Common use of Release of the Collateral Clause in Contracts

Release of the Collateral. The Collateral will be automatically and unconditionally released: (a) in connection with any sale, assignment, transfer, conveyance or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale or other disposition does not violate this Indenture; (b) in connection with any sale, transfer or other disposition of Capital Stock of a Guarantor or any holding company of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (c) in accordance with an enforcement action pursuant to the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (f) in accordance with Article 9 of this Indenture; (g) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in an Officer’s Certificate), over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request of the Issuer, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent without the consent of the holders or any action on the part of the Trustee.

Release of the Collateral. The Collateral will be automatically and unconditionally released: (a) in connection with any sale, assignment, transfer, conveyance or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer Company or a Subsidiary, if the sale or other disposition does not violate this the Indenture; (b) in connection with any sale, transfer or other disposition of Capital Stock of a Relevant Guarantor or any holding company of such Relevant Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer Company or a Subsidiary, if the sale, transfer or other disposition does not violate this the Indenture, and the Relevant Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (c) in accordance with an enforcement action pursuant to the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 to Sections 5.3 or 5.4 of this Second Supplemental Indenture; (e) in accordance with Article IX of the Base Indenture; (f) in accordance with upon satisfaction and discharge of the Indenture or Defeasance or Covenant Defeasance as provided under Article 9 VIII of this Second Supplemental Indenture; (g) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in an Officer’s Certificate), over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the 2020 Notes; and (kh) otherwise in accordance with the terms of this the Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request of the IssuerCompany, to effectuate any release of the Security Interests in accordance with the provisions of this the Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent without the consent of the holders Holders or any action on the part of the Trustee.

Release of the Collateral. The (a) Upon (i) confirmation in writing from the Trustee of the full and final payment and performance of all obligations under this Indenture and the Notes; (ii) confirmation in writing from the Trustee of the surrender of all outstanding Notes issued under this Indenture to the Trustee for cancellation; (iii) the release of the Collateral in accordance with the terms of this Section 11.04 and the terms of the Intercreditor Agreement, the RSA Intercreditor Agreement, any additional intercreditor agreement and the Security Documents (which terms, in the event of an inconsistency with the terms of this Indenture, will prevail); or (iv) any other release of the Collateral as security for obligations of the Issuer or a Guarantor under this Indenture, the Security Agent shall disclaim and give up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and shall no longer be deemed to hold the Lien in the Collateral for the benefit of the Holders. (b) Liens granted by a Guarantor (and the Liens, if any, over the Capital Stock of such Guarantor) will be automatically and unconditionally released: released (a) in connection with any saleand, assignment, transfer, conveyance or other disposition upon request of such property or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiaryany Guarantor, if the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions, at the direction of the Issuer, as shall be required to release such Liens): (i) upon any sale or other disposition does not violate this Indenture; (b) in connection with any sale, transfer or other disposition of (A) Capital Stock of a Guarantor following which such Guarantor is no longer a Restricted Subsidiary or any holding company (B) all or substantially all the properties and assets of such a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer, a Restricted Subsidiary or any Affiliate of the Issuer and that complies with Section 4.09; (ii) in connection with certain enforcement actions taken in accordance with the terms of the Intercreditor Agreement and the RSA Intercreditor Agreement and any additional intercreditor agreement; (iii) in the case of a Guarantor that is released from its Guarantee pursuant to the terms of this Indenture, the release of the property, assets and Capital Stock of such Guarantor; (iv) upon the designation of such Guarantor as an Unrestricted Subsidiary; (v) in a transaction that complies with Article Five; (vi) as described under the last paragraph of Section 4.07; and (vii) in connection with any redress liability management exercise pursuant to clause (xiv) of the definition Asset Sales or clause (q) of the definition Permitted Investment. (c) Upon request of the Issuer or a Subsidiaryany Guarantor, if the in connection with any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition does not violate of assets or property permitted by this IndentureIndenture (including, without limitation, Section 4.09, 4.11, and 4.13 hereof), the Guarantor ceases Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to be a Guarantor as a result the Trustee) take such actions, at the direction of the saleIssuer, transfer or other as shall be required (as more particularly described in paragraph (e) of this Section) to release its Security Interest in any Collateral being disposed of in such disposition; (c) , to the extent necessary to permit consummation of such disposition in accordance with an enforcement action pursuant to this Indenture and the provisions of Security Documents, the Intercreditor Agreement or Trustee and the Security Agent shall receive full payment therefor from the Issuer for any Additional Intercreditor Agreement;costs incurred thereby. (d) upon Any release of Collateral made in compliance with this Section 11.04 shall not be deemed to impair the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured Lien under the Security Documents or the Collateral thereunder in a manner that would require contravention of the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 provisions of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, Indenture or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes;Security Documents. (e) if any of In the Security Interests no longer secure event that the Senior Revolving Credit Facilities (Issuer or any refinancing thereof) (in which case Guarantor seeks to release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (f) in accordance with Article 9 of this Indenture; (g) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in or such Guarantor shall deliver an Officer’s Certificate), over any intercompany loan or note Certificate (upon which the Trustee and Security Agent shall conclusively rely in connection with such release) to the extent Trustee and the Security Agent setting forth that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance specified release complies with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request Upon receipt of the IssuerOfficer’s Certificate and if so requested by the Issuer or such Guarantor, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent without shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the consent release of the holders or any action on the part of the TrusteeCollateral permitted to be released pursuant to this Indenture.

Release of the Collateral. The Collateral will be automatically and unconditionally released: (a) Notwithstanding anything in connection with any sale, assignment, transfer, conveyance or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale or other disposition does not violate this Indenture; (b) in connection with any sale, transfer or other disposition of Capital Stock of a Guarantor Indenture or any holding company of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (c) in accordance with an enforcement action pursuant Security Document to the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organizationcontrary, to the extent permitted a release is required by Applicable Lawa Security Document, such mortgagethe Collateral Agent shall release, security interestand the Trustee (as applicable) shall release and if so requested direct the Collateral Agent to release, chargewithout the need for consent of the Holders of the Notes, encumbrance, pledge or other lien will be regranted or made to secure Liens on the obligations under Collateral securing the Notes: (1) upon repayment of the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (f) in accordance with Article 9 of this Indenture; (g2) upon Legal Defeasancelegal defeasance, Covenant Defeasance covenant defeasance or satisfaction and discharge of this Indenture as provided under Article 8 in Section 8.02, Section 8.03 and Section 11.01; (h3) upon release of a Note Guarantee of any Subsidiary Guarantor (with respect to the Liens securing such Note Guarantee granted by such Subsidiary Guarantor) in accordance with the covenant described under Section 4.09applicable provisions of this Indenture; (i4) at in connection with any disposition of Collateral to any Person (but excluding any transaction subject to Article V); provided that if the option Collateral is disposed of to the Company or a Restricted Subsidiary, the relevant Collateral becomes immediately subject to a substantially equivalent Lien in favor of the Issuer (as confirmed Collateral Agent securing the Notes; provided, further, that, in an Officer’s Certificate)each case, over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies)disposition is permitted by this Indenture; (j5) upon repayment in full of if the Notes; and (k) otherwise Company designates any Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request of the Issuer, to effectuate any release of the Security Interests in accordance with the applicable provisions of this Indenture, the Intercreditor Agreement release of the property and assets of such Unrestricted Subsidiary; (6) as may be permitted by the provisions of this Indenture described under Article 9 or any Additional Intercreditor Agreement and the relevant Security Document. Section 4.23; and (7) in order to effectuate a merger, consolidation, conveyance, transfer or other business combination conducted in compliance with Article 5 or Article 10. (b) Each of the foregoing releases set forth above shall be effected by the Security Collateral Agent without the consent of the holders Holders of the Notes or any action on the part of the Trustee upon receipt by the Collateral Agent (with a copy to the Trustee) of an Officer’s Certificate of the Issuer or the relevant Guarantor, as the case may be, dated the date of the application of such release, certifying that no Default or Event of Default has occurred and is continuing or would occur as a result of such release, and that all conditions precedent in this Indenture and the Security Documents relating to the release of the Lien on the applicable Collateral have been complied with. (c) In the event that the Issuer or any Guarantor seeks to release Collateral, the Issuer or such Guarantor shall deliver an Officer’s Certificate (which the Trustee and Collateral Agent shall rely upon in connection with such release) to the Trustee and the Collateral Agent setting forth that the specified release complies with the terms of this Indenture and the Security Documents and that all conditions precedent in this Indenture and the Security Documents relating to the release of the Lien on the applicable Collateral have been complied with. Upon receipt of the Officer’s Certificate and if so requested by the Issuer or such Guarantor, the Collateral Agent shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral.

Release of the Collateral. The Collateral will be automatically and unconditionally released: (a) The security interest in respect of the Collateral granted hereby shall be fully released, subject to the terms of the Security Documents, (i) upon the repayment in full of the Notes or (ii) upon defeasance or discharge of the Notes as provided under Section 8.01 and Section 8.02; and may be partially or fully released, as the case may be, (iii) upon certain dispositions of Collateral in compliance with Section 4.11, Section 4.15 or Section 5.01; (iv) with respect to security granted by a Subsidiary Guarantor, upon the release of the Subsidiary Guarantee of such Subsidiary Guarantor in accordance with the terms of the Indenture; or (v) with respect all or any part of the Collateral, by the Security Trustee in connection with any enforcement of its Liens pursuant to the terms of the Security Documents (b) Upon request of the Company or any Subsidiary Guarantor, in connection with any sale, lease, assignment, transfer, conveyance or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale or other disposition does not violate this Indenture; (b) in connection with any saleconveyance, transfer or other disposition of Capital Stock assets or property permitted by this Indenture (including Section 4.11, Section 4.15 or Section 5.01 hereof), the Security Trustee shall (without notice to, or vote or consent of, any Holder), subject to the terms of a Guarantor or the Security Documents and subject to its receiving the documents required by Sections 10.03 and 12.05 hereof, take such actions as shall be required to release its security interest in any holding company Collateral being disposed in such disposition, to the extent necessary to permit consummation of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate in accordance with this Indenture, Indenture and the Guarantor ceases to be a Guarantor as a result of Security Documents and the sale, transfer or other disposition;Security Trustee shall receive full payment therefor from the Company for any costs incurred thereby. (c) Any release of Collateral made in accordance compliance with an enforcement action pursuant this Section 10.06 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 Intercreditor Agreement or any Additional Intercreditor Agreement;Security Documents. (d) upon No purchaser or grantee of any property or rights purporting to be released herefrom shall be bound to ascertain the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any authority of the Security Interests no longer secure Trustee to execute the Senior Revolving Credit Facilities (release or to inquire as to the existence of any 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 refinancing thereof) (in which case release will be of the Security Interests with respect Subsidiary Guarantor to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge make such sale or other lien pursuant Section 4.11 of this Indenture; (f) in accordance with Article 9 of this Indenture; (g) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in an Officer’s Certificate), over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request of the Issuer, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent without the consent of the holders or any action on the part of the Trusteedisposition.

Release of the Collateral. The Liens on the Collateral will shall be automatically and unconditionally releasedreleased in respect of the Notes of any Series: (a1) in connection with any salewhole, assignmentupon payment in full of the principal of, transferand accrued and unpaid interest and premium, conveyance or other disposition if any, on the Notes of such property or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale or other disposition does not violate this IndentureSeries; (b2) in connection with any salewhole, transfer or other disposition of Capital Stock of a Guarantor or any holding company of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (c) in accordance with an enforcement action pursuant to the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (f) in accordance with Article 9 of this Indenture; (g) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01with respect to such Notes pursuant to ARTICLE XI; (h3) in whole, upon a legal defeasance or covenant defeasance with respect to such Notes as set forth under ARTICLE VIII; (4) as to any property or asset constituting Collateral that is sold or otherwise disposed of by the Issuer or any Secured Guarantor (other than to the Issuer or another Secured Guarantor), directly or indirectly, in a transaction not prohibited by this Indenture at the time of such sale or disposition; (5) as to any property or assets constituting Collateral owned by a Secured Guarantor that is released from its Note Guarantee in accordance with this Indenture; (6) in whole or in part, with the consent of Holders of the requisite percentage of Notes of such Series in accordance with ARTICLE IX; (7) to the extent required in accordance with the covenant described under Section 4.09applicable provisions of the Security Documents and the Intercreditor Agreement; (i) 8) in whole, at the option time of the Issuer (as confirmed in an Officer’s Certificate), over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the NotesInvestment Grade Event Election; and (k9) otherwise as to any Collateral at such time as such Collateral does not secure the Obligations under the Credit Agreement (including related secured interest rate agreements) and the obligations under the Bridge Credit Agreement, if any (or such Collateral will no longer secure the Obligations under the Credit Agreement (including related secured interest rate agreements) and the obligations under the Bridge Credit Agreement substantially concurrently with such release of Liens on such Collateral), provided, however, that, in accordance the case of any release in whole pursuant to clauses (1), (2) or (3) above, all amounts owing to the Trustee under this Indenture with respect to such series of Notes have been paid or duly provided for. Upon compliance by the Issuer with the conditions precedent set forth above, and delivery to the Trustee of an Officer’s Certificate and Opinion of Counsel, the Trustee subject to the terms of the Intercreditor Agreement shall promptly execute and deliver such documents and other instruments and authorize the making of such filings and registrations as may be necessary, requested and provided by the Issuer to evidence the release and re-conveyance to the Issuer or the applicable Guarantor of the applicable Collateral. Following the qualification of this Indenture. The Security Agent will take all necessary action reasonably requiredIndenture under the Trust Indenture Act, at any certificate or opinion required by Section 314(d) of the cost and request Trust Indenture Act in connection with obtaining the release of Collateral may be made by an Officer of the Issuer, except in cases where Section 314(d) requires that such certificate or opinion be made by an independent engineer, appraiser or other expert. Notwithstanding anything to effectuate any release of the Security Interests contrary in accordance with the provisions of this Indenture, the Intercreditor Agreement Issuer and the Guarantors will not be required to comply with all or any Additional Intercreditor Agreement portion of Section 314(d) of the Trust Indenture Act if they determine in good faith that under the terms of that section or any interpretation or guidance as to the meaning thereof of the SEC and its staff, including “no action” letters or exemptive orders, all or the relevant portion of Section 314(d) of the Trust Indenture Act is inapplicable to the released Collateral. If such releases of Collateral occur, the Issuer shall deliver to the Trustee and the relevant Security Document. Each Collateral Trustee, to the extent required by the Trust Indenture Act or interpretations thereof or guidance promulgated with respect thereto: (a) annual audited financial statements of Parent (which delivery will be deemed to have occurred to the releases set forth above shall be effected extent such financial statements are filed with the SEC via XXXXX or any successor electronic delivery procedure) no later than the June 30 following the end of each fiscal year of Parent and (b) a certificate by January 15 and July 15 of each year stating that all such dispositions of Collateral occurring during the six months ended December 31 or June 30, respectively, prior to the date of such certificate occurred in the ordinary course of business, were permitted by the Security Agent without Documents and that the consent proceeds of any such dispositions were used as permitted by this Indenture and the holders or any action on the part of the TrusteeSecurity Documents.

Release of the Collateral. The Collateral will be automatically and unconditionally released: (a) in connection with any sale, assignment, transfer, conveyance or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale or other disposition does not violate this Indenture; (b) in connection with any sale, transfer or other disposition of Capital Stock of a Guarantor or any holding company of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (c) in accordance with an enforcement action pursuant to the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, Indenture provided that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Rating Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (f) in accordance with Article 9 of this Indenture; (g) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.094.15; (i) at the option of the Issuer (as confirmed in an Officer’s Certificate), over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (kj) otherwise in accordance with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request of the Issuer, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent without the consent of the holders Holders or any action on the part of the Trustee.

Release of the Collateral. The Collateral will be automatically and unconditionally released: (a) in connection with any sale, assignment, transfer, conveyance or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale or other disposition does not violate this Indenture; (b) in connection with any sale, transfer or other disposition of Capital Stock of a Guarantor or any holding company of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (c) in accordance with an enforcement action pursuant to the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “"Ba2” " or lower from Xxxxx’x and a rating Moody's xxx x xating of “"BB” " or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P Moody's xx X&X then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (f) in accordance with Article 9 of this Indenture; (g) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in an Officer’s 's Certificate), over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request of the Issuer, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent without the consent of the holders Holders or any action on the part of the Trustee.

Release of the Collateral. The Collateral will be automatically and unconditionally released: (a) in connection with any sale, assignment, transfer, conveyance or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale or other disposition does not violate this Indenture; (b) in connection with any sale, transfer or other disposition of Capital Stock of a Guarantor or any holding company of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (c) in accordance with an enforcement action pursuant to the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (f) in accordance with Article 9 of this Indenture; (g) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; Upon (i) at confirmation in writing from the option Trustee of the Issuer (as confirmed in an Officer’s Certificate), over any intercompany loan or note to the extent that the amount outstanding full and final payment and performance of all obligations under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of this Indenture and the Notes; and (kii) otherwise confirmation in writing from the Trustee of the surrender of all outstanding Notes issued under this Indenture to the Trustee for cancellation; (iii) the release of the Collateral in accordance with the terms of this Section 11.04 and the Security Documents; or (iv) any other release of the Collateral as security for obligations of the Issuer under this Indenture. The , the Security Agent shall disclaim and give up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents and shall no longer be deemed to hold the Lien in the Collateral for the benefit of the Holders. (b) Liens granted in favor of the Notes will take all necessary action reasonably requiredbe automatically and unconditionally released (and, at the cost and upon request of the Issuer, the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to effectuate any the Trustee) take such actions as shall be required to release such Liens): (i) upon legal defeasance, covenant defeasance or satisfaction and discharge of the Security Interests Indenture as provided under Sections 8.02, 8.03 and 8.05; (ii) upon the full and final payment of the Notes and performance of all Obligations of the Issuer under this Indenture and the Notes; (iii) as described in Article Nine; (iv) as otherwise permitted in accordance with this Indenture and the Security Documents; (v) in connection with any Permitted Reorganization; (vi) with respect to the Liens over the Qualified Capital Stock of the prospective Listed Company issued and offered to the public by such Listed Company, and any Liens over the Qualified Capital Stock of the Restricted Subsidiaries of the Listed Company securing the Notes, in connection with, or in contemplation or anticipation of, a sale of such Qualified Capital Stock in a Public Equity Offering, upon the delivery, on or after the commencement of the marketing of such Public Equity Offering, of a certificate by a responsible officer of the Issuer or such Restricted Subsidiary, to the Trustee and the Security Agent as would be reasonably necessary, in the good faith judgment of such officer, to enable the prompt and expeditious release of such Liens prior to the settlement of the relevant transaction pursuant to the procedures and customs of the relevant securities exchange, having regard, among other things, to the clearing, settlement and custodial arrangements and procedures of the relevant securities exchange; or (vii) with respect to the Liens over the Qualified Capital Stock of the Listed Company held by the Issuer or a Restricted Subsidiary of the Issuer, in connection with, contemplation or anticipation of a secondary sale of such Qualified Capital Stock that does not violate the provisions of this Indenture, upon the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each delivery of a certificate by a responsible officer of the releases set forth above shall be effected by Issuer or such Restricted Subsidiary, to the Trustee and the Security Agent without as would be reasonably necessary, in the consent good faith judgment of such officer, to enable the prompt and expeditious release of such Liens prior to the settlement of the relevant transaction pursuant to the procedures and customs of the relevant securities exchange, having regard, among other things, to the clearing, settlement and custodial arrangements and procedures of the relevant securities exchange. In the event that the shares of Qualified Capital Stock released in accordance with clause (vi) or (vii) above are not sold by the time contemplated in the associated underwriting or purchase agreement (as extended by any waiver or other agreements) the Issuer will grant a similar lien in favor of the Security Agent for the benefit of the holders or any action on the part of the TrusteeNotes as soon as practicable, such Liens to be subject to substantially similar release provisions as described herein, applicable mutatis mutandi.

Release of the Collateral. The (a) To the extent a release is required by a Security Document or any Intercreditor Agreement, the Security Agent shall automatically release, and the Trustee (as applicable) shall release and, if so requested, be deemed to direct the Security Agent to automatically release, without the need for consent of the Holders or any further action, Liens on the Collateral will be automatically and unconditionally releasedsecuring the Notes: (ai) as to all of the Collateral, upon payment in connection with any salefull of principal of, assignmentinterest and all other Obligations (in each case, transferother than contingent or unliquidated obligations or liabilities) on, conveyance or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale or other disposition does not violate Notes issued under this Indenture; (bii) in connection with any saleas to the Collateral held by a Guarantor, transfer or other disposition upon release of Capital Stock of a Guarantor or any holding company the Note Guarantee of such Guarantor (with respect to a Person that is not (either before or after giving effect to the Liens securing such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (cNote Guarantee granted by such Guarantor) in accordance with an enforcement action pursuant to the applicable provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (fiii) upon the consummation of any transaction permitted by this Indenture as a result of which such Guarantor ceases to be a Subsidiary of the Issuer or otherwise ceases to be a Guarantor; (iv) as to any Collateral, upon any sale or other transfer by any Guarantor of any Collateral that is permitted under this Indenture to any person that is not a Guarantor (but excluding any transaction subject to ‎‎Article Five); (v) as to any Collateral held by a Guarantor, if the Issuer designates such Guarantor to be an Unrestricted Subsidiary in accordance with Article 9 the applicable provisions of this Indenture, the release of the property and assets of and Capital Stock issued by such Unrestricted Subsidiary; (gvi) in connection with certain enforcement actions taken by the creditors under certain secured indebtedness of the Issuer and its Subsidiaries as provided under any Intercreditor Agreement, or otherwise in compliance with any Intercreditor Agreement; (vii) as may be permitted by ‎‎Section 4.22, ‎Section 9.01 or ‎Section ‎9.02; (viii) in order to effectuate a (i) merger, consolidation, amalgamation, conveyance, transfer or other business combination conducted in compliance with ‎‎Section 5.01 or (ii) a reconstitution or merger for the purpose of re-flagging a Vessel in compliance with ‎‎Section 4.24; and (ix) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Notes, the Note Guarantees and this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in an Officer’s Certificate), over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request of the Issuer, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document‎Article Eight. Each of the foregoing releases set forth above shall be effected automatic without any further action by the Security Agent and without the consent of the holders Holders or any action on the part of the Trustee. (b) Any release of Collateral made in compliance with this ‎‎Section 11.04 shall not be deemed to impair the Lien under the Security Documents or the Collateral thereunder in contravention of the provisions of this Indenture, any Intercreditor Agreement or the Security Documents (including ‎‎Section 4.22 hereof). (c) Upon the Issuer’s or any Guarantor’s request, the Security Agent shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Indenture; provided that the Issuer or such Guarantor shall have delivered an Officer’s Certificate (which the Trustee and Security Agent may rely upon in connection with such release) to the Trustee and the Security Agent setting forth that the specified release complies with the terms of this Indenture.

Release of the Collateral. The (a) Upon (i) confirmation in writing from the Trustee of the full and final payment and performance of all obligations under this Indenture and the Notes; (ii) confirmation in writing from the Trustee of the surrender of all outstanding Notes issued under this Indenture to the Trustee for cancellation; (iii) the release of the Collateral in accordance with the terms of this Section 11.04 and the terms of the Intercreditor Agreement, the RSA Intercreditor Agreement, any additional intercreditor agreement and the Security Documents (which terms, in the event of an inconsistency with the terms of this Indenture, will prevail); or (iv) any other release of the Collateral as security for obligations of the Issuer or a Guarantor under this Indenture, the Security Agent shall disclaim and give up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents, and shall no longer be deemed to hold the Lien in the Collateral for the benefit of the Holders. (b) Liens granted by a Guarantor (and the Liens, if any, over the Capital Stock of such Guarantor) will be automatically and unconditionally released: released (a) in connection with any saleand, assignment, transfer, conveyance or other disposition upon request of such property or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiaryany Guarantor, if the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions at the direction of the Issuer as shall be required to release such Liens): (i) upon any sale or other disposition does not violate this Indenture; (b) in connection with any sale, transfer or other disposition of (A) Capital Stock of a Guarantor following which such Guarantor is no longer a Restricted Subsidiary or any holding company (B) all or substantially all the properties and assets of such a Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer, a Restricted Subsidiary or any Affiliate of the Issuer and that complies with Section 4.09; (ii) in connection with certain enforcement actions taken in accordance with the terms of the Intercreditor Agreement and the RSA Intercreditor Agreement and any additional intercreditor agreement; (iii) in the case of a Guarantor that is released from its Guarantee pursuant to the terms of this Indenture, the release of the property, assets and Capital Stock of such Guarantor; (iv) upon the designation of such Guarantor as an Unrestricted Subsidiary; (v) in a transaction that complies with Article Five; (vi) as described under the last paragraph of Section 4.07; and (vii) in connection with any redress liability management exercise pursuant to clause (xiv) of the definition Asset Sales or clause (q) of the definition Permitted Investment, (c) Upon request of the Issuer or a Subsidiaryany Guarantor, if the in connection with any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition does not violate of assets or property permitted by this IndentureIndenture (including, without limitation, Section 4.09, 4.11, and 4.13 hereof), the Guarantor ceases Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to be a Guarantor as a result the Trustee) take such actions at the direction of the saleIssuer as shall be required (as more particularly described in paragraph (e) of this Section) to release its Security Interest in any Collateral being disposed of in such disposition, transfer or other disposition; (c) to the extent necessary to permit consummation of such disposition in accordance with an enforcement action pursuant to this Indenture and the provisions of Security Documents, the Intercreditor Agreement or Trustee and the Security Agent shall receive full payment therefor from the Issuer for any Additional Intercreditor Agreement;costs incurred thereby. (d) upon Any release of Collateral made in compliance with this Section 11.04 shall not be deemed to impair the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured Lien under the Security Documents or the Collateral thereunder in a manner that would require contravention of the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 provisions of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, Indenture or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes;Security Documents. (e) if any of In the Security Interests no longer secure event that the Senior Revolving Credit Facilities (Issuer or any refinancing thereof) (in which case Guarantor seeks to release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (f) in accordance with Article 9 of this Indenture; (g) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in or such Guarantor shall deliver an Officer’s Certificate), over any intercompany loan or note Certificate (upon which the Trustee and Security Agent shall conclusively rely in connection with such release) to the extent Trustee and the Security Agent setting forth that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance specified release complies with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request Upon receipt of the IssuerOfficer’s Certificate and if so requested by the Issuer or such Guarantor, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent without shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the consent release of the holders or any action on the part of the TrusteeCollateral permitted to be released pursuant to this Indenture.

Release of the Collateral. The Collateral will be automatically and unconditionally released: (a) in connection with any sale, assignment, transfer, conveyance or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer Company or a Subsidiary, if the sale or other disposition does not violate this the Indenture; (b) in connection with any sale, transfer or other disposition of Capital Stock of a Relevant Guarantor or any holding company of such Relevant Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer Company or a Subsidiary, if the sale, transfer or other disposition does not violate this the Indenture, and the Relevant Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (c) in accordance with an enforcement action pursuant to the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 to Sections 5.3 or 5.4 of this First Supplemental Indenture; (e) in accordance with Article IX of the Base Indenture; (f) in accordance with upon satisfaction and discharge of the Indenture or Defeasance or Covenant Defeasance as provided under Article 9 VIII of this First Supplemental Indenture; (g) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in an Officer’s Certificate), over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the 2019 Notes; and (kh) otherwise in accordance with the terms of this the Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request of the IssuerCompany, to effectuate any release of the Security Interests in accordance with the provisions of this the Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent without the consent of the holders Holders or any action on the part of the Trustee.

Release of the Collateral. The (a) To the extent a release is required by a Security Document, the Security Agent shall release, and the Trustee (as applicable) shall release and if so requested direct the Security Agent to release, without the need for consent of the Holders of the Notes, Liens on the Collateral will be automatically and unconditionally releasedsecuring the Notes: (a1) as to all of the Collateral, upon payment in connection with any salefull of principal of, assignment, transfer, conveyance interest and all other Note Obligations or other disposition of such property discharge or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale or other disposition does not violate this Indenturedefeasance thereof; (b2) in connection with any saleas to the Collateral held by a Guarantor, transfer or other disposition upon release of Capital Stock of a Guarantor or any holding company the Note Guarantee of such Guarantor (with respect to a Person that is not (either before or after giving effect to the Liens securing such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (cNote Guarantee granted by such Guarantor) in accordance with an enforcement action pursuant to the applicable provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (f3) as to any Collateral, in accordance connection with any disposition or transfer of such Collateral to any Person (but excluding any transaction subject to Article 9 Five); provided that if the Collateral is disposed of or transferred to the Issuer or a Guarantor, the relevant Collateral becomes immediately subject to a substantially equivalent Lien in favor of the Security Agent securing the Notes; provided, further, that, in each case, such disposition or transfer is permitted by this IndentureIndenture and the Intercreditor Agreements; (g4) upon Legal Defeasanceas to any Collateral held by a Subsidiary Guarantor, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) if the Issuer designates such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in an Officer’s Certificate), over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request of the Issuer, to effectuate any release of the Security Interests in accordance with the applicable provisions of this Indenture, the release of the property, assets and Capital Stock of such Unrestricted Subsidiary upon such designation; (5) in connection with certain enforcement actions taken by the creditors under certain secured indebtedness of the Company and its Subsidiaries as provided under the Intercreditor Agreement Agreements, or otherwise in compliance with the Intercreditor Agreements; (6) as may be permitted by Section 4.22, Section 9.01 or Section 9.02; (7) in order to effectuate (i) a merger, consolidation, conveyance, transfer or other business combination conducted in compliance with Section 5.01 or (ii) a re-flagging of a vessel; provided such vessel and its related assets constituting Collateral remain pledged (or become immediately re-pledged) as Collateral to secure the Note Obligations pursuant to liens ranking pari passu with or higher in priority than the Liens on the Collateral securing the Note Obligations prior to such release and re-flagging or (iii) a reconstitution or merger for the purpose of re-flagging a vessel in compliance with Section 4.24; and (8) as to all of the Collateral, upon the first date following the Issue Date on which (i) the Issuer (or, if the Issuer is not rated, Carnival plc) has received corporate or issuer credit ratings (or equivalent) that are Investment Grade Ratings from at least two of the Rating Agencies and (ii) no Default has occurred and is continuing under this Indenture (the occurrence of the events described in the foregoing clauses (i) and (ii) referred to as a “Security Fall-Away Event”), regardless of whether the conditions set forth in clauses (i) and (ii) continue to be satisfied. In connection with any Additional Intercreditor Agreement and release of Collateral pursuant to Section 11.04(a)(3) above, such disposition or transfer may only be deemed to be excluded from the relevant Security Documentdefinition of “Asset Sale” pursuant to clause (2) of the second paragraph of such definition if either (i) such disposition or transfer is necessary or advisable for the conduct of the Permitted Business in the good faith determination of the Issuer, or (ii) such assets or Equity Interests are or remain pledged as Collateral to secure the Note Obligations pursuant to Liens ranking pari passu with or higher in priority than the Liens on the Collateral securing the Note Obligations prior to such disposition or transfer. Any such determination pursuant to clause (i) of the foregoing sentence shall be set forth in an Officer’s Certificate of the Issuer. Each of the releases set forth above in accordance with this Section 11.04 shall be effected by the Security Agent without the consent of the holders Holders of the Notes or any action on the part of the Trustee.. In addition, upon a Security Fall-Away Event, the Company and its Restricted Subsidiaries shall, without the consent of any of the Holders of Notes, the Trustee, the Security Agent or any other party (to the extent permitted under Applicable Law), be permitted to terminate or otherwise modify the relevant Security Documents and other Note Documents relating thereto to give effect to such release. Any release made in compliance with this Section 11.04 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 (including Section 4.22 hereof). In the event that the Issuer or any Guarantor seeks to release Collateral pursuant to Section 11.04(a), the Issuer or such Guarantor shall deliver an Officer’s Certificate (which the Trustee and Security Agent shall rely upon in connection with such release) to the Trustee and the Security Agent setting forth that the specified release complies with the terms of this

Release of the Collateral. The (a) Upon (i) confirmation in writing from the Trustee of the full and final payment and performance of all obligations under this Indenture and the Notes; (ii) confirmation in writing from the Trustee of the surrender of all outstanding Notes issued under this Indenture to the Trustee for cancellation; (iii) the release of the Collateral in accordance with the terms of this Section 11.04 and the Security Documents; or (iv) any other release of the Collateral as security for obligations of the Issuers or a Guarantor under this Indenture, the Security Agent shall disclaim and give up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents and shall no longer be deemed to hold the Lien in the Collateral for the benefit of the Holders. (b) Liens granted by a Subsidiary Guarantor (and the Liens, if any, over the Capital Stock of such Subsidiary Guarantor) will be automatically and unconditionally released:released (and, upon request of the Issuers or any Guarantor, the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as shall be required to release such Liens): (ai) in connection with upon any sale, assignment, transfer, conveyance sale or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transactionA) the Issuer or a Subsidiary, if the sale or other disposition does not violate this Indenture; (b) in connection with any sale, transfer or other disposition of Capital Stock of a Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Restricted Subsidiary or, (B) all or any holding company substantially all of such the properties and assets of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer Parent Guarantor or a Subsidiary, if the sale, transfer or other disposition Restricted Subsidiary that does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other dispositionSection 4.09; (cii) in the event that all of the Capital Stock of such Subsidiary Guarantor is sold or otherwise disposed of pursuant to an enforcement of the security over the Capital Stock of such Subsidiary Guarantor under the applicable Security Document(s) in accordance with an enforcement action pursuant to the provisions terms of the Intercreditor Agreement or any Additional Intercreditor Agreement; (diii) upon the Notes having achieved Investment Grade Statusdesignation of such Subsidiary Guarantor as an Unrestricted Subsidiary; (iv) in the circumstances set forth in Section 5.01(c); and (v) as described in Article Nine. (c) Upon request of the Issuers or any Guarantor, so long in connection with any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition of assets or property permitted by this Indenture (including, without limitation, Sections 4.09, 4.13 and 4.14 hereof), the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as no shall be required (as more particularly described in this Section 11.04(f)) to release its Security Interest in any Collateral being disposed in such disposition, to the extent necessary or advisable to permit consummation of such disposition in accordance with this Indenture and the Security Documents and the Trustee shall receive full payment therefor from the Issuers for any costs Incurred thereby. (d) Upon the request of the Issuers, the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as shall be required (as more particularly described in Section 11.04(f)) to release its Security Interest in any assets constituting inventories and accounts receivable (and other indebtedness is at that time secured assets customarily relating to inventories and accounts receivable such as insurance proceeds, books and records and other assets) in a manner that would require connection with the granting of a mortgagesecurity interest in such Collateral to secure new Debt (where such Debt and security interest are permitted by Section 4.06(b)(2), security interestas certified to the Trustee in an Officer’s Certificate and an Opinion of Counsel which certification and opinion shall be conclusive); provided that if the Parent Guarantor or any of its Restricted Subsidiaries owning such assets grants a Silent Second Lien over such assets in favor of any other Debt, chargethey shall also grant a Silent Second Lien in such released Collateral in favor of the Security Agent (on its own behalf and on behalf of the Holders); provided further that upon the release of such Silent Second Liens securing such other Debt, encumbrance, pledge or other lien the Liens in favor of the Security Agent (on its own behalf and on behalf of the Trustee for the holders of the Notes) shall be automatically released. The Issuers shall provide the Security Agent and the Trustee with an Opinion of Counsel regarding the validity and enforceability of any Silent Second Lien granted pursuant to Section 4.11 the foregoing, which opinion may be subject to exceptions, limitations and exclusions reasonably determined by such counsel to be necessary or appropriate, in light of this Indenture; provided, however, that at any time applicable law in the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes;relevant jurisdiction. (e) if any Any release of Collateral made in compliance with this Section 11.04 shall not be deemed to impair the Lien under the Security Documents or the Collateral thereunder in contravention of the Security Interests no longer secure the Senior Revolving Credit Facilities (provisions of this Indenture or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture;Documents. (f) in accordance with Article 9 of this Indenture; (g) upon Legal DefeasanceIn the event that the Issuers or any Guarantor seeks to release Collateral, Covenant Defeasance the Issuers or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in such Guarantor shall deliver an Officer’s Certificate), over any intercompany loan or note Certificate (which the Trustee and Security Agent shall rely upon in connection with such release) to the extent Trustee and the Security Agent setting forth that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance specified release complies with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request Upon receipt of the IssuerOfficer’s Certificate and if so requested by the Issuers or such Guarantor, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent without shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the consent release of the holders or any action on the part of the TrusteeCollateral permitted to be released pursuant to this Indenture.

Release of the Collateral. The (a) Upon (i) confirmation in writing from the Trustee of the full and final payment and performance of all obligations under this Indenture and the Notes; (ii) confirmation in writing from the Trustee of the surrender of all outstanding Notes issued under this Indenture to the Trustee for cancellation; (iii) the release of the Collateral in accordance with the terms of this Section 11.04 and the Security Documents; or (iv) any other release of the Collateral as security for obligations of the Issuers or a Guarantor under this Indenture, the Security Agent shall disclaim and give up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents and shall no longer be deemed to hold the Lien in the Collateral for the benefit of the Holders. (b) Liens granted by a Subsidiary Guarantor (and the Liens, if any, over the Capital Stock of such Subsidiary Guarantor) will be automatically and unconditionally released:released (and, upon request of the Issuers or any Guarantor, the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as shall be required to release such Liens): (ai) in connection with upon any sale, assignment, transfer, conveyance sale or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transactionA) the Issuer or a Subsidiary, if the sale or other disposition does not violate this Indenture; (b) in connection with any sale, transfer or other disposition of Capital Stock of a Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Restricted Subsidiary or, (B) all or any holding company substantially all of such the properties and assets of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer Parent Guarantor, a Restricted Subsidiary or a Subsidiary, if any Affiliate of the sale, transfer or other disposition Parent Guarantor and that does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other dispositionSection 4.09; (cii) in the event that all of the Capital Stock of such Subsidiary Guarantor is sold or otherwise disposed of pursuant to an enforcement of the security over the Capital Stock of such Subsidiary Guarantor under the applicable Security Document(s) in accordance with an enforcement action pursuant to the provisions terms of the Intercreditor Agreement or any Additional Intercreditor Agreement; (diii) upon the Notes having achieved Investment Grade Statusdesignation of such Subsidiary Guarantor as an Unrestricted Subsidiary; (iv) in the circumstances set forth in Section 5.01(c); and (v) as described in Article Nine. (c) Upon request of the Issuers or any Guarantor, so long in connection with any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition of assets or property permitted by this Indenture (including, without limitation, Sections 4.09, 4.13 and 4.14 hereof), the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as no shall be required (as more particularly described in paragraph (f) of this Section) to release its Security Interest in any Collateral being disposed in such disposition, to the extent necessary to permit consummation of such disposition in accordance with this Indenture and the Security Documents and the Trustee shall receive full payment therefor from the Issuers for any costs Incurred thereby. (d) Upon the request of the Issuers, the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as shall be required (as more particularly described in paragraph (f) of this Section) to release its Security Interest in any assets constituting inventories and accounts receivable (and other indebtedness is at that time secured assets customarily relating to inventories and accounts receivable such as insurance proceeds, books and records and other assets) in a manner that would require connection with the granting of a mortgagesecurity interest in such Collateral to secure new Debt (where such Debt and security interest are permitted by Section 4.06(b)(2), security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, as certified to the extent permitted Trustee in an Officer’s Certificate and an Opinion of Counsel which certification and opinion shall be conclusive); provided that the Parent Guarantor and its Restricted Subsidiaries owning such assets shall grant, immediately after such security interest is granted in respect of the new Debt, a Silent Second Lien in such released Collateral in favor of the Security Agent (on its own behalf and on behalf of the Holders); provided further that the Issuers shall provide the Security Agent and the Trustee with an Opinion of Counsel regarding the validity and enforceability of Silent Second Lien, which opinion may be subject to exceptions, limitations and exclusions reasonably determined by Applicable Lawsuch counsel to be necessary or appropriate, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure in light of applicable law in the obligations under the Notes;relevant jurisdiction. (e) if any Any release of Collateral made in compliance with this Section 11.04 shall not be deemed to impair the Lien under the Security Documents or the Collateral thereunder in contravention of the Security Interests no longer secure the Senior Revolving Credit Facilities (provisions of this Indenture or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture;Documents. (f) in accordance with Article 9 of this Indenture; (g) upon Legal DefeasanceIn the event that the Issuers or any Guarantor seeks to release Collateral, Covenant Defeasance the Issuers or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in such Guarantor shall deliver an Officer’s Certificate), over any intercompany loan or note Certificate (which the Trustee and Security Agent shall rely upon in connection with such release) to the extent Trustee and the Security Agent setting forth that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance specified release complies with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request Upon receipt of the IssuerOfficer’s Certificate and if so requested by the Issuers or such Guarantor, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent without shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the consent release of the holders or any action on the part of the TrusteeCollateral permitted to be released pursuant to this Indenture.

Release of the Collateral. The Collateral will be automatically and unconditionally released: (a) in connection with any saleSubject to the payment of its reasonable fees and expenses pursuant to Section 6.07 hereof and upon Issuer Request, assignmentthe Indenture Trustee may, transferand when required by the provisions of this Indenture shall, conveyance or other disposition of such property or assets execute instruments reasonably acceptable to a Person that is not (either before or after giving effect it and prepared and delivered to such transaction) it by the Issuer or a Subsidiarythe Servicer, if the sale or other disposition does not violate this Indenture; (b) in connection with any sale, transfer or other disposition of Capital Stock of a Guarantor or any holding company of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (c) in accordance with an enforcement action pursuant to the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (f) in accordance with Article 9 of this Indenture; (g) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in an Officer’s Certificate), over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request acting on behalf of the Issuer, to effectuate any release property from the Lien of this Indenture, or convey the Security Interests Indenture Trustee’s interest in accordance the same, without recourse, representation or warranty in a manner as provided in the Sale and Servicing Agreement and under circumstances that are not inconsistent with the provisions of this IndentureIndenture and the other Basic Documents. No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII shall be bound to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the application of any moneys. (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums due to the Noteholders (and their Affiliates), the Intercreditor Agreement Initial Noteholder, the Sale Agents, the Indenture Trustee, the Owner Trustee and the Collateral Custodian under the Basic Documents have been paid, release any remaining portion of the Collateral that secured the Notes from the Lien of this Indenture and release to the Issuer or any Additional Intercreditor Agreement other Person entitled thereto any funds then on deposit in the Trust Accounts. The Indenture Trustee shall release property from the Lien of this Indenture pursuant to this subsection (b) only upon receipt of an Issuer Request accompanied by an Officer’s Certificate and an Opinion of Counsel meeting the relevant Security Document. Each applicable requirements of the releases set forth above shall be effected by the Security Agent without the consent of the holders or any action on the part of the Trustee.Section 11.01 hereof

Release of the Collateral. The (a) To the extent a release is required by a Security Document, Lienx xxxnted hereunder shall automatically release and terminate, without the need for any further action or consent by any Person, and the Collateral will shall be automatically free and unconditionally releasedclear of all such Liens: (ai) as to all of the Collateral, upon payment in connection with any salefull of principal of, assignment, transfer, conveyance interest and all other Obligations of Notes issued under this Indenture or other disposition of such property discharge or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale or other disposition does not violate this Indenturedefeasance thereof; (bii) in connection with any saleas to the Collateral held by a Guarantor, transfer or other disposition upon release of Capital Stock of a Guarantor or any holding company the Note Guarantee of such Guarantor (with respect to a Person that is not (either before or after giving effect to the Liens securing such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (cNote Guarantee granted by such Guarantor) in accordance with an enforcement action pursuant to the applicable provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (fiii) as to any Collateral, in accordance connection with any disposition or transfer of such Collateral to any Person (but excluding any transaction subject to Article 9 Five); provided that if the Collateral is disposed of to the Issuer or a Guarantor, the relevant Collateral becomes immediately subject to a substantially equivalent Lien in favor of the Security Agent securing the Notes; provided, further, that, in each case, such disposition is not restricted by this Indenture; (g) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (hiv) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed whole or in an Officer’s Certificate)part, over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request of the Issuer, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement Agreement; (v) as may be permitted by Section 4.15, Section 9.01 or any Additional Intercreditor Agreement and Section 9.02; and (vi) in order to effectuate (A) a merger, consolidation, conveyance, transfer or other business combination conducted in compliance with Section 5.01 or (B) a reconstitution or merger for the relevant Security Documentpurpose of re-flagging a Vessel in compliance with Section 4.12. Each of the foregoing releases set forth above shall be effected by the Security Agent without the consent of the holders Holders of the Notes or any action on the part of the Trustee. (b) Any release of Collateral made in compliance with this Section 11.04 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 (including Section 4.15 hereof) other than with respect to the Collateral being released. (c) In the event that the Issuer or any Guarantor seeks to release Collateral, the Issuer or such Guarantor shall deliver an Officer’s Certificate (which the Trustee and Security Agent shall rely upon in connection with such release) to the Trustee and the Security Agent, dated the date of the application of such release (which Officer’s Certificate may be combined with any other Officer’s Certificate required to be delivered pursuant to other provisions referenced in the foregoing clauses), certifying that no Default or Event of Default has occurred and is continuing or would occur as a result of such release, and that all conditions precedent in this Indenture and the Security Documents relating to the release of the Lien on the applicable Collateral have been complied with. Upon receipt of the Officer’s Certificate and if so requested by the Issuer or such Guarantor, the Security Agent shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Indenture.

Release of the Collateral. The (a) To the extent a release is required by a Security Document, the Security Agent shall release, and the Administrative Agent (as applicable) shall release and if so requested direct the Security Agent to release, without the need for consent of the Lenders, Liens on the Collateral will be automatically and unconditionally releasedsecuring the Obligations: (ai) as to all of the Collateral, upon payment in full of the Obligations; (ii) as to the Collateral held by a Guarantor, upon release of the Guarantee of such Guarantor (with respect to the Liens securing such Guarantee granted by such Guarantor) in accordance with the applicable provisions of this Agreement; (iii) as to any Collateral, in connection with any sale, assignment, transfer, conveyance disposition or other disposition transfer of such property or assets Collateral to any Person (but excluding any transaction subject to Section 6.2.4); provided that if the Collateral is disposed of to a Person that is not (either before or after giving effect to such transaction) the Issuer Borrower or a SubsidiaryGuarantor, if the sale or other disposition does not violate this Indenture; (b) in connection with any sale, transfer or other disposition of Capital Stock of a Guarantor or any holding company of such Guarantor relevant Collateral becomes immediately subject to a Person that substantially equivalent Lien in favor of the Security Agent securing the Obligations; provided, further, that, in each case, such disposition is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate permitted by this Indenture, Agreement and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (c) in accordance with an enforcement action pursuant to the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (div) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in to any Collateral held by a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization orSubsidiary Guarantor, if no rating of Xxxxx’x or S&P then exists, the equivalent of Lead Borrower designates such rating by any other Nationally Recognized Statistical Ratings Organization, Subsidiary Guarantor to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (f) in accordance with Article 9 of this Indenture; (g) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) an Unrestricted Subsidiary in accordance with the covenant described under Section 4.09applicable provisions of this Agreement, the release of the property, assets and Capital Stock of such Unrestricted Subsidiary; (iv) at in connection with certain enforcement actions taken by the option creditors under certain secured indebtedness of the Issuer (Company and its Subsidiaries as confirmed provided under the Intercreditor Agreement, or otherwise in an Officer’s Certificate), over any intercompany loan or note to compliance with the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies)Intercreditor Agreement; (jvi) upon repayment in full of the Notesas may be permitted by Section 6.2.9 or Section 11.1; and (kvii) otherwise in accordance with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request of the Issuer, order to effectuate any (i) a merger, consolidation, conveyance, transfer or other business combination conducted in compliance with Section 6.2.4 or (ii) a re-flagging of a vessel, provided such vessel and its related assets constituting Collateral remain pledged (or become immediately re-pledged) as Collateral to secure the Obligations pursuant to liens ranking pari passu with or higher in priority than the Liens on the Collateral securing the Obligations prior to such release and re-flagging or (iii) a reconstitution or merger for the purpose of the Security Interests re-flagging a vessel in accordance compliance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security DocumentSection 6.1.10. Each of the foregoing releases set forth above shall be effected by the Security Agent without the consent of the holders Lenders or any action on the part of the TrusteeAdministrative Agent. 162 (b) Any release of Collateral made in compliance with this Section 13.5 shall not be deemed to impair the Lien under the Security Documents or the Collateral thereunder in contravention of the provisions of this Agreement or the Security Documents (including Section 6.2.9). (c) In the event that the Borrowers or any Guarantor seek to release Collateral, the Lead Borrower or such Guarantor shall deliver an Officer’s Certificate (which the Administrative Agent and the Security Agent shall rely upon in connection with such release) to the Administrative Agent and the Security Agent setting forth that the specified release complies with the terms of this Agreement as well as with the terms of the relevant Security Document. Upon receipt of the Officer’s Certificate and if so requested by the Lead Borrower or such Guarantor, the Security Agent shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Agreement.

Release of the Collateral. The (a) Upon (i) confirmation in writing from the Trustee of the full and final payment and performance of all obligations under this Indenture and the Notes; (ii) confirmation in writing from the Trustee of the surrender of all outstanding Notes issued under this Indenture to the Trustee for cancellation; (iii) the release of the Collateral in accordance with the terms of this Section 11.04 and the Security Documents; or (iv) any other release of the Collateral as security for obligations of the Issuers or a Guarantor under this Indenture, the Security Agent shall disclaim and give up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents and shall no longer be deemed to hold the Lien in the Collateral for the benefit of the Holders. (b) Liens granted by a Subsidiary Guarantor (and the Liens, if any, over the Capital Stock of such Subsidiary Guarantor) will be automatically and unconditionally released:released (and, upon request of the Issuers or any Guarantor, the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as shall be required to release such Liens): (ai) in connection with upon any sale, assignment, transfer, conveyance sale or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transactionA) the Issuer or a Subsidiary, if the sale or other disposition does not violate this Indenture; (b) in connection with any sale, transfer or other disposition of Capital Stock of a Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Restricted Subsidiary or, (B) all or any holding company substantially all of such the properties and assets of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer Parent Guarantor or a Subsidiary, if the sale, transfer or other disposition Restricted Subsidiary that does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other dispositionSection 4.09; (cii) in the event that all of the Capital Stock of such Subsidiary Guarantor is sold or otherwise disposed of pursuant to an enforcement of the security over the Capital Stock of such Subsidiary Guarantor under the applicable Security Document(s) in accordance with an enforcement action pursuant to the provisions terms of the Intercreditor Agreement or any Additional Intercreditor Agreement; (diii) upon the Notes having achieved Investment Grade Statusdesignation of such Subsidiary Guarantor as an Unrestricted Subsidiary; (iv) in the circumstances set forth in Section 5.01(c); (v) as described in Article Nine; and (vi) with respect to mortgages or similar security interests in real property (other than in England and Wales or in any state of the United States) upon the replacement and/or refinancing of the Existing Secured Notes. (c) Upon request of the Issuers or any Guarantor, so long in connection with any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition of assets or property permitted by this Indenture (including, without limitation, Sections 4.09, 4.13 and 4.14 hereof), the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as no shall be required (as more particularly described in this Section 11.04(f)) to release its Security Interest in any Collateral being disposed in such disposition, to the extent necessary or advisable to permit consummation of such disposition in accordance with this Indenture and the Security Documents and the Trustee shall receive full payment therefor from the Issuers for any costs incurred thereby. Upon the request of the Issuers, the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice (d) Upon the request of the Issuers, the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as shall be required (as more particularly described in Section 11.04(f)) to release its Security Interest in any assets constituting inventories and accounts receivable (and other indebtedness is at that time secured assets customarily relating to inventories and accounts receivable such as insurance proceeds, books and records and other assets) in a manner that would require connection with the granting of a mortgagesecurity interest in such Collateral to secure new Debt (where such Debt and security interest are permitted by Section 4.06(b)(2), security interestas certified to the Trustee in an Officer’s Certificate and an Opinion of Counsel which certification and opinion shall be conclusive); provided that if the Parent Guarantor or any of its Restricted Subsidiaries owning such assets grants a Silent Second Lien over such assets in favor of any other Debt, chargethey shall also grant a Silent Second Lien in such released Collateral in favor of the Security Agent (on its own behalf and on behalf of the Holders); provided further that upon the release of such Silent Second Liens securing such other Debt, encumbrance, pledge or other lien the Liens in favor of the Security Agent (on its own behalf and on behalf of the Trustee for the holders of the Notes) shall be automatically released. The Issuers shall provide the Security Agent and the Trustee with an Opinion of Counsel regarding the validity and enforceability of any Silent Second Lien granted pursuant to Section 4.11 the foregoing, which opinion may be subject to exceptions, limitations and exclusions reasonably determined by such counsel to be necessary or appropriate, in light of this Indenture; provided, however, that at any time applicable law in the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes;relevant jurisdiction. (e) if any Any release of Collateral made in compliance with this Section 11.04 shall not be deemed to impair the Lien under the Security Documents or the Collateral thereunder in contravention of the Security Interests no longer secure the Senior Revolving Credit Facilities (provisions of this Indenture or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture;Documents. (f) in accordance with Article 9 of this Indenture; (g) upon Legal DefeasanceIn the event that the Issuers or any Guarantor seeks to release Collateral, Covenant Defeasance the Issuers or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in such Guarantor shall deliver an Officer’s Certificate), over any intercompany loan or note Certificate (which the Trustee and Security Agent shall rely upon in connection with such release) to the extent Trustee and the Security Agent setting forth that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance specified release complies with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request Upon receipt of the IssuerOfficer’s Certificate and if so requested by the Issuers or such Guarantor, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent without shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the consent release of the holders or any action on the part of the TrusteeCollateral permitted to be released pursuant to this Indenture.

Release of the Collateral. The (a) Upon (i) confirmation in writing from the Trustee of the full and final payment and performance of all obligations under this Indenture and the Notes; (ii) confirmation in writing from the Trustee of the surrender of all outstanding Notes issued under this Indenture to the Trustee for cancellation; (iii) the release of the Collateral in accordance with the terms of this Section 11.04 and the Security Documents; or (iv) any other release of the Collateral as security for obligations of the Issuer under this Indenture, the Security Agent shall disclaim and give up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents and shall no longer be deemed to hold the Lien in the Collateral for the benefit of the Holders. (b) Liens granted in favor of the Notes will be automatically and unconditionally released:released (and, upon request of the Issuer, the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as shall be required to release such Liens): (a) in connection with any sale, assignment, transfer, conveyance or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale or other disposition does not violate this Indenture; (b) in connection with any sale, transfer or other disposition of Capital Stock of a Guarantor or any holding company of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (c) in accordance with an enforcement action pursuant to the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (di) upon the Notes having achieved Investment Grade Statuslegal defeasance, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (f) in accordance with Article 9 of this Indenture; (g) upon Legal Defeasance, Covenant Defeasance covenant defeasance or satisfaction and discharge of this Indenture as provided under Article 8 Sections 8.02, 8.03 and Section 11.018.05; (hii) upon the full and final payment of the Notes and performance of all Obligations of the Issuer under this Indenture and the Notes; (iii) as described in Article Nine; (iv) as otherwise permitted in accordance with this Indenture and the covenant described under Section 4.09Security Documents; (iv) at in connection with any Permitted Reorganization; (vi) with respect to the option Liens over the Qualified Capital Stock held by the Issuer or a Restricted Subsidiary of the Issuer, in connection with, contemplation or anticipation of a sale of such Qualified Capital Stock that does not violate the provisions of this Indenture; or (vii) with respect to Liens over the Escrow Accounts, upon the consummation of the redemption described in paragraph 6(b) of the Notes. In the event that the shares of Qualified Capital Stock released in accordance with clause (vi) above are not sold by the time contemplated in the associated underwriting or purchase agreement (as extended by any waiver or other agreements) the Issuer or the applicable Restricted Subsidiary of the Issuer will grant a similar lien in favor of the Security Agent for the benefit of the Holders as soon as practicable, such Liens to be subject to substantially similar release provisions as described herein, applicable mutatis mutandi. (as confirmed c) Any release of Collateral made in compliance with this Section 11.04 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) In the event that the Issuer seeks to release Collateral, the Issuer shall deliver an Officer’s Certificate), over any intercompany loan or note Certificate (which the Trustee and Security Agent shall rely upon in connection with such release) to the extent Trustee and the Security Agent setting forth that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance specified release complies with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at Upon receipt of the cost Officer’s Certificate and request of if so requested by the Issuer, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent without shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the consent release of the holders or any action on the part of the TrusteeCollateral permitted to be released pursuant to this Indenture.

Release of the Collateral. The (a) To the extent a release is required by a Security Document, the Security Agent shall automatically release, and the Trustee, if so required by the requisite holders under this Indenture (if applicable) or pursuant to a court order (if applicable), shall be deemed to direct the Security Agent to automatically release, without the need for consent of the Holders of the Notes or any further action, Liens on the Collateral will be automatically and unconditionally releasedsecuring the Notes: (ai) as to all of the Collateral, upon payment in connection with any salefull of principal of, assignmentinterest and all other Obligations (in each case, transfer, conveyance other than contingent or other disposition of such property unliquidated obligations or assets to a Person that is not (either before or after giving effect to such transactionliabilities) on the Issuer or a Subsidiary, if the sale or other disposition does not violate Notes issued under this Indenture; (bii) in connection with any saleas to the Collateral held by a Guarantor, transfer or other disposition upon release of Capital Stock of a Guarantor or any holding company the Note Guarantee of such Guarantor (with respect to a Person that is not (either before or after giving effect to the Liens securing such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (cNote Guarantee granted by such Guarantor) in accordance with an enforcement action pursuant to the applicable provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (fiii) upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Subsidiary of the Issuer or otherwise ceases to be a Guarantor; (iv) as to any Collateral, upon any sale or other transfer by any Guarantor of any Collateral that is permitted under the Indenture to any person that is not a Guarantor (but excluding any transaction subject to ‎‎Article Five); (v) as to any Collateral held by a Guarantor, if the Issuer designates such Guarantor to be an Unrestricted Subsidiary in accordance with Article 9 the applicable provisions of this Indenture, the release of the property and assets of and Capital Stock issued by such Unrestricted Subsidiary; (gvi) as may be permitted by ‎‎Section 4.22, ‎Section 9.01 or ‎Section ‎9.02; (vii) in order to effectuate a (i) merger, consolidation, amalgamation, conveyance, transfer or other business combination conducted in compliance with ‎‎Section 5.01 or (ii) a reconstitution or merger for the purpose of re-flagging a Vessel in compliance with ‎‎Section 4.24; and (viii) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Notes, the Note Guarantees and this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in an Officer’s Certificate), over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request of the Issuer, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document‎Article Eight. Each of the foregoing releases set forth above shall be effected automatic without any further action by the Security Agent and without the consent of the holders Holders of the Notes or any action on the part of the Trustee. (b) Any release of Collateral made in compliance with this ‎‎Section 11.04 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 (including ‎‎Section 4.22 hereof). (c) Upon the Issuer’s or any Guarantor’s request, the Security Agent shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Indenture; provided that the Issuer or such Guarantor shall have delivered an Officer’s Certificate (which the Trustee and Security Agent may rely upon in connection with such release) to the Trustee and the Security Agent setting forth that the specified release complies with the terms of this Indenture.

Release of the Collateral. The (a) To the extent a release is required by a Security Document, the Security Agent shall release, and the Trustee (as applicable) shall release and if so requested direct the Security Agent to release, without the need for consent of the Holders of the Notes, Liens on the Collateral will be automatically and unconditionally releasedsecuring the Notes: (a1) as to all of the Collateral, upon payment in connection with any salefull of principal of, assignment, transfer, conveyance interest and all other Obligations on the Notes issued under this Indenture or other disposition of such property discharge or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale or other disposition does not violate this Indenturedefeasance thereof; (b2) in connection with any saleas to the Collateral held by a Guarantor, transfer or other disposition upon release of Capital Stock of a Guarantor or any holding company the Note Guarantee of such Guarantor (with respect to a Person that is not (either before or after giving effect to the Liens securing such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (cNote Guarantee granted by such Guarantor) in accordance with an enforcement action pursuant to the applicable provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (f3) as to any Collateral, in accordance connection with any disposition or transfer of such Collateral to any Person (but excluding any transaction subject to Article 9 Five); provided that if the Collateral is disposed of or transferred to the Issuer or a Guarantor, the relevant Collateral becomes immediately subject to a substantially equivalent Lien in favor of the Security Agent securing the Notes; provided, further, that, in each case, such disposition or transfer is permitted by this IndentureIndenture and the Intercreditor AgreementAgreements; (g4) upon Legal Defeasanceas to any Collateral held by a Subsidiary Guarantor, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) if the Issuer designates such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in an Officer’s Certificate), over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request of the Issuer, to effectuate any release of the Security Interests in accordance with the applicable provisions of this Indenture, the release of the property, assets and Capital Stock of such Unrestricted Subsidiary; (5) in connection with certain enforcement actions taken by the creditors under certain secured indebtedness of the Company and its Subsidiaries as provided under the Intercreditor Agreement AgreementAgreements, or any Additional otherwise in compliance with the Intercreditor Agreement AgreementAgreements; (6) as may be permitted by Section 4.22, Section 9.01 or Section 9.02; and (7) in order to effectuate a (i) a merger, consolidation, conveyance, transfer or other business combination conducted in compliance with Section 5.01 or (ii) a re-flagging of a vessel, provided such vessel and its related assets constituting Collateral remain pledged (or become immediately re-pledged) as Collateral to secure the relevant Security DocumentNote Obligations pursuant to liens ranking pari passu with or higher in priority than the Liens on the Collateral securing the Note Obligations prior to such release and re-flagging or (iii) a reconstitution or merger for the purpose of re-flagging a vessel in compliance with Section 4.24. Each of the foregoing releases set forth above shall be effected by the Security Agent without the consent of the holders Holders of the Notes or any action on the part of the Trustee. (b) Any release of Collateral made in compliance with this Section 11.04 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 (including Section 4.22 hereof). (c) In the event that the Issuer or any Guarantor seeks to release Collateral, the Issuer or such Guarantor shall deliver an Officer’s Certificate (which the Trustee and Security Agent shall rely upon in connection with such release) to the Trustee and the Security Agent setting forth that the specified release complies with the terms of this Indenture. Upon receipt of the Officer’s Certificate and if so requested by the Issuer or such Guarantor, the Security Agent shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Indenture.

Release of the Collateral. The (a) Upon (i) confirmation in writing from the Trustee of the full and final payment and performance of all obligations under this Indenture and the Notes; (ii) confirmation in writing from the Trustee of the surrender of all outstanding Notes issued under this Indenture to the Trustee for cancellation; (iii) the release of the Collateral in accordance with the terms of this Section 11.04 and the Security Documents; or (iv) any other release of the Collateral as security for obligations of the Issuers or a Guarantor under this Indenture, the Security Agent shall disclaim and give up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents and shall no longer be deemed to hold the Lien in the Collateral for the benefit of the Holders. (b) Liens granted by a Subsidiary Guarantor (and the Liens, if any, over the Capital Stock of such Subsidiary Guarantor) will be automatically and unconditionally released:released (and, upon request of the Issuers or any Guarantor, the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as shall be required to release such Liens): (ai) in connection with upon any sale, assignment, transfer, conveyance sale or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transactionA) the Issuer or a Subsidiary, if the sale or other disposition does not violate this Indenture; (b) in connection with any sale, transfer or other disposition of Capital Stock of a Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Restricted Subsidiary or, (B) all or any holding company substantially all of such the properties and assets of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer Parent Guarantor or a Subsidiary, if the sale, transfer or other disposition Restricted Subsidiary that does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other dispositionSection 4.09; (cii) in the event that all of the Capital Stock of such Subsidiary Guarantor is sold or otherwise disposed of pursuant to an enforcement of the security over the Capital Stock of such Subsidiary Guarantor under the applicable Security Document(s) in accordance with an enforcement action pursuant to the provisions terms of the Intercreditor Agreement or any Additional Intercreditor Agreement; (diii) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary; (iv) in the circumstances set forth in Section 5.01(c); (v) as described in Article Nine; and (vi) with respect to mortgages or similar security interests in real property (other than in England and Wales or in any state of the United States) upon the replacement and/or refinancing of the Existing Secured Notes. (c) Upon request of the Issuers or any Guarantor, in connection with any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition of assets or property permitted by this Indenture (including, without limitation, Sections 4.09, 4.13 and 4.14 hereof), the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as shall be required (as more particularly described in this Section 11.04(f)) to release its Security Interest in any Collateral being disposed in such disposition, to the extent necessary or advisable to permit consummation of such disposition in accordance with this Indenture and the Security Documents and the Trustee shall receive full payment therefor from the Issuers for any costs incurred thereby. Upon the request of the Issuers, the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as shall be required (as more particularly described in Section 11.04(f)) to release its Security Interest in any real property (other than any real property in England and Wales or any state of the United States, in connection with the replacement or refinancing of the Existing Secured Notes having achieved Investment Grade Statusin accordance with Section 11.04(b)(vi). ​ ​ (d) Upon the request of the Issuers, so long the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as no shall be required (as more particularly described in Section 11.04(f)) to release its Security Interest in any assets constituting inventories and accounts receivable (and other indebtedness is at that time secured assets customarily relating to inventories and accounts receivable such as insurance proceeds, books and records and other assets) in a manner that would require connection with the granting of a mortgagesecurity interest in such Collateral to secure new Debt (where such Debt and security interest are permitted by Section 4.06(b)(2), security interestas certified to the Trustee in an Officer’s Certificate and an Opinion of Counsel which certification and opinion shall be conclusive); provided that if the Parent Guarantor or any of its Restricted Subsidiaries owning such assets grants a Silent Second Lien over such assets in favor of any other Debt, charge, encumbrance, pledge or other lien pursuant to Section 4.11 they shall also grant a Silent Second Lien in such released Collateral in favor of this Indenturethe Security Agent (on its own behalf and on behalf of the Holders); provided, howeverfurther, that at any time upon the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent release of such rating by either Silent Second Liens securing such rating organization or, if no rating of Xxxxx’x or S&P then existsother Debt, the equivalent Liens in favor of such rating by the Security Agent (on its own behalf and on behalf of the Trustee for the holders of the Notes) shall be automatically released. The Issuers shall provide the Security Agent and the Trustee with an Opinion of Counsel regarding the validity and enforceability of any other Nationally Recognized Statistical Ratings Organization, Silent Second Lien granted pursuant to the extent permitted foregoing, which opinion may be subject to exceptions, limitations and exclusions reasonably determined by Applicable Lawsuch counsel to be necessary or appropriate, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure in light of applicable law in the obligations under the Notes;relevant jurisdiction. (e) if any Any release of Collateral made in compliance with this Section 11.04 shall not be deemed to impair the Lien under the Security Documents or the Collateral thereunder in contravention of the Security Interests no longer secure the Senior Revolving Credit Facilities (provisions of this Indenture or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture;Documents. (f) in accordance with Article 9 of this Indenture; (g) upon Legal DefeasanceIn the event that the Issuers or any Guarantor seeks to release Collateral, Covenant Defeasance the Issuers or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in such Guarantor shall deliver an Officer’s Certificate), over any intercompany loan or note Certificate (which the Trustee and Security Agent shall rely upon in connection with such release) to the extent Trustee and the Security Agent setting forth that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance specified release complies with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request Upon receipt of the IssuerOfficer’s Certificate and if so requested by the Issuers or such Guarantor, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent without shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the consent release of the holders or any action on the part of the TrusteeCollateral permitted to be released pursuant to this Indenture.

Release of the Collateral. The (a) Upon (i) confirmation in writing from the Trustee of the full and final payment and performance of all obligations under this Indenture and the Notes; (ii) confirmation in writing from the Trustee of the surrender of all outstanding Notes issued under this Indenture to the Trustee for cancellation; (iii) the release of the Collateral in accordance with the terms of this Section 11.04 and the Security Documents; or (iv) any other release of the Collateral as security for obligations of the Issuers or a Guarantor under this Indenture, the Security Agent shall disclaim and give up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents and shall no longer be deemed to hold the Lien in the Collateral for the benefit of the Holders. (b) Liens granted by a Subsidiary Guarantor (and the Liens, if any, over the Capital Stock of such Subsidiary Guarantor) will be automatically and unconditionally released:released (and, upon request of the Issuers or any Guarantor, the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as shall be required to release such Liens): (ai) in connection with upon any sale, assignment, transfer, conveyance sale or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transactionA) the Issuer or a Subsidiary, if the sale or other disposition does not violate this Indenture; (b) in connection with any sale, transfer or other disposition of Capital Stock of a Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Restricted Subsidiary or, (B) all or any holding company substantially all of such the properties and assets of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer Parent Guarantor or a Subsidiary, if the sale, transfer or other disposition Restricted Subsidiary that does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other dispositionSection 4.09; (cii) in the event that all of the Capital Stock of such Subsidiary Guarantor is sold or otherwise disposed of pursuant to an enforcement of the security over the Capital Stock of such Subsidiary Guarantor under the applicable Security Document(s) in accordance with an enforcement action pursuant to the provisions terms of the Intercreditor Agreement or any Additional Intercreditor Agreement; (diii) upon the designation of such Subsidiary Guarantor as an Unrestricted Subsidiary; (iv) in the circumstances set forth in Section 5.01(c); (v) as described in Article Nine; and (vi) with respect to mortgages or similar security interests in real property (other than in England and Wales or in any state of the United States) upon the replacement and/or refinancing of the Existing Secured Notes. (c) Upon request of the Issuers or any Guarantor, in connection with any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition of assets or property permitted by this Indenture (including, without limitation, Sections 4.09, 4.13 and 4.14 hereof), the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as shall be required (as more particularly described in this Section 11.04(f)) to release its Security Interest in any Collateral being disposed in such disposition, to the extent necessary or advisable to permit consummation of such disposition in accordance with this Indenture and the Security Documents and the Trustee shall receive full payment therefor from the Issuers for any costs incurred thereby. Upon the request of the Issuers, the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice ​ ​ to the Trustee) take such actions as shall be required (as more particularly described in Section 11.04(f)) to release its Security Interest in any real property (other than any real property in England and Wales or any state of the United States, in connection with the replacement or refinancing of the Existing Secured Notes having achieved Investment Grade Statusin accordance with Section 11.04(b)(vi). (d) Upon the request of the Issuers, so long the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as no shall be required (as more particularly described in Section 11.04(f)) to release its Security Interest in any assets constituting inventories and accounts receivable (and other indebtedness is at that time secured assets customarily relating to inventories and accounts receivable such as insurance proceeds, books and records and other assets) in a manner that would require connection with the granting of a mortgagesecurity interest in such Collateral to secure new Debt (where such Debt and security interest are permitted by Section 4.06(b)(2), security interestas certified to the Trustee in an Officer’s Certificate and an Opinion of Counsel which certification and opinion shall be conclusive); provided that if the Parent Guarantor or any of its Restricted Subsidiaries owning such assets grants a Silent Second Lien over such assets in favor of any other Debt, chargethey shall also grant a Silent Second Lien in such released Collateral in favor of the Security Agent (on its own behalf and on behalf of the Holders); provided further that upon the release of such Silent Second Liens securing such other Debt, encumbrance, pledge or other lien the Liens in favor of the Security Agent (on its own behalf and on behalf of the Trustee for the holders of the Notes) shall be automatically released. The Issuers shall provide the Security Agent and the Trustee with an Opinion of Counsel regarding the validity and enforceability of any Silent Second Lien granted pursuant to Section 4.11 the foregoing, which opinion may be subject to exceptions, limitations and exclusions reasonably determined by such counsel to be necessary or appropriate, in light of this Indenture; provided, however, that at any time applicable law in the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes;relevant jurisdiction. (e) if any Any release of Collateral made in compliance with this Section 11.04 shall not be deemed to impair the Lien under the Security Documents or the Collateral thereunder in contravention of the Security Interests no longer secure the Senior Revolving Credit Facilities (provisions of this Indenture or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture;Documents. (f) in accordance with Article 9 of this Indenture; (g) upon Legal DefeasanceIn the event that the Issuers or any Guarantor seeks to release Collateral, Covenant Defeasance the Issuers or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in such Guarantor shall deliver an Officer’s Certificate), over any intercompany loan or note Certificate (which the Trustee and Security Agent shall rely upon in connection with such release) to the extent Trustee and the Security Agent setting forth that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance specified release complies with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request Upon receipt of the IssuerOfficer’s Certificate and if so requested by the Issuers or such Guarantor, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent without shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the consent release of the holders or any action on the part of the TrusteeCollateral permitted to be released pursuant to this Indenture.

Release of the Collateral. The (a) To the extent a release is required by a Security Document, the Security Agent shall automatically release, and the Trustee, if so required by the requisite holders under this Indenture (if applicable) or pursuant to a court order (if applicable), shall be deemed to direct the Security Agent to automatically release, without the need for consent of the Holders of the Notes or any further action, Liens on the Collateral will be automatically and unconditionally releasedsecuring the Notes: (ai) as to all of the Collateral, upon payment in connection with any salefull of principal of, assignmentinterest and all other Obligations (in each case, transfer, conveyance other than contingent or other disposition of such property unliquidated obligations or assets to a Person that is not (either before or after giving effect to such transactionliabilities) on the Issuer or a Subsidiary, if the sale or other disposition does not violate Notes issued under this Indenture; (bii) in connection with any saleas to the Collateral held by a Guarantor, transfer or other disposition upon release of Capital Stock of a Guarantor or any holding company the Note Guarantee of such Guarantor (with respect to a Person that is not (either before or after giving effect to the Liens securing such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (cNote Guarantee granted by such Guarantor) in accordance with an enforcement action pursuant to the applicable provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (fiii) upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Subsidiary of the Issuer or otherwise ceases to be a Guarantor; (iv) as to any Collateral, upon any sale or other transfer by any Guarantor of any Collateral that is permitted under the Indenture to any person that is not a Guarantor (but excluding any transaction subject to ‎‎Article Five); (v) as to any Collateral held by a Guarantor, if the Issuer designates such Guarantor to be an Unrestricted Subsidiary in accordance with Article 9 the applicable provisions of this Indenture, the release of the property and assets of and Capital Stock issued by such Unrestricted Subsidiary; (gvi) as may be permitted by ‎‎Section 4.22, ‎Section 9.01 or ‎Section ‎9.02; (vii) in order to effectuate a (i) merger, consolidation, amalgamation, conveyance, transfer or other business combination conducted in compliance with ‎‎Section 5.01 or (ii) a reconstitution or merger for the purpose of re-flagging a vessel in compliance with ‎‎Section 4.24; and (viii) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Notes, the Note Guarantees and this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in an Officer’s Certificate), over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request of the Issuer, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document‎Article Eight. Each of the foregoing releases set forth above shall be effected automatic without any further action by the Security Agent and without the consent of the holders Holders of the Notes or any action on the part of the Trustee. (b) Any release of Collateral made in compliance with this ‎‎Section 11.04 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 (including ‎‎Section 4.22 hereof). (c) Upon the Issuer’s or any Guarantor’s request, the Security Agent shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Indenture; provided that the Issuer or such Guarantor shall have delivered an Officer’s Certificate (which the Trustee and Security Agent may rely upon in connection with such release) to the Trustee and the Security Agent setting forth that the specified release complies with the terms of this Indenture.

Release of the Collateral. The Collateral will be automatically and unconditionally released: (a) in connection with any sale, assignment, transfer, conveyance or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer Company or a Subsidiary, if the sale or other disposition does not violate this the Indenture; (b) in connection with any sale, transfer or other disposition of Capital Stock of a Relevant Guarantor or any holding company of such Relevant Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer Company or a Subsidiary, if the sale, transfer or other disposition does not violate this the Indenture, and the Relevant Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (c) in accordance with an enforcement action pursuant to the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 to Sections 5.3 or 5.4 of this Third Supplemental Indenture; (e) in accordance with Article IX of the Base Indenture; (f) in accordance with upon satisfaction and discharge of the Indenture or Defeasance or Covenant Defeasance as provided under Article 9 VIII of this Third Supplemental Indenture; (g) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in an Officer’s Certificate), over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the 2023 Notes; and (kh) otherwise in accordance with the terms of this the Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request of the IssuerCompany, to effectuate any release of the Security Interests in accordance with the provisions of this the Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent without the consent of the holders Holders or any action on the part of the Trustee.

Release of the Collateral. The (a) To the extent a release is required by a Security Document, the Security Agent shall release, and the Administrative Agent (as applicable) shall release and if so requested direct the Security Agent to release, without the need for consent of the Lenders, Liens on the Collateral will be automatically and unconditionally releasedsecuring the Obligations: (ai) as to all of the Collateral, upon payment in full of the Obligations; (ii) as to the Collateral held by a Guarantor, upon release of the Guarantee of such Guarantor (with respect to the Liens securing such Guarantee granted by such Guarantor) in accordance with the applicable provisions of this Agreement; 156 (iii) as to any Collateral, in connection with any sale, assignment, transfer, conveyance disposition or other disposition transfer of such property or assets Collateral to any Person (but excluding any transaction subject to Section 6.2.4); provided that if the Collateral is disposed of to a Person that is not (either before or after giving effect to such transaction) the Issuer Borrower or a SubsidiaryGuarantor, if the sale or other disposition does not violate this Indenture; (b) in connection with any sale, transfer or other disposition of Capital Stock of a Guarantor or any holding company of such Guarantor relevant Collateral becomes immediately subject to a Person that substantially equivalent Lien in favor of the Security Agent securing the Obligations; provided, further, that, in each case, such disposition is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate permitted by this Indenture, Agreement and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (c) in accordance with an enforcement action pursuant to the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (div) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in to any Collateral held by a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization orSubsidiary Guarantor, if no rating of Xxxxx’x or S&P then exists, the equivalent of Lead Borrower designates such rating by any other Nationally Recognized Statistical Ratings Organization, Subsidiary Guarantor to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (f) in accordance with Article 9 of this Indenture; (g) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) an Unrestricted Subsidiary in accordance with the covenant described under Section 4.09applicable provisions of this Agreement, the release of the property, assets and Capital Stock of such Unrestricted Subsidiary; (iv) at in connection with certain enforcement actions taken by the option creditors under certain secured indebtedness of the Issuer (Company and its Subsidiaries as confirmed provided under the Intercreditor Agreement, or otherwise in an Officer’s Certificate), over any intercompany loan or note to compliance with the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies)Intercreditor Agreement; (jvi) upon repayment in full of the Notesas may be permitted by Section 6.2.9 or Section 11.1; and (kvii) otherwise in accordance with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request of the Issuer, order to effectuate any (i) a merger, consolidation, conveyance, transfer or other business combination conducted in compliance with Section 6.2.4 or (ii) a re-flagging of a vessel, provided such vessel and its related assets constituting Collateral remain pledged (or become immediately re-pledged) as Collateral to secure the Obligations pursuant to liens ranking pari passu with or higher in priority than the Liens on the Collateral securing the Obligations prior to such release and re-flagging or (iii) a reconstitution or merger for the purpose of the Security Interests re-flagging a vessel in accordance compliance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security DocumentSection 6.1.10. Each of the foregoing releases set forth above shall be effected by the Security Agent without the consent of the holders Lenders or any action on the part of the TrusteeAdministrative Agent. (b) Any release of Collateral made in compliance with this Section 13.5 shall not be deemed to impair the Lien under the Security Documents or the Collateral thereunder in contravention of the provisions of this Agreement or the Security Documents (including Section 6.2.9). (c) In the event that the Borrowers or any Guarantor seek to release Collateral, the Lead Borrower or such Guarantor shall deliver an Officer’s Certificate (which the Administrative Agent and the Security Agent shall rely upon in connection with such release) to the Administrative Agent and the Security Agent setting forth that the specified release complies with the terms of this Agreement as well as with the terms of the relevant Security Document. Upon receipt of the Officer’s Certificate and if so requested by the Lead Borrower or such Guarantor, the Security Agent shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Agreement.

Release of the Collateral. The (a) To the extent a release is required by a Security Document, the Security Agent shall automatically release, and the Trustee, if so required by the requisite holders under this Indenture (if applicable) or pursuant to a court order (if applicable), shall be deemed to direct the Security Agent to automatically release, without the need for consent of the Holders of the Notes or any further action, Liens on the Collateral will be automatically and unconditionally releasedsecuring the Notes: (ai) as to all of the Collateral, upon payment in connection with any salefull of principal of, assignmentinterest and all other Obligations (in each case, transfer, conveyance other than contingent or other disposition of such property unliquidated obligations or assets to a Person that is not (either before or after giving effect to such transactionliabilities) on the Issuer or a Subsidiary, if the sale or other disposition does not violate Notes issued under this Indenture; (bii) in connection with any saleas to the Collateral held by a Guarantor, transfer or other disposition upon release of Capital Stock of a Guarantor or any holding company the Note Guarantee of such Guarantor (with respect to a Person that is not (either before or after giving effect to the Liens securing such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (cNote Guarantee granted by such Guarantor) in accordance with an enforcement action pursuant to the applicable provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (fiii) upon the consummation of any transaction permitted by the Indenture as a result of which such Guarantor ceases to be a Subsidiary of the Issuer or otherwise ceases to be a Guarantor; (iv) as to any Collateral, upon any sale or other transfer by any Guarantor of any Collateral that is permitted under the Indenture to any person that is not a Guarantor (but excluding any transaction subject to ‎‎Article Five); (v) as to any Collateral held by a Subsidiary Guarantor, if the Issuer designates such Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Article 9 the applicable provisions of this Indenture, the release of the property and assets of and Capital Stock issued by such Unrestricted Subsidiary; (gvi) as may be permitted by ‎‎Section 4.22, ‎Section 9.01 or ‎Section ‎9.02; (vii) in order to effectuate a (i) merger, consolidation, amalgamation, conveyance, transfer or other business combination conducted in compliance with ‎‎Section 5.01 or (ii) a reconstitution or merger for the purpose of re-flagging a vessel in compliance with ‎‎Section 4.24; and (viii) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of the Notes, the Note Guarantees and this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in an Officer’s Certificate), over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request of the Issuer, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document‎Article Eight. Each of the foregoing releases set forth above shall be effected automatic without any further action by the Security Agent and without the consent of the holders Holders of the Notes or any action on the part of the Trustee. (b) Any release of Collateral made in compliance with this ‎‎Section 11.04 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 (including ‎‎Section 4.22 hereof). (c) Upon the Issuer’s or any Guarantor’s request, the Security Agent shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Indenture; provided that the Issuer or such Guarantor shall have delivered an Officer’s Certificate (which the Trustee and Security Agent may rely upon in connection with such release) to the Trustee and the Security Agent setting forth that the specified release complies with the terms of this Indenture.

Release of the Collateral. (a) The security interest created over the Collateral will by the Security Documents (the “Security Interest”) shall be automatically released, and unconditionally releasedeach Security Agent shall disclaim and give up any and all rights it has in the Collateral and any rights it has under the Security Documents: (a1) upon payment in full of the principal of, together with accrued and unpaid interest on, the Notes and all other Obligations under this Indenture, the Note Guarantees and the Security Documents that are due and payable at or prior to the time such principal, together with accrued and unpaid interest, are paid; (2) as provided in the Intercreditor Agreement and the First Priority Intercreditor Agreement; (3) upon the legal defeasance, covenant defeasance or satisfaction and discharge of the Notes as provided in Article VIII or Article XI, in each case, in accordance with the terms and conditions of this Indenture; (4) upon certain dispositions of the Collateral in compliance with either of the covenants described in Section 4.10 or Section 5.01 (and in the latter instance, if such covenant authorizes such release); (5) in the case of a Subsidiary Guarantor that is released from its Note Guarantee pursuant to the terms of this Indenture; or (6) as described under Article IX. (b) Upon request by, and at the expense of, the Issuer or any Subsidiary Guarantor in connection with any sale, lease, sale and leaseback, assignment, transfer, conveyance or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale or other disposition does not violate this Indenture; (b) in connection with any saleconveyance, transfer or other disposition of Capital Stock of a Guarantor assets or any holding company of property permitted by this Indenture (including, without limitation, such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (c) in accordance with an enforcement action pursuant to the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided4.10 and Section 5.01 hereof), howeverthe Intercreditor Agreement, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x First Priority Intercreditor Agreement and a rating of “BB” or lower from S&Pthe Security Documents, each Security Agent shall (without notice to, or vote or consent of, any Holder of Notes) take such actions as shall be required to release its Security Interest in the equivalent Collateral being disposed of in such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organizationdisposition, to the extent permitted by Applicable Lawnecessary to permit consummation of such disposition in accordance with this Indenture, such mortgagethe Intercreditor Agreement, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of First Priority Intercreditor Agreement and the Security Interests no longer secure Documents. In all cases of a disposition involving a release of Collateral, the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect Issuer shall deliver to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (f) in accordance with Article 9 of this Indenture; (g) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in Security Agent an Officer’s Certificate), over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full Certificate and an Opinion of the Notes; and (k) otherwise in accordance Counsel certifying compliance with the terms requirements of release under this Indenture. The Security Agent will take all necessary action reasonably required, at At the cost and request of the Issuer, to effectuate any such Security Agent shall execute and deliver an appropriate instrument evidencing such release (in the form provided by the Issuer). (c) Any release of the Security Interests Collateral made in accordance compliance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above in this Section 12.03 shall not be effected by deemed to impair the Lien under the Security Agent without Documents or the consent Collateral thereunder in contravention of the holders or any action on the part of the TrusteeSection 4.12 hereof.

Release of the Collateral. (a) The Collateral will be automatically and unconditionally releasedreleased from the Lien of the Notes Collateral Agent over such Collateral: (ai) in connection with any sale, assignment, transfer, conveyance or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer Company or a Subsidiaryany of its Restricted Subsidiaries, if the sale or other disposition does not violate this IndentureIndenture and if such sale or other disposition is not of all or substantially all of the assets of the Company and its Restricted Subsidiaries; (bii) in connection order to effectuate a merger, consolidation, conveyance or transfer conducted in compliance with any sale, transfer or other disposition of Capital Stock of a Guarantor or any holding company of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate this Indenture, Section 5.1 and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (c) in accordance with an enforcement action pursuant to the applicable provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; providedprovided that following such merger, howeverconsolidation, that conveyance or transfer, a Lien of at any time least equivalent ranking over the same assets or property is granted in favor of the Notes receive both a rating Collateral Agent (on its own behalf and on behalf of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, Trustee) to the extent permitted such assets or property continue to exist as assets or property of the Company or any of its Restricted Subsidiaries (or the Person formed by Applicable Law, or surviving such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notestransaction); (eiii) if any in the case of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect a Guarantor that is released from its Notes Guarantee pursuant to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 terms of this Indenture, the release of the property and assets of such Guarantor; (fiv) if the Company designates any of its Restricted Subsidiaries to be an Unrestricted Subsidiary in accordance with Article 9 the applicable provisions of this Indenture, the release of the property and assets of such Restricted Subsidiary; (gv) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 in Sections 8.2, 8.3 and Section 11.018.5, respectively; (hvi) when required pursuant to the Intercreditor Agreement, in the case of a security enforcement sale in compliance with the Intercreditor Agreement, the release of the property and assets subject to such enforcement; (vii) in accordance with Section 5.01(a) of the covenant described under Section 4.09Intercreditor Agreement; (iviii) at upon the option full and final payment and performance of all financial obligations of the Issuer (as confirmed in an Officer’s Certificate), over any intercompany loan or note to Company and the extent that Guarantors under this Indenture and the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies)Notes; (jix) upon repayment in accordance with Sections 9.1 and 9.2; (x) with respect to any Collateral released from the Lien securing obligations under the Revolving Credit Agreement except (i) in the case of a release in connection with the termination and/or payment in full of the NotesRevolving Credit Agreement or (ii) to the extent such Collateral secures any Additional Senior Secured Indebtedness or Pari Secured Indebtedness; and (kxi) otherwise if applicable, upon a release of the Lien that resulted in the creation of the Lien upon such Collateral under Section 4.7. (b) Upon any occurrence giving rise to a release as specified in Clause (a) above, upon receipt of the documents required by Section 12.2, the Trustee (if required) or the Notes Collateral Agent, as applicable, will execute any documents requested in writing by the Company or any Guarantor certified in writing by an Officer of such person and certified as being required in order to evidence or effect such release, discharge and termination in respect of such Lien in accordance with the terms of this Indenture. The Security Agent will take Section 11.2, all necessary action reasonably required, at the cost and request expense of the Issuer, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent without the consent of the holders or any action on the part of the TrusteeCompany.

Release of the Collateral. The (a) Upon (i) confirmation in writing from the Trustee of the full and final payment and performance of all obligations under this Indenture and the Notes; (ii) confirmation in writing from the Trustee of the surrender of all outstanding Notes issued under this Indenture to the Trustee for cancellation; (iii) the release of the Collateral in accordance with the terms of this Section 11.04 and the Security Documents; or (iv) any other release of the Collateral as security for obligations of the Issuers or a Guarantor under this Indenture, the Security Agent shall disclaim and give up any and all rights it has in or to the Collateral, and any rights it has under the Security Documents and shall no longer be deemed to hold the Lien in the Collateral for the benefit of the Holders. (b) Liens granted by a Subsidiary Guarantor (and the Liens, if any, over the Capital Stock of such Subsidiary Guarantor) will be automatically and unconditionally released:released (and, upon request of the Issuers or any Guarantor, the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as shall be required to release such Liens): (ai) in connection with upon any sale, assignment, transfer, conveyance sale or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transactionA) the Issuer or a Subsidiary, if the sale or other disposition does not violate this Indenture; (b) in connection with any sale, transfer or other disposition of Capital Stock of a Subsidiary Guarantor following which such Subsidiary Guarantor is no longer a Restricted Subsidiary or, (B) all or any holding company substantially all of such the properties and assets of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer Parent Guarantor or a Subsidiary, if the sale, transfer or other disposition Restricted Subsidiary that does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other dispositionSection 4.09; (cii) in the event that all of the Capital Stock of such Subsidiary Guarantor is sold or otherwise disposed of pursuant to an enforcement of the security over the Capital Stock of such Subsidiary Guarantor under the applicable Security Document(s) in accordance with an enforcement action pursuant to the provisions terms of the Intercreditor Agreement or any Additional Intercreditor Agreement; (diii) upon the Notes having achieved Investment Grade Statusdesignation of such Subsidiary Guarantor as an Unrestricted Subsidiary; (iv) in the circumstances set forth in Section 5.01(c); and (v) as described in Article Nine. (c) Upon request of the Issuers or any Guarantor, so long in connection with any sale, lease, sale and leaseback, assignment, conveyance, transfer or other disposition of assets or property permitted by this Indenture (including, without limitation, Sections 4.09, 4.13 and 4.14 hereof), the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as no shall be required (as more particularly described in paragraph (f) of this Section) to release its Security Interest in any Collateral being disposed in such disposition, to the extent necessary or advisable to permit consummation of such disposition in accordance with this Indenture and the Security Documents and the Trustee shall receive full payment therefor from the Issuers for any costs Incurred thereby. (d) Upon the request of the Issuers, the Security Agent shall (without notice to, or vote or consent of, any Holder but with notice to the Trustee) take such actions as shall be required (as more particularly described in paragraph (f) of this Section) to release its Security Interest in any assets constituting inventories and accounts receivable (and other indebtedness is at that time secured assets customarily relating to inventories and accounts receivable such as insurance proceeds, books and records and other assets) in a manner that would require connection with the granting of a mortgagesecurity interest in such Collateral to secure new Debt (where such Debt and security interest are permitted by Section 4.06(b)(2), security interestas certified to the Trustee in an Officer’s Certificate and an Opinion of Counsel which certification and opinion shall be conclusive); provided that if the Parent Guarantor or any of its Restricted Subsidiaries owning such assets grants a Silent Second Lien over such assets in favor of any other Debt, chargethey shall also grant a Silent Second Lien in such released Collateral in favor of the Security Agent (on its own behalf and on behalf of the Holders);provided further that upon the release of such Silent Second Liens securing such other Debt, encumbrance, pledge or other lien the Liens in favor of the Security Agent (on its own behalf and on behalf of the Trustee for the holders of the Notes) shall be automatically released. The Issuers shall provide the Security Agent and the Trustee with an Opinion of Counsel regarding the validity and enforceability of any Silent Second Lien granted pursuant to Section 4.11 the foregoing, which opinion may be subject to exceptions, limitations and exclusions reasonably determined by such counsel to be necessary or appropriate, in light of this Indenture; provided, however, that at any time applicable law in the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes;relevant jurisdiction. (e) if any Any release of Collateral made in compliance with this Section 11.04 shall not be deemed to impair the Lien under the Security Documents or the Collateral thereunder in contravention of the Security Interests no longer secure the Senior Revolving Credit Facilities (provisions of this Indenture or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture;Documents. (f) in accordance with Article 9 of this Indenture; (g) upon Legal DefeasanceIn the event that the Issuers or any Guarantor seeks to release Collateral, Covenant Defeasance the Issuers or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in such Guarantor shall deliver an Officer’s Certificate), over any intercompany loan or note Certificate (which the Trustee and Security Agent shall rely upon in connection with such release) to the extent Trustee and the Security Agent setting forth that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance specified release complies with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request Upon receipt of the IssuerOfficer’s Certificate and if so requested by the Issuers or such Guarantor, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent without shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the consent release of the holders or any action on the part of the TrusteeCollateral permitted to be released pursuant to this Indenture.

Release of the Collateral. The Collateral will be automatically and unconditionally released: (a) in connection with any sale, assignment, transfer, conveyance or other disposition of such property or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale or other disposition does not violate this Indenture; (b) in connection with any sale, transfer or other disposition of Capital Stock of a Guarantor or any holding company of such Guarantor to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (c) in accordance with an enforcement action pursuant to the provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (f) in accordance with Article 9 of this Indenture; (g) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in an Officer’s Certificate), over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance with the terms of this Indenture. CG&R Draft Current date: 06-20-2019 11:20 AM 51390170v5 The Security Agent will take all necessary action reasonably required, at the cost and request of the Issuer, to effectuate any release of the Security Interests in accordance with the provisions of this Indenture, the Intercreditor Agreement or any Additional Intercreditor Agreement and the relevant Security Document. Each of the releases set forth above shall be effected by the Security Agent without the consent of the holders or any action on the part of the Trustee.

Release of the Collateral. The (a) To the extent a release is required by a Security Document, the Security Agent shall release, and the Trustee (as applicable) shall release and if so requested direct the Security Agent to release, without the need for consent of the Holders of the Notes, Liens on the Collateral will be automatically and unconditionally releasedsecuring the Notes: (a1) upon payment in connection with any salefull of principal of, assignment, transfer, conveyance interest and all other Obligations on the Notes issued under this Indenture or other disposition of such property discharge or assets to a Person that is not (either before or after giving effect to such transaction) the Issuer or a Subsidiary, if the sale or other disposition does not violate this Indenturedefeasance thereof; (b2) in connection with any sale, transfer or other disposition of Capital Stock upon release of a Guarantor or any holding company of Note Guarantee (with respect to the Liens securing such Guarantor to a Person that is not (either before or after giving effect to Note Guarantee granted by such transaction) the Issuer or a Subsidiary, if the sale, transfer or other disposition does not violate this Indenture, and the Guarantor ceases to be a Guarantor as a result of the sale, transfer or other disposition; (cGuarantor) in accordance with an enforcement action pursuant to the applicable provisions of the Intercreditor Agreement or any Additional Intercreditor Agreement; (d) upon the Notes having achieved Investment Grade Status, so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant to Section 4.11 of this Indenture; provided, however, that at any time the Notes receive both a rating of “Ba2” or lower from Xxxxx’x and a rating of “BB” or lower from S&P, or the equivalent of such rating by either such rating organization or, if no rating of Xxxxx’x or S&P then exists, the equivalent of such rating by any other Nationally Recognized Statistical Ratings Organization, to the extent permitted by Applicable Law, such mortgage, security interest, charge, encumbrance, pledge or other lien will be regranted or made to secure the obligations under the Notes; (e) if any of the Security Interests no longer secure the Senior Revolving Credit Facilities (or any refinancing thereof) (in which case release will be of the Security Interests with respect to the relevant Collateral), so long as no other indebtedness is at that time secured in a manner that would require the granting of a mortgage, security interest, charge, encumbrance, pledge or other lien pursuant Section 4.11 of this Indenture; (f3) in accordance connection with any disposition of Collateral to any Person (but excluding any transaction subject to Article 9 Five); provided that if the Collateral is disposed of to the Parent Guarantor or a Restricted Subsidiary, the relevant Collateral becomes immediately subject to a substantially equivalent Lien in favor of the Security Agent securing the Notes; provided, further, that, in each case, such disposition is permitted by this IndentureIndenture and the Intercreditor Agreement; (g4) upon Legal Defeasance, Covenant Defeasance or satisfaction and discharge of this Indenture as provided under Article 8 and Section 11.01; (h) if the Parent Guarantor designates any Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with the covenant described under Section 4.09; (i) at the option of the Issuer (as confirmed in an Officer’s Certificate), over any intercompany loan or note to the extent that the amount outstanding under such intercompany loan or note does not exceed $10.0 million (or the equivalent in other currencies); (j) upon repayment in full of the Notes; and (k) otherwise in accordance with the terms of this Indenture. The Security Agent will take all necessary action reasonably required, at the cost and request of the Issuer, to effectuate any release of the Security Interests in accordance with the applicable provisions of this Indenture, the release of the property, assets and Capital Stock of such Unrestricted Subsidiary; (5) in connection with certain enforcement actions taken by the creditors under certain secured indebtedness of the Parent Guarantor and its Subsidiaries as provided under the Intercreditor Agreement Agreement, or otherwise in compliance with the Intercreditor Agreement; (6) as may be permitted by Section 4.22 or Section 5.01; (7) in order to effectuate a (i) merger, consolidation, conveyance, transfer or other business combination conducted in compliance with Section 5.01 or (ii) a reconstitution or merger for the purpose of re-flagging a vessel in compliance with Section 4.28; and (8) upon the seizure, appropriation, nationalization or expropriation of any Collateral located or registered in Ecuador or any Additional Intercreditor Agreement change in law by the government of Ecuador or any instrumentality thereof that renders it unlawful to permit a Lien against any Collateral in favor of the Security Agent, for the benefit of itself, the Trustee and the relevant Security Documentholders of the Notes. Each of the foregoing releases set forth above shall be effected by the Security Agent without the consent of the holders Holders of the Notes or any action on the part of the Trustee. (b) Any release of Collateral made in compliance with this Section 11.04 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. (c) In the event that the Issuer or any Guarantor seeks to release Collateral, the Issuer or such Guarantor shall deliver an Officer’s Certificate (which the Trustee and Security Agent shall rely upon in connection with such release) to the Trustee and the Security Agent setting forth that the specified release complies with the terms of this Indenture. Upon receipt of the Officer’s Certificate and if so requested by the Issuer or such Guarantor, the Security Agent shall execute, deliver or acknowledge any necessary or proper instruments of termination, satisfaction or release to evidence the release of any Collateral permitted to be released pursuant to this Indenture.