Common use of Release of Security Clause in Contracts

Release of Security. (a) Subject to the Intercreditor Agreement, Section 10.03(b) and Section 314(d) of the TIA (if applicable), the security created in respect of the Collateral granted under the Security Documents may be released in the following circumstances: (i) upon repayment in full of the Notes; (ii) upon defeasance and discharge of the Notes as provided above under Article VIII; (iii) upon certain dispositions of certain types of the Collateral in compliance with Section 4.11 or Section 4.14 or in accordance with Section 5.01; (iv) with respect to security granted by a Subsidiary Guarantor Pledgor, upon the release of the Subsidiary Guarantee of such Subsidiary Guarantor Pledgor in accordance with the terms of this Indenture; (v) with respect to a Subsidiary Guarantor that becomes a New Non-Guarantor Subsidiary, the release of the pledge of Capital Stock made by the Company or any Subsidiary Guarantor over the shares it owns in such New Non-Guarantor Subsidiary; (vi) in connection with and upon execution of a JV Subsidiary Guarantee to replace a Subsidiary Guarantee with respect to all pledges of Capital Stock granted by such JV Subsidiary Guarantor or its Subsidiaries in its direct and indirect Subsidiaries, in accordance with the terms of this Indenture; (vii) with respect to any pledge over any Capital Stock of any Subsidiary Guarantor or JV Subsidiary Guarantor, upon the designation by the Company of such Subsidiary Guarantor or JV Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (viii) in whole or in part, with the requisite consent of the Holders in accordance with Article IX.

Release of Security. (a) Subject to the provisions of the Intercreditor Agreement, Section 10.03(b) and Section 314(d) of the TIA (if applicable), the security created in respect of the Collateral granted under the Security Documents may be released in relation to the following circumstancesNotes and the Subsidiary Guarantees in certain circumstances (without any consent from the Holders), including: (i) upon repayment in full of the Notes; (ii) upon defeasance and discharge of the Notes as provided above under Article VIIISection 8.01; (iii) upon certain dispositions of certain types of the Collateral in compliance with Section 4.11 4.09 or Section 4.14 4.13 or in accordance with Section 5.01; (iv) with respect to security granted by a Subsidiary Guarantor Pledgor, upon the release of the Subsidiary Guarantee of such Subsidiary Guarantor Pledgor in accordance with the terms of this Indenture; (v) in connection with and upon execution of a JV Subsidiary Guarantee to replace a Subsidiary Guarantee, with respect to all pledges of Capital Stock granted by such JV Subsidiary Guarantor in its direct and indirect Subsidiaries; or (vi) with respect to a Subsidiary Guarantor or JV Subsidiary Guarantor that becomes a New an Other Non-Guarantor Subsidiary, the release of the pledge of Capital Stock made by the Company or any Subsidiary Guarantor over the shares it owns in such New Other Non-Guarantor Subsidiary;. (vib) Upon written request of the Company or any Subsidiary Guarantor, in connection with any sale, lease, sale and upon execution leaseback, assignment, conveyance, transfer or other disposition of a JV Subsidiary Guarantee assets or property permitted by this Indenture (including, without limitation, Sections 4.09, 4.13 or 5.01 hereof), the Shared Security Agent shall (without notice to, or vote or consent of, any Holder) take such actions as shall be required to replace a Subsidiary Guarantee with respect release its security interest in any Collateral being disposed in such disposition, to all pledges the extent necessary to permit consummation of Capital Stock granted by such JV Subsidiary Guarantor or its Subsidiaries in its direct and indirect Subsidiaries, disposition in accordance with this Indenture, the Intercreditor Agreement and the Security Documents and the Shared Security Agent and the Trustee shall receive full payment therefor from the Company for any costs incurred thereby; provided that the Company or the relevant Subsidiary Guarantor Pledgor delivers to the Shared Security Agent an Officers’ Certificate certifying and an Opinion of Counsel stating that the release of any such security interest is permitted under the terms of this Indenture;Indenture and that the conditions precedent to any such release have been fulfilled. (viic) Any release of Collateral made in compliance with respect this Section 10.07 shall not be deemed to impair the Lien under the Security Documents or the Collateral thereunder in contravention of the provisions of this Indenture or the Security Documents. (d) No purchaser or grantee of any pledge over property or rights purporting to be released herefrom shall be bound to ascertain the authority of the Shared Security Agent to execute the release or to inquire as to the existence of any Capital Stock conditions herein prescribed for the exercise of such authority; nor shall any purchaser or grantee of any property or rights permitted by this Indenture to be sold or otherwise disposed of by the Company and the Subsidiary Guarantors be under any obligation to ascertain or inquire into the authority of the Company or any Subsidiary Guarantor to make such sale or JV Subsidiary Guarantorother disposition. (e) No release and discharge of the Collateral will be effective against the Trustee, upon any Agent or the designation by Holders of Notes until the Company of such Subsidiary Guarantor or JV Subsidiary Guarantor as shall have delivered to the Trustee an Unrestricted Subsidiary Officers’ Certificate stating that all conditions precedent provided for in accordance with the terms of this Indenture; or (viii) in whole or in part, the Intercreditor Agreement and the Security Documents relating to such release and discharge have been complied with and that such release and discharge is authorized and permitted under this Indenture, the requisite consent of Intercreditor Agreement and the Holders in accordance with Article IXSecurity Documents.

Release of Security. (a) Subject to the provisions of the Intercreditor Agreement, Section 10.03(b) and Section 314(d) of the TIA (if applicable), the security created in respect of the Collateral granted under the Security Documents may be released in relation to the following circumstancesNotes and the Subsidiary Guarantees in certain circumstances (without any consent from the Holders), including: (i) upon repayment in full of the Notes; (ii) upon defeasance and discharge of the Notes as provided above under Article VIIISection 8.01; (iii) upon certain dispositions of certain types of the Collateral in compliance with Section 4.11 4.09 or Section 4.14 4.13 or in accordance with Section 5.01; (iv) with respect to security granted by a Subsidiary Guarantor Pledgor, upon the release of the Subsidiary Guarantee of such Subsidiary Guarantor Pledgor in accordance with the terms of this Indenture; (v) in connection with and upon execution of a JV Subsidiary Guarantee to replace a Subsidiary Guarantee, with respect to all pledges of Capital Stock granted by such JV Subsidiary Guarantor in its direct and indirect Subsidiaries; or (vi) with respect to a Subsidiary Guarantor or JV Subsidiary Guarantor that becomes a New an Other Non-Guarantor Subsidiary, the release of the pledge of Capital Stock made by the Company or any Subsidiary Guarantor over the shares it owns in such New Other Non-Guarantor Subsidiary;. (vib) Upon written request of the Company or any Subsidiary Guarantor, in connection with any sale, lease, sale and upon execution leaseback, assignment, conveyance, transfer or other disposition of a JV Subsidiary Guarantee assets or property permitted by this Indenture (including, without limitation, Sections 4.09, 4.13 or 5.01 hereof), the Trustee shall direct the Shared Security Agent (without notice to, or vote or consent of, any Holder) take such actions as shall be required to replace a Subsidiary Guarantee with respect release its security interest in any Collateral being disposed in such disposition, to all pledges the extent necessary to permit consummation of Capital Stock granted by such JV Subsidiary Guarantor or its Subsidiaries in its direct and indirect Subsidiaries, disposition in accordance with this Indenture, the Intercreditor Agreement and the Security Documents and the Trustee shall receive full payment therefor from the Company for any costs incurred thereby; provided that the Company or the relevant Subsidiary Guarantor Pledgor delivers to the Trustee and the Shared Security Agent an Officers’ Certificate certifying and an Opinion of Counsel stating that the release of any such security interest is permitted under the terms of this Indenture;Indenture and that the conditions precedent to any such release have been fulfilled. (viic) Any release of Collateral made in compliance with respect this Section 10.08 shall not be deemed to impair the Lien under the Security Documents or the Collateral thereunder in contravention of the provisions of this Indenture or the Security Documents. (d) No purchaser or grantee of any pledge over property or rights purporting to be released herefrom shall be bound to ascertain the authority of the Shared Security Agent to execute the release or to inquire as to the existence of any Capital Stock conditions herein prescribed for the exercise of such authority; nor shall any purchaser or grantee of any property or rights permitted by this Indenture to be sold or otherwise disposed of by the Company and the Subsidiary Guarantors be under any obligation to ascertain or inquire into the authority of the Company or any Subsidiary Guarantor to make such sale or JV Subsidiary Guarantorother disposition. (e) No release and discharge of the Collateral will be effective against the Trustee, upon any Agent or the designation by Holders of Notes until the Company of such and the relevant Subsidiary Guarantor or JV Subsidiary Guarantor as Pledgor shall have delivered to the Shared Security Agent and the Trustee an Unrestricted Subsidiary Officers’ Certificate and an Opinion of Counsel stating that all requirements and conditions precedent provided for in accordance with the terms of this Indenture; or (viii) in whole or in part, the Intercreditor Agreement and the Security Documents relating to such release and discharge have been complied with and that such release and discharge is authorized and permitted under this Indenture, the requisite consent of Intercreditor Agreement and the Holders in accordance with Article IXSecurity Documents.

Release of Security. (a) Subject to The Security Interests created by the Intercreditor Agreement, Section 10.03(b) and Section 314(d) of the TIA (if applicable), the security created in respect of the Collateral granted under the relevant Security Documents may will be released in the following circumstancesautomatically and unconditionally released: (i1) in the event of a sale or disposition (including through merger or consolidation but other than pursuant to an Enforcement Sale) of assets included in the Collateral to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided that such sale or disposition is in compliance with this Indenture, including but not limited to Section 3.12 and Section 4.10, or in connection with any other release of a Restricted Subsidiary from its obligations as a Subsidiary Guarantor permitted under this Indenture; (2) if such Collateral is the Capital Stock of, or an asset of, a Subsidiary Guarantor or any of its Subsidiaries, in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, provided that such sale or disposition is in compliance with this Indenture, including but not limited to Section 3.12 and Section 4.10; (3) if the applicable Subsidiary of which such Capital Stock or assets are pledged or assigned is designated as an Unrestricted Subsidiary in compliance with Section 4.07; (4) to release and/or re-take any Lien on any Collateral to the extent otherwise permitted by the terms of this Indenture (including, without limitation, as may be permitted by Section 4.17); (5) following a Default under this Indenture or a default under any other Indebtedness secured by the Collateral, pursuant to an Enforcement Sale; (6) as described under Article 9; (7) upon repayment in the full and final payment and performance of all Obligations of the Issuer and the Guarantors under this Indenture and the Notes; (ii8) with the consent of Holders of at least 75% in aggregate principal amount of the Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes); (9) if such Collateral is Capital Stock of, or an asset of, the Company or any other Restricted Subsidiary (other than the Capital Stock of the Company and the Issuer); provided that any other Lien on such Collateral that secures the Senior Credit Facility or any Pari Passu Lien Obligation, is simultaneously released; or (10) if the Collateral is owned by a Guarantor that is released from its Note Guarantee in accordance with this Indenture. In addition, the Security Interests created by the Security Documents will be released in accordance with the relevant Security Documents and the Group Intercreditor Deed or any Additional Intercreditor Deed. In addition, the Trustee shall, at the request of the Issuer upon defeasance having provided the Trustee an Officer’s Certificate certifying compliance with this Section 11.03, release the relevant Security Interests pursuant to an appropriate instrument evidencing release upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of the Notes as provided above in Article 8 or Article 12. Upon certification by the Issuer, the Trustee and the Security Trustee shall take all necessary actions, including the granting of releases or waivers under Article VIII; (iii) upon certain dispositions of certain types of the Collateral in compliance with Section 4.11 or Section 4.14 or Group Intercreditor Deed, to effectuate any release in accordance with Section 5.01; these provisions, subject to customary protections and indemnifications. The Security Trustee and/or Trustee (ivas applicable) with respect will agree to security granted by a Subsidiary Guarantor Pledgor, upon the any release of the Subsidiary Guarantee of such Subsidiary Guarantor Pledgor Security Interests created by the Security Documents that is in accordance with the terms of this Indenture; (v) with respect to a Subsidiary Guarantor that becomes a New Non-Guarantor Subsidiary, the release of Security Documents and the pledge of Capital Stock made by the Company or Group Intercreditor Deed without requiring any Subsidiary Guarantor over the shares it owns in such New Non-Guarantor Subsidiary; (vi) in connection with and upon execution of a JV Subsidiary Guarantee to replace a Subsidiary Guarantee with respect to all pledges of Capital Stock granted by such JV Subsidiary Guarantor or its Subsidiaries in its direct and indirect Subsidiaries, in accordance with the terms of this Indenture; (vii) with respect to any pledge over any Capital Stock of any Subsidiary Guarantor or JV Subsidiary Guarantor, upon the designation by the Company of such Subsidiary Guarantor or JV Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (viii) in whole or in part, with the requisite consent of the Holders in accordance with Article IXHolders.

Release of Security. (a) Subject to The Security Interests created by the Intercreditor Agreement, Section 10.03(b) and Section 314(d) of the TIA (if applicable), the security created in respect of the Collateral granted under the relevant Security Documents may will be released in the following circumstancesautomatically and unconditionally released: (i) in the event of a sale or disposition (including through merger or consolidation but other than pursuant to an Enforcement Sale) of assets included in the Collateral to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided that such sale or disposition is in compliance with this Indenture, including but not limited to Section 3.12 and Section 4.10, or in connection with any other release of a Restricted Subsidiary from its obligations as a Subsidiary Guarantor permitted under this Indenture; (ii) if such Collateral is the Capital Stock of, or an asset of, a Subsidiary Guarantor or any of its Subsidiaries, in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary that is in compliance with this Indenture, including but not limited to Section 3.12 and Section 4.10; (iii) if the applicable Subsidiary of such Capital Stock or assets are pledged or assigned is designated as an Unrestricted Subsidiary in compliance with Section 4.07; (iv) to release and/or re-take any Lien on any Collateral to the extent otherwise permitted by the terms of this Indenture, the Security Documents or the Group Intercreditor Deed or any Additional Intercreditor Deed; (v) following a Default under this Indenture or a default under any other Indebtedness secured by the Collateral, pursuant to an Enforcement Sale; (vi) as described under Article 9; (vii) upon repayment in the full and final payment and performance of all Obligations of the Issuer and the Guarantors under this Indenture and the Notes; (iiviii) with the consent of Holders of at least 75% in aggregate principal amount of the Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes); or (ix) if the Collateral is owned by a Guarantor that is released from its Note Guarantee in accordance with this Indenture. In addition, the Security Interests created by the Security Documents will be released in accordance with the relevant Security Documents and the Group Intercreditor Deed. In addition, the Trustee shall, at the request of the Issuer upon defeasance having provided the Trustee an Officer’s Certificate certifying compliance with this Section 11.03, release the relevant Security Interests pursuant to an appropriate instrument evidencing release upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of the Notes as provided above in Article 8 or Article 12. Upon certification by the Issuer, the Trustee and the Security Trustee shall take all necessary actions, including the granting of releases or waivers under Article VIII; (iii) upon certain dispositions of certain types of the Collateral in compliance with Section 4.11 or Section 4.14 or Group Intercreditor Deed, to effectuate any release in accordance with Section 5.01; these provisions, subject to customary protections and indemnifications. The Security Trustee and/or Trustee (ivas applicable) with respect will agree to security granted by a Subsidiary Guarantor Pledgor, upon the any release of the Subsidiary Guarantee of such Subsidiary Guarantor Pledgor Security Interests created by the Security Documents that is in accordance with the terms of this Indenture; (v) with respect to a Subsidiary Guarantor that becomes a New Non-Guarantor Subsidiary, the release of Security Documents and the pledge of Capital Stock made by the Company or Group Intercreditor Deed without requiring any Subsidiary Guarantor over the shares it owns in such New Non-Guarantor Subsidiary; (vi) in connection with and upon execution of a JV Subsidiary Guarantee to replace a Subsidiary Guarantee with respect to all pledges of Capital Stock granted by such JV Subsidiary Guarantor or its Subsidiaries in its direct and indirect Subsidiaries, in accordance with the terms of this Indenture; (vii) with respect to any pledge over any Capital Stock of any Subsidiary Guarantor or JV Subsidiary Guarantor, upon the designation by the Company of such Subsidiary Guarantor or JV Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (viii) in whole or in part, with the requisite consent of the Holders in accordance with Article IXHolders.

Release of Security. (a) Subject to the provisions of the Intercreditor Agreement, Section 10.03(b) and Section 314(d) of the TIA (if applicable), the security created in respect of the Collateral granted under the Security Documents may be released in relation to the following circumstancesNotes and the Subsidiary Guarantees in certain circumstances (without any consent from the Holders), including: (i) upon repayment in full of the Notes; (ii) upon defeasance and discharge of the Notes as provided above under Article VIIISection 8.01; (iii) upon certain dispositions of certain types of the Collateral in compliance with Section 4.11 4.09 or Section 4.14 4.13 or in accordance with Section 5.01; (iv) with respect to security granted by a Subsidiary Guarantor Pledgor, upon the release of the Subsidiary Guarantee of such Subsidiary Guarantor Pledgor in accordance with the terms of this Indenture; (v) in connection with and upon execution of a JV Subsidiary Guarantee to replace a Subsidiary Guarantee, with respect to all pledges of Capital Stock granted by such JV Subsidiary Guarantor in its direct and indirect Subsidiaries; or (vi) with respect to a Subsidiary Guarantor or JV Subsidiary Guarantor that becomes a New an Other Non-Guarantor Subsidiary, the release of the pledge of Capital Stock made by the Company or any Subsidiary Guarantor over the shares it owns in such New Other Non-Guarantor Subsidiary;. (vib) Upon written request of the Company or any Subsidiary Guarantor, in connection with any sale, lease, sale and upon execution leaseback, assignment, conveyance, transfer or other disposition of a JV Subsidiary Guarantee assets or property permitted by this Indenture (including, without limitation, Sections 4.09, 4.13 or 5.01 hereof), the Shared Security Agent shall (without notice to, or vote or consent of, any Holder) take such actions as shall be required to replace a Subsidiary Guarantee with respect release its security interest in any Collateral being disposed in such disposition, to all pledges the extent necessary to permit consummation of Capital Stock granted by such JV Subsidiary Guarantor or its Subsidiaries in its direct and indirect Subsidiaries, disposition in accordance with this Indenture, the Intercreditor Agreement and the Security Documents and the Shared Security Agent and the Trustee shall receive full payment therefor from the Company for any costs incurred thereby; provided that the Company or the relevant Subsidiary Guarantor Pledgor delivers to the Shared Security Agent an Officers’ Certificate certifying and an Opinion of Counsel stating that the release of any such security interest is permitted under the terms of this Indenture;Indenture and that the conditions precedent to any such release have been fulfilled. (viic) Any release of Collateral made in compliance with respect this Section 10.07 shall not be deemed to any pledge over any Capital Stock impair the Lien under the Security Documents or the Collateral thereunder in contravention of any Subsidiary Guarantor or JV Subsidiary Guarantor, upon the designation by the Company of such Subsidiary Guarantor or JV Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms provisions of this Indenture; or (viii) in whole Indenture or in part, with the requisite consent of the Holders in accordance with Article IXSecurity Documents.

Release of Security. (a) Subject to the Intercreditor Agreement, Section 10.03(b) and Section 314(d) provisions of the TIA Intercreditor Agreement (if applicableany), the security created in respect of the Collateral granted under the Security Documents may be released in certain circumstances (without any consent from the following circumstancesHolders), including: (i) upon repayment in full of the Notes; (ii) upon defeasance and discharge of the Notes as provided above under Article VIIISection 8.01; (iii) upon certain dispositions of certain types of the Collateral in compliance with Section 4.11 4.09 or Section 4.14 4.13 or in accordance with Section 5.01; (iv) with respect to security granted by a Subsidiary Guarantor Pledgor, upon the release of the Subsidiary Guarantee of such Subsidiary Guarantor Pledgor in accordance with the terms of this Indenture; (v) in connection with and upon execution of a JV Subsidiary Guarantee to replace a Subsidiary Guarantee, with respect to all pledges of Capital Stock granted by such JV Subsidiary Guarantor in its direct and indirect Subsidiaries; or (vi) with respect to a Subsidiary Guarantor that becomes a New an Other Non-Guarantor Subsidiary, the release of the pledge of Capital Stock made by the Company or any Subsidiary Guarantor over the shares it owns in such New Other Non-Guarantor Subsidiary;. (vib) Upon written request of the Company or any Subsidiary Guarantor, in connection with any sale, lease, sale and upon execution leaseback, assignment, conveyance, transfer or other disposition of a JV Subsidiary Guarantee assets or property permitted by this Indenture (including, without limitation, Sections 4.09, 4.13 or 5.01 hereof), the Collateral Agent shall (without notice to, or vote or consent of, any Holder) take such actions as shall be required to replace a Subsidiary Guarantee with respect release its security interest in any Collateral being disposed in such disposition, to all pledges the extent necessary to permit consummation of Capital Stock granted by such JV Subsidiary Guarantor or its Subsidiaries in its direct and indirect Subsidiaries, disposition in accordance with this Indenture, the Intercreditor Agreement and the Security Documents and the Collateral Agent and the Trustee shall receive full payment therefor from the Company for any costs incurred thereby; provided that the Company or the relevant Subsidiary Guarantor Pledgor delivers to the Collateral Agent an Officers’ Certificate certifying and an Opinion of Counsel stating that the release of any such security interest is permitted under the terms of this Indenture;Indenture and that the conditions precedent to any such release have been fulfilled. (viic) Any release of Collateral made in compliance with respect this Section 10.07 shall not be deemed to impair the Lien under the Security Documents or the Collateral thereunder in contravention of the provisions of this Indenture or the Security Documents. (d) No purchaser or grantee of any pledge over property or rights purporting to be released herefrom shall be bound to ascertain the authority of the Collateral Agent to execute the release or to inquire as to the existence of any Capital Stock conditions herein prescribed for the exercise of such authority; nor shall any purchaser or grantee of any property or rights permitted by this Indenture to be sold or otherwise disposed of by the Company and the Subsidiary Guarantors be under any obligation to ascertain or inquire into the authority of the Company or any Subsidiary Guarantor to make such sale or JV Subsidiary Guarantorother disposition. (e) No release and discharge of the Collateral will be effective against the Trustee, upon any Agent or the designation by Holders of Notes until the Company of such Subsidiary Guarantor or JV Subsidiary Guarantor as shall have delivered to the Trustee an Unrestricted Subsidiary Officers’ Certificate stating that all conditions precedent provided for in accordance with the terms of this Indenture; or , the Intercreditor Agreement (viiiif any) in whole or in partand the Security Documents relating to such release and discharge have been complied with and that such release and discharge is authorized and permitted under this Indenture, with the requisite consent of Intercreditor Agreement (if any) and the Holders in accordance with Article IXSecurity Documents.

Release of Security. (a) Subject to the provisions of the Intercreditor Agreement, Section 10.03(b) and Section 314(d) of the TIA (if applicable), the security created in respect of the Collateral granted under the Security Documents may be released in relation to the following circumstancesNotes and the Subsidiary Guarantees in certain circumstances (without any consent from the Holders), including: (i) upon repayment in full of the Notes; (ii) upon defeasance and discharge of the Notes as provided above under Article VIIISection 8.01; (iii) upon certain dispositions of certain types of the Collateral in compliance with Section 4.11 4.09 or Section 4.14 4.13 or in accordance with Section 5.01; (iv) with respect to security granted by a Subsidiary Guarantor Pledgor, upon the release of the Subsidiary Guarantee of such Subsidiary Guarantor Pledgor in accordance with the terms of this Indenture; (v) in connection with and upon execution of a JV Subsidiary Guarantee to replace a Subsidiary Guarantee, with respect to all pledges of Capital Stock granted by such JV Subsidiary Guarantor in its direct and indirect Subsidiaries; or (vi) with respect to a Subsidiary Guarantor that becomes a New an Other Non-Guarantor Subsidiary, the release of the pledge of Capital Stock made by the Company or any Subsidiary Guarantor over the shares it owns in such New Other Non-Guarantor Subsidiary;. (vib) Upon written request of the Company or any Subsidiary Guarantor, in connection with any sale, lease, sale and upon execution leaseback, assignment, conveyance, transfer or other disposition of a JV Subsidiary Guarantee assets or property permitted by this Indenture (including, without limitation, Sections 4.09, 4.13 or 5.01 hereof), the Shared Security Agent shall (without notice to, or vote or consent of, any Holder) take such actions as shall be required to replace a Subsidiary Guarantee with respect release its security interest in any Collateral being disposed in such disposition, to all pledges the extent necessary to permit consummation of Capital Stock granted by such JV Subsidiary Guarantor or its Subsidiaries in its direct and indirect Subsidiaries, disposition in accordance with this Indenture, the Intercreditor Agreement and the Security Documents and the Shared Security Agent and the Trustee shall receive full payment therefor from the Company for any costs incurred thereby; provided that the Company or the relevant Subsidiary Guarantor Pledgor delivers to the Shared Security Agent an Officers’ Certificate certifying and an Opinion of Counsel stating that the release of any such security interest is permitted under the terms of this Indenture;Indenture and that the conditions precedent to any such release have been fulfilled. (viic) Any release of Collateral made in compliance with respect this Section 10.07 shall not be deemed to impair the Lien under the Security Documents or the Collateral thereunder in contravention of the provisions of this Indenture or the Security Documents. (d) No purchaser or grantee of any pledge over property or rights purporting to be released herefrom shall be bound to ascertain the authority of the Shared Security Agent to execute the release or to inquire as to the existence of any Capital Stock conditions herein prescribed for the exercise of such authority; nor shall any purchaser or grantee of any property or rights permitted by this Indenture to be sold or otherwise disposed of by the Company and the Subsidiary Guarantors be under any obligation to ascertain or inquire into the authority of the Company or any Subsidiary Guarantor to make such sale or JV Subsidiary Guarantorother disposition. (e) No release and discharge of the Collateral will be effective against the Trustee, upon any Agent or the designation by Holders of Notes until the Company of such Subsidiary Guarantor or JV Subsidiary Guarantor as shall have delivered to the Trustee an Unrestricted Subsidiary Officers’ Certificate stating that all conditions precedent provided for in accordance with the terms of this Indenture; or (viii) in whole or in part, the Intercreditor Agreement and the Security Documents relating to such release and discharge have been complied with and that such release and discharge is authorized and permitted under this Indenture, the requisite consent of Intercreditor Agreement and the Holders in accordance with Article IXSecurity Documents.

Release of Security. (a) Subject to The Security Interests created by the Intercreditor Agreement, Section 10.03(b) and Section 314(d) of the TIA (if applicable), the security created in respect of the Collateral granted under the relevant Security Documents may will be released in the following circumstancesautomatically and unconditionally released: (i1) in the event of a sale or disposition (including through merger or consolidation but other than pursuant to an Enforcement Sale) of assets included in the Collateral to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary; provided that such sale or disposition is in compliance with this Indenture, including but not limited to Section 3.12 and Section 4.10, or in connection with any other release of a Restricted Subsidiary from its obligations as a Subsidiary Guarantor permitted under this Indenture; (2) if such Collateral is the Capital Stock of, or an asset of, a Subsidiary Guarantor or any of its Subsidiaries, in connection with any sale or other disposition of Capital Stock of that Guarantor to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, provided that such sale or disposition is in compliance with this Indenture, including but not limited to Section 3.12 and Section 4.10; (3) if the applicable Subsidiary of which such Capital Stock or assets are pledged or assigned is designated as an Unrestricted Subsidiary in compliance with Section 4.07; (4) to release and/or re-take any Lien on any Collateral to the extent otherwise permitted by the terms of this Indenture (including, without limitation, as may be permitted by Section 4.17); (5) following a Default under this Indenture or a default under any other Indebtedness secured by the Collateral, pursuant to an Enforcement Sale; (6) as described under Article 9; (7) upon repayment in the full and final payment and performance of all Obligations of the Issuer and the Guarantors under this Indenture and the Notes; (ii8) with the consent of Holders of at least 75% in aggregate principal amount of the Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, or purchase of, the Notes); (9) if such Collateral is Capital Stock of, or an asset of, the Company or any other Restricted Subsidiary (other than the Capital Stock of the Company and the Issuer); provided that any other Lien on such Collateral that secures the Senior Credit Facility or any Pari Passu Lien Obligation, is simultaneously released; (10) with respect to any Collateral that is transferred to a Receivables Entity pursuant to a Qualified Receivables Transaction, and with respect to any Securitization Obligation that is transferred, in one or more transactions, to a Receivables Entity; or (11) if the Collateral is owned by a Guarantor that is released from its Note Guarantee in accordance with this Indenture. In addition, the Security Interests created by the Security Documents will be released in accordance with the relevant Security Documents and the Group Intercreditor Deed or any Additional Intercreditor Deed. In addition, the Trustee shall, at the request of the Issuer upon defeasance having provided the Trustee an Officer’s Certificate certifying compliance with this Section 11.03, release the relevant Security Interests pursuant to an appropriate instrument evidencing release upon the Legal Defeasance or Covenant Defeasance or satisfaction and discharge of the Notes as provided above in Article 8 or Article 12. Upon certification by the Issuer, the Trustee and the Security Trustee shall take all necessary actions, including the granting of releases or waivers under Article VIII; (iii) upon certain dispositions of certain types of the Collateral in compliance with Section 4.11 or Section 4.14 or Group Intercreditor Deed and any Additional Intercreditor Deed, to effectuate any release in accordance with Section 5.01; these provisions, subject to customary protections and indemnifications. The Security Trustee and/or Trustee (ivas applicable) with respect will agree to security granted by a Subsidiary Guarantor Pledgor, upon the any release of the Subsidiary Guarantee of such Subsidiary Guarantor Pledgor Security Interests created by the Security Documents that is in accordance with the terms of this Indenture; (v) with respect to a Subsidiary Guarantor that becomes a New Non-Guarantor Subsidiary, the release of Security Documents, the pledge of Capital Stock made by the Company or Group Intercreditor Deed and any Subsidiary Guarantor over the shares it owns in such New Non-Guarantor Subsidiary; (vi) in connection with and upon execution of a JV Subsidiary Guarantee to replace a Subsidiary Guarantee with respect to all pledges of Capital Stock granted by such JV Subsidiary Guarantor or its Subsidiaries in its direct and indirect Subsidiaries, in accordance with the terms of this Indenture; (vii) with respect to Additional Intercreditor Deed without requiring any pledge over any Capital Stock of any Subsidiary Guarantor or JV Subsidiary Guarantor, upon the designation by the Company of such Subsidiary Guarantor or JV Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of this Indenture; or (viii) in whole or in part, with the requisite consent of the Holders in accordance with Article IXHolders.