Common use of Resignation and release of security on disposal Clause in Contracts

Resignation and release of security on disposal. (a) If a Borrower or Guarantor is or is proposed to be the subject of a Third Party Disposal then: (i) where that Borrower or Guarantor created Transaction Security over any of its assets or business in favour of the Security Agent, or Transaction Security in favour of the Security Agent was created over the shares (or equivalent) of that Borrower or Guarantor, the Security Agent shall, subject to paragraph (d) below, at the cost and request of the Company, release those assets, business or shares (or equivalent) and issue (where applicable) certificates of non-crystallisation; (ii) the Security Agent shall, on behalf of all the Finance Parties, waive all claims (actual or contingent) against that Borrower or Guarantor under the Finance Documents; (iii) the resignation of that Borrower or Guarantor and related release of Transaction Security and waiver of claims referred to in paragraphs (i) and (ii) above shall become effective on the date of that disposal; and (iv) if the disposal of that Borrower or Guarantor is not made, the Resignation Letter of that Borrower or Guarantor and the related release of Transaction Security referred to in paragraph (a) above shall have no effect and the obligations of the Borrower or Guarantor and the Transaction Security created or intended to be created by or over that Borrower or Guarantor shall continue in full force and effect. (b) If an Obligor disposes of any asset as expressly permitted by and in accordance with the terms of this Agreement and such asset is the subject of Transaction Security in favour of the Security Agent, the Security Agent shall, subject to paragraph (d) below, at the cost and request of the Company, immediately release those assets and issue certificates of non-crystallisation. (c) If a Guarantor resigns as permitted by and in accordance with the terms of this Agreement and such Guarantor has granted (or is the subject of) Transaction Security in favour of the Security Agent, the Security Agent shall, subject to paragraph (d) below, at the cost and request of the Company, release that Transaction Security and issue (where applicable) certificates of non-crystallisation. (d) If all Secured Liabilities (as defined in each applicable Swedish Security Document) have not been discharged in full the release of any Transaction Security created under a Swedish Security Document shall at all times be subject to the written express consent of the Security Agent.

Resignation and release of security on disposal. (a) If a Borrower or Guarantor is or is proposed to be the subject of a Third Party Disposal, or if there is a disposal of Charged Property that is a Permitted Disposal or a disposal in the form of a transfer of shares required pursuant to Clause 23.32(d) (Conditions subsequent) or a release of security required in order to effect a conversion referred to in paragraph (d) of the definition of Permitted Transaction, then: (ia) where that Borrower or Guarantor created Transaction Security over any of its assets or business (or Transaction Security otherwise exists over the Charged Property to be disposed of or the shares to be transferred or the shares in an entity to be converted) in favour of the Security AgentTrustee, or Transaction Security in favour of the Security Agent Trustee was created over the shares (or equivalent) of that Borrower or Guarantor, the Security Agent shall, subject to paragraph (d) belowTrustee may, at the cost and request of the Company, release those assets, business or shares (or equivalent) and issue (where applicable) certificates of non-crystallisation; (ii) the Security Agent shall, on behalf of all the Finance Parties, waive all claims (actual or contingent) against that Borrower or Guarantor under the Finance Documents; (iiib) the resignation of that Borrower or Guarantor and related release of Transaction Security and waiver of claims referred to in paragraphs paragraph (i) and (iia) above shall not become effective on until the date of that disposal; and (ivc) if the disposal of that Borrower or Guarantor is not made, the Resignation Letter of that Borrower or Guarantor and the related release of Transaction Security referred to in paragraph (a) above shall have no effect and the obligations of the Borrower or Guarantor and the Transaction Security created or intended to be created by or over that Borrower or Guarantor shall continue in full force and effect. (b) If an Obligor disposes of any asset as expressly permitted by and in accordance with the terms of this Agreement and such asset is the subject of Transaction Security in favour of the Security Agent, the Security Agent shall, subject to paragraph (d) below, at the cost and request of the Company, immediately release those assets and issue certificates of non-crystallisation. (c) If a Guarantor resigns as permitted by and in accordance with the terms of this Agreement and such Guarantor has granted (or is the subject of) Transaction Security in favour of the Security Agent, the Security Agent shall, subject to paragraph (d) below, at the cost and request of the Company, release that Transaction Security and issue (where applicable) certificates of non-crystallisation. (d) If all Secured Liabilities (as defined in each applicable Swedish Security Document) have not been discharged in full the release of any Transaction Security created under a Swedish Security Document shall at all times be subject to the written express consent of the Security Agent.

Resignation and release of security on disposal. (a) If a Borrower or Guarantor is or is proposed to be the subject of a Third Party Disposal then: (i) where that Borrower or Guarantor created Transaction Security over any of its assets or business in favour of the Security Agent, or Transaction Security in favour of the Security Agent was created over the shares (or equivalent) of that Borrower or Guarantor, the Security Agent shall, subject to paragraph (d) below, at the cost and request of the Company, release those assets, business or shares (or equivalent) and issue (where applicable) certificates of non-crystallisation; (ii) the Security Agent shall, on behalf of all the Finance Parties, waive all claims (actual or contingent) against that Borrower or Guarantor under the Finance Documents; (iii) the resignation of that Borrower or Guarantor and related release of Transaction Security and waiver of claims referred to in paragraphs (i) and (ii) above shall become effective on the date of that disposal; and (iv) if the disposal of that Borrower or Guarantor is not made, the Resignation Letter of that Borrower or Guarantor and the related release of Transaction Security referred to in paragraph (a) above shall have no effect and the obligations of the Borrower or Guarantor and the Transaction Security created or intended to be created by or over that Borrower or Guarantor shall continue in full force and effect. (b) If an Obligor disposes of any asset as expressly permitted by and in accordance with the terms of this Agreement and such asset is the subject of Transaction Security in favour of the Security Agent, the Security Agent shall, subject to paragraph (d) below, at the cost and request of the Company, immediately release those assets and issue certificates of non-crystallisation. (c) If a Guarantor resigns as permitted by and in accordance with the terms of this Agreement and such Guarantor has granted (or is the subject of) Transaction Security in favour of the Security Agent, the Security Agent shall, subject to paragraph (d) below, at the cost and request of the Company, release that Transaction Security and issue (where applicable) certificates of non-crystallisation. (d) If all Secured Liabilities (as defined in each applicable Swedish Security Document) have not been discharged in full full, the release of any Transaction Security created under a Swedish Security Document shall at all times be subject to the written express consent of the Security Agent.

Resignation and release of security on disposal. (a) If a Borrower or Guarantor is or is proposed to be the subject of a Third Party Disposal then: (i) where that Borrower or Guarantor created Transaction Security over any of its assets or business in favour of the Security Agent, or Transaction Security in favour of the Security Agent was created over the shares (or equivalent) of that Borrower or Guarantor, the Security Agent shall, subject to paragraph shall (d) belowand is irrevocably authorised by each other Party to), at the cost and request of the Company, release those assets, business or shares (or equivalent) and issue (where applicable) certificates of non-crystallisation; (ii) the Security Agent shall, on behalf of all the Finance Parties, waive all claims (actual or contingent) against that Borrower or Guarantor under the Finance Documents; (iii) the resignation of that Borrower or Guarantor and related release of Transaction Security and waiver of claims referred to in paragraphs paragraph (i) and (iia) above shall not become effective on until the date of that disposal; and (iviii) if the disposal of that Borrower or Guarantor is not made, the Resignation Letter of that Borrower or Guarantor and the related release of Transaction Security referred to in paragraph (a) above shall have no effect and the obligations of the Borrower or Guarantor and the Transaction Security created or intended to be created by or over that Borrower or Guarantor shall continue in full such force and effecteffect as if that release had not been effected. (b) If an Obligor disposes of any asset as expressly permitted by and in accordance with the terms of this Agreement or consented to by the Majority Lenders in accordance with the Finance Documents (and the Company has confirmed this is the case) and such asset is the subject of Transaction Security in favour of the Security Agent, the Security Agent shall, subject to paragraph shall (d) belowand is irrevocably authorised by each other Party to), at the cost and request of the Company, immediately and as soon as reasonably practicable, release those assets and issue certificates of non-crystallisationcrystallisation (if applicable), provided that: (i) such release of Transaction Security shall not become effective until the date of that disposal; and (ii) if the disposal is not made, such release of Transaction Security shall have no effect and the Transaction Security created or intended to be created by or over the relevant assets shall continue in such force and effect as if that release had not been effected. (c) If a Guarantor an Obligor resigns as permitted by and in accordance with the terms of this Agreement and such Guarantor has granted (or is the subject of) Transaction Security in favour of the Security AgentAgent or Transaction Security in favour of the Security Agent was created over the shares (or equivalent) of that Obligor, the Security Agent shall, subject to paragraph (d) below, at the cost and request of the Company, release that Transaction Security and issue (where applicable) certificates of non-crystallisation. (d) If all Secured Liabilities (as defined in each applicable Swedish Security Document) have not been discharged in full the release of any Transaction Security created under a Swedish Security Document shall at all times be subject to the written express consent of the Security Agent.

Resignation and release of security on disposal. (a) If Without prejudice to the provisions of the Intercreditor Agreement, if a Borrower or Guarantor is or is proposed to be the subject of a Third Party Disposal, a Permitted Reorganisation or there is a Disposal thenof Charged Property (including pursuant to a Permitted Reorganisation) or that is otherwise permitted under the Intercreditor Agreement: (i) where that Borrower or Guarantor created Transaction Security over any of its assets or business in favour of the Security Agent, Trustee (including the assets or business of any of its Subsidiaries that is to cease to be a member of the Group as a result of the disposal or Permitted Reorganisation) or Transaction Security in favour of the Security Agent Trustee was created over the shares (or equivalent) of that Borrower or GuarantorGuarantor (or any of its Subsidiaries that is to cease to be a member of the Group as a result of the disposal or Permitted Reorganisation), the Security Agent Trustee shall, subject to paragraph (d) below, at the cost and request of the Company, release those assets, business or shares (or equivalent) and issue (where applicable) certificates of non-crystallisationnon- crystallisation in accordance with the Intercreditor Agreement; (ii) the Security Agent shall, on behalf of all the Finance Parties, waive all claims (actual or contingent) against that Borrower or Guarantor under the Finance Documents; (iii) the resignation of that Borrower or Guarantor and related release of Transaction Security and waiver of claims referred to in paragraphs paragraph (i) and (iia) above shall not become effective on until the date of that disposaldisposal or Permitted Reorganisation (as applicable); and (iviii) if the disposal or Permitted Reorganisation of that Borrower or Guarantor is not made, the Resignation Letter of that Borrower or Guarantor and the related release of Transaction Security referred to in paragraph (a) above shall have no effect and the obligations of the Borrower or Guarantor and the Transaction Security created or intended to be created by or over that Borrower or Guarantor and its Subsidiaries shall continue in full such force and effecteffect as if that release had not been effected. (b) If an Obligor disposes Without prejudice to the foregoing, if requested by the Company in connection with any Structural Change, increase in the Facility pursuant to Clause 2.2 (Increase) (or as otherwise permitted or contemplated by this Agreement), repayment in full of the Facility or where otherwise provided for in this Agreement (including any Third Party Disposal or Permitted Reorganisation), the Security Trustee and the other Finance Parties shall (at the cost of the Obligors and in the manner contemplated by the Intercreditor Agreement) promptly execute any guarantee, security or other release and/or any amendment, supplement or other documentation relating to the Transaction Security Documents required in order to complete or otherwise facilitate that step or transaction (and the Security Trustee is authorised to execute, and will (subject to the Intercreditor Agreement) execute if required by the Company, without need for any further authority from the Secured Parties, any such release or document on behalf of the Secured Parties) provided that, in the case of any asset as expressly permitted by and in accordance with the terms of this Agreement and such asset is the subject release of Transaction Security requested by the Company pursuant to this Clause 31.7 as part of a Structural Adjustment and/or an increase in favour of the Security AgentFacility pursuant to Clause 2.2 (Increase) (a “Permitted Transaction”), the Security Agent shallthat release shall be without prejudice to any obligation under this Agreement to provide, subject to paragraph (d) belowthe Agreed Security Principals, at the cost and request of the Company, immediately release those assets and issue certificates of non-crystallisation. (c) If a Guarantor resigns as permitted by and in accordance with the terms of this Agreement and such Guarantor has granted (or is the subject of) Transaction Security in favour of the Security Agent, the Security Agent shall, subject to paragraph (d) below, at the cost and request of the Company, release that Transaction Security and issue replacement security (where applicable) certificates of non-crystallisation. and the Security Trustee shall not be required to execute 108 that release unless the Company has provided a certificate to the Security Trustee that it has determined in good faith (dtaking into account any applicable legal limitations and other relevant considerations in relation to the Permitted Transaction) If all Secured Liabilities (as defined in each applicable Swedish Security Document) have that it is either not been discharged in full possible or not desirable to implement that Permitted Transaction on terms satisfactory to the release of any Company by instead granting additional Transaction Security created under a Swedish Security Document shall at all times be subject to and/or amending the written express consent terms of the Security Agent.existing Transaction Security. ​ ​ 109

Resignation and release of security on disposal. (a) If a Borrower or Guarantor is or is proposed to be the subject of a Third Party Disposal Disposal, or if there is a disposal of Charged Property that is an Asset Sale which is not prohibited under Section 4 (Limitations on Asset Sales) of Schedule 18 (New York Law Undertakings) or a disposal in the form of a transfer of shares required pursuant to Clause 23.26(d) (Conditions subsequent) or a release of security required in order to effect a conversion referred to in paragraph (d) of the definition of Permitted Transaction, then: (ia) where that Borrower or Guarantor created Transaction Security over any of its assets or business (or Transaction Security otherwise exists over the Charged Property to be disposed of or the shares to be transferred or the shares in an entity to be converted) in favour of the Security AgentTrustee, or Transaction Security in favour of the Security Agent Trustee was created over the shares (or equivalent) of that Borrower or Guarantor, the Security Agent shall, subject to paragraph (d) belowTrustee may, at the cost and request of the Company, release those assets, business or shares (or equivalent) and issue (where applicable) certificates of non-crystallisation; (ii) the Security Agent shall, on behalf of all the Finance Parties, waive all claims (actual or contingent) against that Borrower or Guarantor under the Finance Documents; (iiib) the resignation of that Borrower or Guarantor and related release of Transaction Security and waiver of claims referred to in paragraphs paragraph (i) and (iia) above shall not become effective on until the date of that disposal; and (ivc) if the disposal of that Borrower or Guarantor is not made, the Resignation Letter of that Borrower or Guarantor and the related release of Transaction Security referred to in paragraph (a) above shall have no effect and the obligations of the Borrower or Guarantor and the Transaction Security created or intended to be created by or over that Borrower or Guarantor shall continue in full force and effect., provided that, for the avoidance of doubt: (bi) If an Obligor disposes in respect of any asset as expressly permitted by and in accordance with the terms of this Agreement and such asset is the subject release of Transaction Security in favour granted by a member of the Security Agent, the Security Agent shall, subject to paragraph (d) below, at the cost Group that resigns as a Guarantor and request remains a member of the CompanyGroup, immediately release Transaction Security over the shares or other ownership interests in such member of the Group shall not be released where the holder of those assets and issue certificates of non-crystallisation.shares or ownership interests is a Guarantor; and (cii) If in respect of any disposal of assets between members of the Group that are Obligors, or as a Guarantor resigns as permitted by and in accordance with result of such disposal the terms of this Agreement and such Guarantor has granted transferee would be required to become an Obligor, (or is the subject ofx) Transaction Security over those assets shall not be released where the disposal may be made subject to such Transaction Security and (y) if a release of such Transaction Security is necessary in favour of order to effect the Security Agentdisposal, the transferee grants equivalent Security Agent shall, subject over the assets to paragraph (d) below, at the cost and request extent permitted by law provided that the grant of the Company, release that Transaction Security and issue (where applicable) certificates of non-crystallisation. (d) If all Secured Liabilities (would not result in material costs to the Group taken as defined a whole or the cost to the Group in each applicable Swedish Security Document) have not been discharged in full the release of any providing such Transaction Security created under a Swedish Security Document shall at all times be subject outweighs the benefit to the written express consent Finance Parties of the Security Agentreceiving such Transaction Security.

Resignation and release of security on disposal. (a) If Without prejudice to the provisions of the Intercreditor Agreement, if a Borrower or Guarantor is or is proposed to be the subject of a Third Party Disposal then: (ia) where that Borrower or Guarantor created Transaction Security over any of its assets or business (including the assets or business of any of its Subsidiaries that is to cease to be a member of the Restricted Group as a result of the disposal in favour of the Security AgentTrustee), or Transaction Security in favour of the Security Agent Trustee was created over the shares (or equivalent) of that Borrower or GuarantorGuarantor (or any of its Subsidiaries that is to cease to be a member of the Restricted Group as a result of the disposal), the Security Agent shall, subject to paragraph (d) belowTrustee may, at the cost and request of the Company, release those assets, business or shares (or equivalent) and issue (where applicable) certificates of non-crystallisationcrystallisation in accordance with the Intercreditor Agreement; (ii) the Security Agent shall, on behalf of all the Finance Parties, waive all claims (actual or contingent) against that Borrower or Guarantor under the Finance Documents; (iiib) the resignation of that Borrower or Guarantor and related release of Transaction Security and waiver of claims referred to in paragraphs paragraph (i) and (iia) above shall not become effective on until the date of that disposal; and (ivc) if the disposal of that Borrower or Guarantor is not made, the Resignation Letter of that Borrower or Guarantor and the related release of Transaction Security referred to in paragraph (a) above shall have no effect and the obligations of the Borrower or Guarantor and the Transaction Security created or intended to be created by or over that Borrower or Guarantor and its Subsidiaries shall continue in full such force and effect. (b) If an Obligor disposes of any asset effect as expressly permitted by and in accordance with the terms of this Agreement and such asset is the subject of Transaction Security in favour of the Security Agent, the Security Agent shall, subject to paragraph (d) below, at the cost and request of the Company, immediately if that release those assets and issue certificates of non-crystallisation. (c) If a Guarantor resigns as permitted by and in accordance with the terms of this Agreement and such Guarantor has granted (or is the subject of) Transaction Security in favour of the Security Agent, the Security Agent shall, subject to paragraph (d) below, at the cost and request of the Company, release that Transaction Security and issue (where applicable) certificates of non-crystallisation. (d) If all Secured Liabilities (as defined in each applicable Swedish Security Document) have had not been discharged in full the release of any Transaction Security created under a Swedish Security Document shall at all times be subject to the written express consent of the Security Agenteffected.

Resignation and release of security on disposal. (a) If a Borrower or Guarantor is or is proposed to be the subject of a Third Party Disposal Disposal, or if there is a disposal of Charged Property that is an Asset Sale which is not prohibited under Section 4 (Limitations on Asset Sales) of Schedule 15 (New York Law Undertakings), then: (ia) where that Borrower or Guarantor created Transaction Security over any of its assets or business (or Transaction Security otherwise exists over the Charged Property to be disposed of or the shares to be transferred or the shares in an entity to be converted) in favour of the Security AgentTrustee and/or the Finance Parties, or Transaction Security in favour of the Security Agent Trustee and/or the Finance Parties was created over the shares (or equivalent) of that Borrower or Guarantor, the Security Agent shall, subject to paragraph (d) belowTrustee may, at the cost and request of the Company, release those assets, business or shares (or equivalent) and issue (where applicable) certificates of non-crystallisation; (ii) the Security Agent shall, on behalf of all the Finance Parties, waive all claims (actual or contingent) against that Borrower or Guarantor under the Finance Documents; (iiib) the resignation of that Borrower or Guarantor and related release of Transaction Security and waiver of claims referred to in paragraphs paragraph (i) and (iia) above shall not become effective on until the date of that disposal; and (ivc) if the disposal of that Borrower or Guarantor is not made, the Resignation Letter of that Borrower or Guarantor and the related release of Transaction Security referred to in paragraph (a) above shall have no effect and the obligations of the Borrower or Guarantor and the Transaction Security created or intended to be created by or over that Borrower or Guarantor shall continue in full force and effect., provided that, for the avoidance of doubt: (bi) If an Obligor disposes in respect of any asset as expressly permitted by and in accordance with the terms of this Agreement and such asset is the subject release of Transaction Security in favour granted by a member of the Security Agent, the Security Agent shall, subject to paragraph (d) below, at the cost Group that resigns as a Guarantor and request remains a member of the CompanyGroup, immediately release Transaction Security over the shares or other ownership interests in such member of the Group shall not be released where the holder of those assets and issue certificates of non-crystallisation.shares or ownership interests is a Guarantor; and (cii) If a Guarantor resigns as permitted by and in accordance with the terms respect of this Agreement and such Guarantor has granted (or is the subject of) Transaction Security in favour any disposal of assets between members of the Security AgentGroup that are Obligors, or as a result of such disposal the Security Agent shall, subject transferee would be required to paragraph (d) below, at the cost and request of the Company, release that Transaction Security and issue (where applicable) certificates of non-crystallisation. (d) If all Secured Liabilities (as defined in each applicable Swedish Security Document) have not been discharged in full the release of any Transaction Security created under a Swedish Security Document shall at all times be subject to the written express consent of the Security Agent.become an Obligor,

Resignation and release of security on disposal. (a) If a Borrower or Guarantor (other than the Borrower) is or is proposed to be the subject of a Third Party Disposal disposal to a person which is not a member of the Group where that disposal is not prohibited under Section 4 (Limitations on Asset Sales) of Schedule 15 (New York Law Undertakings), or if there is a disposal of Charged Property that is an Asset Sale which is not prohibited under Section 4 (Limitations on Asset Sales) of Schedule 15 (New York Law Undertakings), then: (ia) where that Borrower or Guarantor created Transaction Security over any of its assets or business (or Transaction Security otherwise exists over the Charged Property to be disposed of or the shares to be transferred or the shares in an entity to be converted) in favour of the Security AgentTrustee and/or the Finance Parties, or Transaction Security in favour of the Security Agent Trustee and/or the Finance Parties was created over the shares (or equivalent) of that Borrower or Guarantor, the Security Agent shall, subject to paragraph (d) belowTrustee may, at the cost and request of the Company, release those assets, business or shares (or equivalent) and issue (where applicable) certificates of non-crystallisation; (ii) the Security Agent shall, on behalf of all the Finance Parties, waive all claims (actual or contingent) against that Borrower or Guarantor under the Finance Documents; (iiib) the resignation of that Borrower or Guarantor and related release of Transaction Security and waiver of claims referred to in paragraphs paragraph (i) and (iia) above shall not become effective on until the date of that disposal; and (ivc) if the disposal of that Borrower or Guarantor is not made, the Resignation Letter of that Borrower or Guarantor and the related release of Transaction Security referred to in paragraph (a) above shall have no effect and the obligations of the Borrower or that Guarantor and the Transaction Security created or intended to be created by or over that Borrower or Guarantor shall continue in full force and effect., provided that, for the avoidance of doubt: (bi) If an Obligor disposes in respect of any asset as expressly permitted by and in accordance with the terms of this Agreement and such asset is the subject release of Transaction Security in favour granted by a member of the Security Agent, the Security Agent shall, subject to paragraph (d) below, at the cost Group that resigns as a Guarantor and request remains a member of the CompanyGroup, immediately release Transaction Security over the shares or other ownership interests in such member of the Group shall not be released where the holder of those assets and issue certificates of non-crystallisation.shares or ownership interests is a Guarantor; and (cii) If in respect of any disposal of assets between members of the Group that are Obligors, or as a Guarantor resigns as permitted by and in accordance with result of such disposal the terms of this Agreement and such Guarantor has granted transferee would be required to become an Obligor, (or is the subject ofx) Transaction Security over those assets shall not be released where the disposal may be made subject to such Transaction Security and (y) if a release of such Transaction Security is necessary in favour of order to effect the Security Agentdisposal, the transferee grants equivalent Security Agent shall, subject over the assets to paragraph (d) below, at the cost and request extent permitted by law provided that the grant of the Company, release that Transaction Security and issue (where applicable) certificates of non-crystallisation. (d) If all Secured Liabilities (would not result in material costs to the Group taken as defined a whole or the cost to the Group in each applicable Swedish Security Document) have not been discharged in full the release of any providing such Transaction Security created under a Swedish Security Document shall at all times be subject outweighs the benefit to the written express consent Finance Parties of the Security Agentreceiving such Transaction Security.