finance Documents.

Release of Security. (a) IfIf the Company requests that: (i) a Guarantor ceases to the Security created under the Campofrio Security Document be a Material Subsidiaryreleased under Clause 23.18(c) (Security); or (ii) a Guarantor is released from all its obligations Security created under the Finance DocumentsSecurity Documents be released under Clause 23.18(e) (Security), in each case, in a manner allowed by permitted by, and in accordance with the provisions of, the relevant Clauses and this Agreement, then any security Security created by that Guarantor members of the Group over its their assets under the relevant Security Documents will, on the request of the Company be released provided that such release will not result, or could not reasonably be releasedexpected to result, in a Default. (b) If a disposal of any asset subject to security Security created by a Security Document is made to a person (which is and will remain) outside the Group in the following circumstances: (i) the Majority Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any Default; (iii) the disposal is being made at the request of the Security Trustee Agent in circumstances where any security Security created by the Security Documents has become enforceable; or (iv) the disposal is being effected by enforcement of a Security Document, the asset(s) being disposed of (or, in the case of a disposal of shares in an Obligor which results in it ceasing to be a member of the Group, all of the assets of that Obligor) will be released from any security 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). (c) Any release under this Subclause will not become effective until the date of the relevant disposal or otherwise in accordance with the consent of the Majority Lenders or, in or under the case terms of a Security Over Receivables or, if applicable, an Assignment Document, the Tranche C Majority Lendersthis Clause. (d) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors under the Finance Documents will continue in full force and effect. (e) If the Security Trustee or as the case may be, the Factoring Agent is satisfied that a release is allowed under this Subclause, the Agent must execute (at the request and expense of the relevant Obligor) each Finance Party must enter into any document and do all such other things which are is reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Trustee or as the case may be, the Factoring Agent to enter into execute any such document. Any release will not affect the obligations of any other Obligor under the Finance Documents.

Release of Security. (a) If: (i) a Guarantor ceases to be a Material Subsidiary; or (ii) a Guarantor is released from all its obligations under the Finance Documents, in a manner allowed by this Agreement, any security created by that Guarantor over its assets under the Security Documents will be released. (b) If a disposal of any asset subject to security created by a Transaction Security Document is made (other than pursuant to a Permitted XXX.XXXX Sale, a Permitted Euronav Sale or an issuance under the Exchangeable Bond) to a person (which is and will remain) outside the Group in the following circumstances: (i) the Majority all Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any Default; (iii) the disposal is being made at the request of the Security Trustee Agent in circumstances where any security created by the Transaction Security Documents has become enforceable; or (iviii) the disposal is being effected by enforcement of a Transaction Security Document, the asset(s) being disposed of (or, in the case of a disposal of shares in an Obligor which results in it ceasing to be a member of the Group, all of the assets of that Obligor) will be released from any security over it created by a Security DocumentTransaction Security. 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 a disposal of any asset subject to security created by a Transaction Security Document is made pursuant to a Permitted XXX.Xxxx Sale or a Permitted Euronav Sale, the asset(s) being disposed of will be released from any Transaction Security, for the avoidance of doubt, without any consent from the Lenders being required for such release, provided that the proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with Clause 9.6 (Mandatory Prepayment – Permitted XXX.XXXX Sale and Permitted Euronav Sale). (c) One Business Day prior to issuance of the Exchangeable Bond, the Overcollateralised Target Shares will be released from any Transaction Security, for the avoidance of doubt, without any consent from the Lenders being required for such release, provided that the proceeds of any exchangeable bond issuance under the Exchangeable Bond (or an amount corresponding to them) must be applied in accordance with Clause 9.8 (Mandatory Prepayment – Exchangeable Bond Proceeds) and that the pro forma ratio of the aggregate amount of Total Commitments (taking into account such prepayment) to the remaining number of Pledged Target Shares does not increase following the issuance of the Exchangeable Bond. (d) Any release under this Subclause Clause will not become effective until the date of the relevant disposal or otherwise in accordance with the consent of the Majority Lenders or, in the case of a Security Over Receivables or, if applicable, an Assignment Document, the Tranche C Majority Lenders. (de) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors Borrower under the Finance Documents will continue in full force and effect. (ef) If the Security Trustee or as the case may be, the Factoring Agent is satisfied that a release is allowed under this SubclauseClause, (at the request and expense of the relevant ObligorBorrower) each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Trustee or as the case may be, the Factoring Agent to enter into any such document. Any release will not affect the obligations of any other Obligor under the Finance Documents.

Release of Security. (a) If: (i) a Guarantor ceases to be a Material Subsidiarymember of the Group; or (ii) a Guarantor is released from all its obligations under the Finance Documents, in a manner allowed by this Agreement, any security created by that Guarantor over its assets under the Security Documents will be released. (b) If a disposal of any asset subject to security created by a Security Document is made to a person (which is and will remain) outside the Group in the following circumstances: (i) the Majority Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any Defaultbreach of any term of any Finance Document; (iii) the disposal is being made at the request of the Security Trustee 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, the asset(s) asset being disposed of (or, in the case of a disposal of shares in an Obligor which results in it ceasing to be a member of the Group, all of the assets of that Obligor) will be released from any security over it created by a Security DocumentDocument provided that if the disposal falls within Clause 23.6(b)(iii) the Facility Agent shall be satisfied that security equivalent to that granted over such asset immediately prior to its release from the Security Documents has been, or will, immediately upon completion of the disposal, be granted to it by the transferee of such assets. 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). (c) Any release under this Subclause will not become effective until the date of the relevant disposal or otherwise in accordance with the consent of the Majority Lenders or, in the case of a Security Over Receivables or, if applicable, an Assignment Document, the Tranche C Majority Lenders. (d) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors under the Finance Documents will continue in full force and effect. (e) If the Security Trustee or as the case may be, the Factoring Facility Agent is satisfied that a release is allowed under this Subclause, the Facility Agent must execute (at the request and expense of the relevant Obligor) each Finance Party must enter into any document and do all such other things which are is reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Trustee or as the case may be, the Factoring Facility Agent to enter into execute any such document. Any release will not affect the obligations of any other Obligor under the Finance Documents.

Release of Security. (a) IfThe Security Agent may at its sole discretion and without reference to any other Finance Party take such action as it deems necessary or advisable to release any assets from the Security constituted by the Transaction Security Documents to the extent that their disposal or release is: (i) a Guarantor ceases permitted or required by the terms of this Agreement including pursuant to be a Material Subsidiaryany instructions given to it in accordance with clause 2 (Instructions) of this schedule 10; or (ii) a Guarantor is released from all its obligations under permitted or required by the Finance Documents, in a manner allowed by this Agreement, any security created by that Guarantor over its assets under the Security Documents will be released. (b) If a disposal original form of any asset subject to security created by a Security other Finance Document is made in the following circumstances: (i) the Majority Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any Default;breach of the terms of this Agreement. (b) If: (i) all of the shares in the capital of any member of the Group are to be disposed of, which would result in any Obligor ceasing to be a member of the Group; or (ii) any asset which is the subject of a Transaction Security Document is to be disposed of to a person outside (and which will remain outside) the Group, and in any such case: (iii) the Majority Lenders agree to such disposal; or (iv) the Security Agent has received instructions from the relevant Finance Parties that comply with clause 2 (Instructions) instructing it to release the relevant Security and/or Guarantees over such asset; or (v) the disposal is permitted by the terms of the relevant Finance Document and will not result or could not reasonably be expected to result in any breach of any of the terms of this Agreement; or (vi) the disposal is being made at the request of the Security Trustee Agent in circumstances where any security Security created by the Transaction Security Documents has become enforceable; or (ivvii) the disposal is being effected by enforcement of a Transaction Security Document, the asset(s) being disposed of (orthen, in the case of a disposal contemplated by paragraph (a) above, the Security provided by that Obligor over its assets under the Transaction Security Documents and any related guarantees given by, or in respect of, such Obligor will be released and in the case of shares in an Obligor which results in it ceasing to be a member of the Group, all of the disposal contemplated by paragraph (b) above those assets of that Obligor) will be released from any security over it created by a Security Document. Howeversuch Security, in each case at the proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements expense of the Finance Documents (if any)relevant Obligor. (c) Any release under this Subclause will not become effective until the date of the relevant disposal or otherwise in accordance with the consent of the Majority Lenders or, in the case of a The Security Over Receivables or, if applicable, an Assignment Document, the Tranche C Majority Lenders. (d) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors under the Finance Documents will continue in full force and effect. (e) If the Security Trustee or as the case may be, the Factoring Agent is satisfied that a release is allowed under this Subclause, (at the request and expense of the relevant Obligor) authorised by each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each other Finance Party irrevocably authorises to execute (on behalf of itself and each such Finance Party) all releases of any Security or any guarantee resulting from any disposal contemplated in clauses 28(a) and 28(b) above of this schedule 10, without the need for any further referral to, or authority from, any other Party, including any formal release of any asset which the Security Trustee Agent in its absolute discretion considers necessary or as the case may be, the Factoring Agent to enter into any such document. Any release will not affect the obligations of any other Obligor under the Finance Documentsdesirable in connection with that disposal.

Release of Security. (a) IfIf the Company requests that: (i) a Guarantor ceases to the Security created under the Campofrio Security Document and the Campofrio Borrowing Base Security Document be a Material Subsidiaryreleased under Clause 24.18(c) (Security); or (ii) a Guarantor is released from all its obligations Security created under the Finance DocumentsSecurity Documents and the Borrowing Base Security Documents be released under Clause 24.18(e) (Security), in each case, in a manner allowed by permitted by, and in accordance with the provisions of, the relevant Clauses and this Agreement, then any security Security created by that Guarantor members of the Group over its their assets under the relevant Security Documents or Borrowing Base Security Documents will, on the request of the Company be released provided that such release will not result, or could not reasonably be releasedexpected to result, in a Default. (b) If a disposal of any asset subject to security Security created by under a Security Document or Borrowing Base Security Document is made to a person (which is and will remain) outside the Group in the following circumstances: (i) the Majority Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any Default; (iii) the disposal is being made at the request of the Security Trustee Agent in circumstances where any security Security created by the Security Documents or the Borrowing Base Security Document has become enforceable; or (iv) the disposal is being effected by enforcement of a that Security Document or Borrowing Base Security Document, the asset(s) being disposed of (or, in the case of a disposal of shares in an Obligor which results in it ceasing to be a member of the Group, all of the assets of that Obligor) will be released from any security Security over it created by a that Security Document or Borrowing Base 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). (c) Any release under this Subclause will not become effective until the date of the relevant disposal or otherwise in accordance with the consent of the Majority Lenders or, in or under the case terms of a Security Over Receivables or, if applicable, an Assignment Document, the Tranche C Majority Lendersthis Clause. (d) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors under the Finance Documents will continue in full force and effect. (e) If the Security Trustee or as the case may be, the Factoring Agent is satisfied that a release is allowed under this Subclause, the Agent must execute (at the request and expense of the relevant Obligor) each Finance Party must enter into any document and do all such other things which are is reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Trustee or as the case may be, the Factoring Agent to enter into execute any such document. Any release will not affect the obligations of any other Obligor under the Finance Documents.

Release of Security. (a) If: (i) a Guarantor ceases to be a Material Subsidiary; or (ii) a Guarantor is released from all its obligations under the Finance Documents, in a manner allowed by this Agreement, any security created by that Guarantor over its assets under the Security Documents will be released. (b) If a disposal of any asset subject to security created by a Transaction Security Document is made (other than pursuant to a Permitted XXX.XXXX Sale or a Permitted Euronav Sale) to a person (which is and will remain) outside the Group in the following circumstances: (i) the Majority all Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any Default; (iii) the disposal is being made at the request of the Security Trustee Agent in circumstances where any security created by the Transaction Security Documents has become enforceable; or (iviii) the disposal is being effected by enforcement of a Transaction Security Document, the asset(s) being disposed of (or, in the case of a disposal of shares in an Obligor which results in it ceasing to be a member of the Group, all of the assets of that Obligor) will be released from any security over it created by a Security DocumentTransaction Security. 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 a disposal of any asset subject to security created by a Transaction Security Document is made pursuant to a Permitted XXX.Xxxx Sale or a Permitted Euronav Sale, the asset(s) being disposed of will be released from any Transaction Security, for the avoidance of doubt, without any consent from the Lenders being required for such release, provided that the proceeds of any disposal (or an amount corresponding to them) must be applied in accordance with Clause 8.6 (Mandatory Prepayment – Permitted XXX.XXXX Sale and Permitted Euronav Sale). (c) Any release under this Subclause Clause will not become effective until the date of the relevant disposal or otherwise in accordance with the consent of the Majority Lenders or, in the case of a Security Over Receivables or, if applicable, an Assignment Document, the Tranche C Majority Lenders. (d) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors Borrower under the Finance Documents will continue in full force and effect. (e) If the Security Trustee or as the case may be, the Factoring Agent is satisfied that a release is allowed under this SubclauseClause, (at the request and expense of the relevant ObligorBorrower) each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Trustee or as the case may be, the Factoring Agent to enter into any such document. Any release will not affect the obligations of any other Obligor under the Finance Documents.

Release of Security. (a) If: (i) a Guarantor ceases to be a Material Subsidiary; or (ii) a Guarantor is released from all its obligations under the Finance Documents, in a manner allowed by this Agreement, any security created by that Guarantor over its assets under the Security Documents will be released. (b) If a disposal of any asset subject to security created by a Security Document is made to a person (which is and will remain) outside the Group in the following circumstances: (i) the Majority Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any Defaultbreach of any term of any Finance Document; (iii) the disposal is being made at the request of the Facility Agent or the Security Trustee 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, (a) (i) at the time of the disposal or it is a disposal within Clause 18.7(b), then the asset(s) asset being disposed of (or, in the case of a disposal of shares in an Obligor which results in it ceasing to be a member of the Group, all of the assets of that Obligor) 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). (cb) Any release under this Subclause will not become effective until Following the date Final Maturity Date of any Loan, if that Loan has been irrevocably and unconditionally repaid in full to the satisfaction of the relevant disposal or otherwise Finance Parties, and provided that there is no breach of Clause 17.6 (Collateral maintenance) at such time in accordance with the consent respect of the Majority Lenders orremaining Vessel or Vessels, in the case of a Security Over Receivables or, if applicable, an Assignment Document, the Tranche C Majority Lenders. (d) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors under the Finance Documents will continue in full force and effect. (e) If the Security Trustee or as the case may be, then the Factoring relevant Mortgage over the Vessel related to that Loan shall be released. (c) If the Facility Agent is satisfied that a release is allowed under this Subclause, the Security Trustee must execute (at the request and expense of the relevant Obligor) each Finance Party must enter into any document and do all such other things which are is reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Trustee or as the case may be, the Factoring Agent to enter into execute any such document. Any release will not affect the obligations of any other Obligor under the Finance Documents.

Release of Security. (a) If: (i) a Guarantor ceases to be a Material Subsidiary; or (ii) a Guarantor is released from all its obligations under the Finance Documents, in a manner allowed by this Agreement, any security created by that Guarantor over its assets under the Security Documents will be released. (b) If a disposal of any asset subject to security created by a Security Document is made to a person (which is and will remain) outside the Seaspan Group in the following circumstances: (i) the Majority Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any Defaultbreach of any term of any Finance Document; (iii) the disposal is being made at the request of the Security Trustee 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 asset(sFacility Agent is satisfied that the relevant Loan will be prepaid in full in accordance with Clause 6.5(a)(i) (Mandatory prepayment – Sale or Total Loss of a Vessel) at the time of the disposal, the asset being disposed of (or, in the case of a disposal of shares in an Obligor which results in it ceasing to be a member of the Group, all of the assets of that Obligor) 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). (cb) Any release under this Subclause will not become effective until Following the date Final Maturity Date of any Loan, if that Loan has been irrevocably and unconditionally repaid in full to the satisfaction of the relevant disposal or otherwise Finance Parties, and provided that there is no breach of Clause 16.12 (Partial prepayments and additional security) at such time in accordance with the consent respect of the Majority Lenders orremaining Vessel or Vessels, in the case of a Security Over Receivables or, if applicable, an Assignment Document, the Tranche C Majority Lenders. (d) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors under the Finance Documents will continue in full force and effect. (e) If the Security Trustee or as the case may be, then the Factoring relevant Mortgage over the Vessel related to that Loan shall be released. (c) If the Facility Agent is satisfied that a release is allowed under this Subclause, the Facility Agent must execute (at the request and expense of the relevant ObligorBorrower) each Finance Party must enter into any document and do all such other things which are is reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Trustee or as the case may be, the Factoring Facility Agent to enter into execute any such document. Any release will not affect the obligations of any other Obligor under the Finance Documents.

Release of Security. (a) IfIf a Guarantor: (i) a Guarantor ceases to be a Material Subsidiarymember of the Group; or (ii) a Guarantor is released from all its obligations under the Finance Documents, in a manner allowed by this Agreementpermitted or not prohibited under the Finance Documents, any security Security created by that Guarantor over its assets under the Security Documents will be released. (b) If a disposal of any asset subject to security a Security created by a Security Document is made in the following circumstances: (i) the Majority Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result in, or could not reasonably be expected to result in in, any Default; (ii) all Lenders agree to the disposal; (iii) the disposal is being made at the request of the Security Trustee Agent in circumstances where any security Security created by the Security Documents has become enforceable; or (iv) the disposal is being effected by enforcement of a Security Document, the asset(s) asset being disposed of (orand, in the case of a disposal of shares in an Obligor a Guarantor which results in it ceasing to be a member of the Group, all of the assets of that ObligorGuarantor) will be released from any security 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).. ​ ​ ​ (c) Any release under this Subclause Clause 24.5 (Release of Security) will not become effective until the date of the relevant disposal or otherwise in accordance with the consent of the Majority Lenders or, in the case of a Security Over Receivables or, if applicable, an Assignment Document, the Tranche C Majority Lenders. (d) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors under the Finance Documents will continue in full force and effect. (e) If the Security Trustee or as the case may be, the Factoring Agent is satisfied instructed by the Facility Agent that a release is allowed under this SubclauseClause 24.5 (Release of Security), (at the request and expense of the relevant Obligor) each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Trustee or as the case may be, the Factoring Agent to enter into any such document. Any release will not affect the obligations of any other Obligor under the Finance Documents.

Release of Security. (a) If: (i) a Guarantor ceases to be a Material Subsidiary; or (ii) a Guarantor is released from all its obligations under the Finance Documents, in a manner allowed by this Agreement, any security created by that Guarantor over its assets under the Security Documents will be released. (b) If a disposal of any asset subject to security created by a Security Document is made in the following circumstances: (i) the Majority Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any Default; (iii) the disposal is being made at the request of the Security Trustee 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, the asset(s) being disposed of (or, in the case of a disposal of shares in an Obligor which results in it ceasing to be a member of the Group, all of the assets of that Obligor) 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). (c) Any release under this Subclause will not become effective until the date of the relevant disposal or otherwise in accordance with the consent of the Majority Lenders or, in the case of a Security Over Receivables or, if applicable, an Assignment Document, the Tranche C Majority Lenders. (d) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors under the Finance Documents will continue in full force and effect. (e) If the Security Trustee or as the case may be, the Factoring Agent is satisfied that a release is allowed under this Subclause, (at the request and expense of the relevant Obligor) each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Trustee or as the case may be, the Factoring Agent to enter into any such document. Any release will not affect the obligations of any other Obligor under the Finance Documents.

Release of Security. (a) If: (i) a Guarantor ceases to be a Material Subsidiary; or (ii) a Guarantor is released from all its obligations under the Finance Documents, in a manner allowed by this Agreement, any security created by that Guarantor over its assets under the Security Documents will be released. (b) If a disposal of any asset subject to security Security Interest created by a Security Document is made to a person other than an Obligor (and which remains a non-Obligor) in the following circumstances: (i) the Majority Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any an Event of Default or Potential Event of Default; (iii) the disposal is being made at the request of the Security Trustee 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, the asset(s) being disposed of (orFacility Agent shall, in the case accordance with paragraph (d) below, execute a release of a disposal of shares in an Obligor which results in it ceasing to be a member of the Group, all of the assets of that Obligor) will be released such asset 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). (cb) Any release executed under this Subclause Clause will not become effective until the date of the relevant disposal or otherwise in accordance with the consent of the Majority Lenders or, in the case of a Security Over Receivables or, if applicable, an Assignment Document, the Tranche C Majority Lenders. (dc) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors under the Finance Documents will continue in full force and effect. (ed) If the Security Trustee or as the case may be, the Factoring Facility Agent is satisfied that a release is allowed under this SubclauseClause, the Facility Agent must execute (at the request and expense of the relevant ObligorBorrower) each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Trustee or as the case may be, the Factoring Facility Agent to enter into execute any such document. Any release will not affect the obligations of any other Obligor under the Finance Documents.

Release of Security. (a) If: (i) a Guarantor ceases to be a Material Subsidiarymember of the Group; or (ii) a Guarantor is released from all its obligations under the Finance Documents, in a manner allowed by this Agreement, any security created by that Guarantor over its assets under the Security Documents will (if at that time no Default is, or would as a result of the relevant disposal or release be, outstanding) be released. (b) If a disposal of any asset subject to security created by a Security Document is made to a person (which is and will remain) outside the Group in the following circumstances: (i) the Majority Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any Defaultbreach of any term of any Finance Document; (iii) the disposal is being made at the request of the Security Trustee 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, the asset(s) asset being disposed of (or, in the case of a disposal of shares in an Obligor which results in it ceasing to be a member of the Group, all of the assets of that Obligor) 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). (c) Any release under this Subclause will not become effective until the date If each of the relevant disposal Company’s Relevant Ratings reach and, for a continuous period of six months or otherwise in accordance with longer both remain at least at the consent Required Rating, then at any time after the expiry of such continuous six month period, the Company may request a release of some or all of the Majority Security created by any Security Document, whereupon the Lenders orwill, in unless such release or termination has occurred automatically, within 5 Business Days of such request (the case Security Release Date): (i) procure the release of all assets of any member of the Group from any security over them created by a Security Over Receivables orDocument; and (ii) terminate the Subordination Agreements, if applicable, unless an Assignment Document, Event of Default has occurred and is outstanding on the Tranche C Majority LendersSecurity Release Date or a subsequent downgrade referred to in Subclause 25.8 (Reinstatement of security) has occurred prior to the Security Release Date. (d) If For the purposes of this Clause, a disposal Relevant Rating is: (i) the rating assigned to the Company’s long-term senior unsecured debt obligations by S&P, for which the relevant Required Rating is not madeBBB-; (ii) the rating assigned to the Company’s long-term senior unsecured debt obligations by Xxxxx’x, then any release relating for which the relevant Required Rating is Baa3; or (iii) in the case of either of the Relevant Ratings and Required Ratings referred to that disposal will have no effectabove, an equivalent rating with another rating agency agreed between the Facility Agent and the obligations of the Obligors under the Finance Documents will continue in full force and effectCompany as an alternative. (e) If the Security Trustee or as the case may be, the Factoring Facility Agent is satisfied that a release of security is allowed under this Subclause, the Facility Agent must execute (at the request and expense of the relevant Obligor) each Finance Party must enter into any document and do all such other things which are is reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Trustee or as the case may be, the Factoring Facility Agent to enter into execute any such document. Any release will not affect the obligations of any other Obligor under the Finance Documents.

Release of Security. (a) If: (i) a Guarantor ceases to be a Material Subsidiary; or (ii) a Guarantor is released from all its obligations under the Finance Documents, in a manner allowed by this Agreement, any security created by that Guarantor over its assets under the Security Documents will be released. (b) If a disposal of any asset subject to security created by a any Transaction Security Document is made in the following circumstances: (i) the Majority Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any Default; (iii) the disposal is being made at the request of the Security Trustee Agent or Secondary Security Agent in circumstances where any security Security created by the Transaction Security Documents has become enforceable; or (iv) the disposal is being effected by enforcement of a Transaction Security Document, the Security Agent and Secondary Security Agent (as applicable) are each irrevocably authorised to release the asset(s) being disposed of (orincluding, in where the case of a disposal of shares in an Obligor which results in it ceasing to be a member of the Groupare being disposed of, all of the assets of that Obligor) will be released from any security over it created by a Security Documentthe Transaction Security. 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). 0081727-0000042 SN:12155633.21 169 (b) In relation to a disposal under paragraphs (a)(iii) or (iv) above, where such disposal relates to the shares in an Obligor, the Security Agent and Secondary Security Agent (as applicable) is irrevocably authorised, on behalf of the Lenders and the Hedge Counterparties, to release that Obligor from all or any part of the Debt owed by it. (c) Any release under this Subclause Clause will not become effective until the date of the relevant disposal or otherwise in accordance with the consent of the Majority Lenders or, in the case of a Security Over Receivables or, if applicable, an Assignment Document, the Tranche C Majority Lenders. (d) If a disposal is not made, then any release relating to that disposal will have no effect, and the obligations of the Obligors and Security Providers under the Finance Documents will continue in full force and effect. (e) If the Security Trustee Agent or as the case may be, the Factoring Secondary Security Agent is satisfied that a release is allowed under this SubclauseClause, (at the request and expense of the relevant ObligorObligor or Security Provider) each Finance Secured Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each other Finance Secured Party irrevocably authorises the Security Trustee or Agent and the Secondary Security Agent (as the case may be, the Factoring Agent applicable) to enter into any such document. Any release will not affect the obligations of any other Obligor the Obligors and Security Providers under the Finance Documents.

Release of Security. (a) If: (i) a Guarantor ceases to be a Material Subsidiary; or (ii) a Guarantor is released from all its obligations under the Finance Documents, in a manner allowed by this Agreement, any security created by that Guarantor over its assets under the Security Documents will be released. (b) If a disposal of any asset subject to security created by a Security Document Asset is made to a third party in the following circumstances: (i) the Majority Lenders agree to the disposal; (ii) the disposal is allowed by the terms of the Finance Documents and will not result or could not reasonably be expected to result in any Defaultbreach of any term of any Finance Document; (iii) the disposal is being made at the request of the Security Trustee 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 DocumentDocument or if a repayment is made pursuant to Clauses 6.4 or 6.5 and, in any such case, the asset(s) Facility Agent has actually and unconditionally received the required prepayment pursuant to those Clauses following any such disposal and/or prepayment (and release), then the asset being disposed of (or, in or to which the case of a disposal of shares in an Obligor which results in it ceasing to be a member of the Group, all of the assets of that Obligor) prepayment relates will be released from any security over it created by a Security Document. However, the proceeds of any disposal or prepayment (or an any amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (if any). (cb) Any release under this Subclause will not become effective until Following the date of Final Maturity Date and provided that all the relevant disposal or otherwise in accordance with the consent of the Majority Lenders or, in the case of a Security Over Receivables or, if applicable, an Assignment Document, the Tranche C Majority Lenders. (d) If a disposal is not made, then any release relating to that disposal will have no effect, amounts due and the obligations of the Obligors payable under the Finance Documents will continue have been irrevocably and unconditionally paid in full force and effectto the satisfaction of the Finance Parties, the Security Documents shall be released. (ec) If the Security Trustee or as the case may be, the Factoring Facility Agent is satisfied that a release is allowed under this Subclause, the Facility Agent must execute (at the request and expense of the relevant ObligorBorrower) each Finance Party must enter into any document and do all such other things which are is reasonably required to achieve that release. Each other Finance Party irrevocably authorises the Security Trustee or as the case may be, the Factoring Facility Agent to enter into execute any such document. Any release . (d) The Facility Agent shall ensure that all Security Interests in relation to the Removed Vessels will not affect be irrevocably and unconditionally discharged and released on or as soon as practicable following the obligations Amendment Date or, in the case of any other Obligor under a MSC Vessel, on or after the Finance DocumentsMSC Vessel Sale Date.