Release or Subordination of Liens. The Collateral Agent will not release or subordinate any Lien of the Collateral Agent or consent to the release or subordination of any Lien of the Collateral Agent, except:
(a) as directed by an Act of Required Secured Parties accompanied by an Officer’s Certificate to the effect that the release or subordination was permitted by each applicable Secured Debt Document;
(b) as required by Article 4;
(c) as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction;
(d) for the subordination of the Junior Trust Estate and the Junior Liens to the Senior Trust Estate and the Priority Liens; or
(e) as provided in the Crossing Lien Intercreditor Agreement.
Release or Subordination of Liens. The Collateral Agent will not release or subordinate any Lien of the Collateral Agent or consent to the release or subordination of any Lien of the Collateral Agent, except:
(a) as directed by a Securityholder Instruction accompanied by an Officers’ Certificate to the effect that the release or subordination was permitted by each applicable Operative Agreement;
(b) as required or permitted by Section 2.02 , Section 5.03 or Article VI; and
(c) as ordered pursuant to applicable law under a final (after any applicable appeals to the extent such order has been stayed) order or judgment of a court of competent jurisdiction.
Release or Subordination of Liens. The Collateral Trustee will not release or subordinate any Lien of the Collateral Trustee or consent to the release or subordination of any Lien of the Collateral Trustee, except:
(a) as directed by an Act of Parity Lien Debtholders accompanied by an Officers’ Certificate to the effect that the release or subordination was permitted by each applicable Parity Lien Document and otherwise setting forth the requirements of Section 4.1(b)(1) and 4.1(b)(2);
(b) as required by Article 4;
(c) to release or subordinate Liens on Collateral to the extent permitted by each applicable Parity Lien Document; provided that the Collateral Trustee receives an Officers’ Certificate confirming the foregoing;
(d) as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction; or
(e) for the subordination of the Trust Estate and the Parity Liens to the extent required by the Intercreditor Agreement; provided that the Collateral Trustee receives an Officers’ Certificate confirming the foregoing.
Release or Subordination of Liens. The Collateral Trustee will not release or subordinate any Parity Lien of the Collateral Trustee or consent to the release or subordination of any Parity Lien of the Collateral Trustee, except:
(a) as directed in writing by an Act of Parity Lien Debtholders accompanied by an Officers’ Certificate and an Opinion of Counsel to the effect that the release or subordination was permitted by each applicable Parity Lien Document and otherwise setting forth the requirements of Section 4.1(b)(1) and 4.1(c)(2);
(b) as required by Article 4;
(c) to release or subordinate Liens on Collateral to the extent permitted by each applicable Parity Lien Document; provided that the Collateral Trustee receives an Officers’ Certificate and an Opinion of Counsel confirming the foregoing;
(d) as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction; or
(e) for the subordination of the Trust Estate and the Parity Liens to the extent required by the Intercreditor Agreement; provided that the Collateral Trustee receives an Officers’ Certificate confirming the foregoing.
Release or Subordination of Liens. The Collateral Trustee will not release or subordinate any Lien of the Collateral Trustee or consent to the release or subordination of any Lien of the Collateral Trustee, except (a) as directed by an Act of Instructing Debtholders, (b) as required by Article 4, (c) as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction or (d) for the subordination of the Junior Trust Estate and the Parity Liens to the Senior Trust Estate and the Priority Liens.
Release or Subordination of Liens. The Collateral Agent will not release or subordinate any Lien created or granted by any Security Document, or consent to the release or subordination of any Lien created or granted by any Security Document, except (i) as required by Article III; and (ii) as ordered pursuant to applicable law under a final and nonappealable order of a court of competent jurisdiction.
Release or Subordination of Liens. The Collateral Trustee will not release or subordinate any Lien of the Collateral Trustee or consent to the release or subordination of any Lien of the Collateral Trustee, except:
(a) as directed by an Act of Required First Lien Debtholders accompanied by an Officer’s Certificate to the effect that the release or subordination was permitted by each applicable First Lien Debt Document;
(b) as required by Article 4;
(c) as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction; or
(d) in connection with any foreclosure or exercise of rights and remedies pursuant to Section 3.4.
Release or Subordination of Liens. The Collateral Trustee will not release or subordinate any Lien of the Collateral Trustee for any Trust Estate or consent to the release or subordination of any such Lien of the Collateral Trustee, except:
(a) as directed by an Act of Required Debtholders accompanied by an Officer’s Certificate to the effect that the release or subordination was permitted by each applicable Secured Debt Document;
(b) as required by Article 4;
(c) as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction;
(d) for the subordination of the Subordinated Trust Estate and the Subordinated Liens to the Senior Trust Estate and the Priority Liens; or
(e) for the subordination of the Liens on the ABL Priority Collateral securing the Secured Obligations to the Liens on the ABL Priority Collateral securing the ABL Debt Obligations to the extent required by the Intercreditor Agreement.
Release or Subordination of Liens. The Collateral Agent will not release or subordinate any Lien of the Collateral Agent or consent to the release or subordination of any Lien of the Collateral Agent, except:
(a) as directed by an Act of Required Secured Parties accompanied by an Officers’ Certificate to the effect that the release or subordination was permitted by each applicable Secured Debt Document;
(b) as required by Article 4;
(c) as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction;
(d) for the subordination of the Second Liens to the First Liens; or
(e) for the subordination of the Third Liens to the First Liens and the Second Liens.
Release or Subordination of Liens. (a) The Collateral Trustee will not release or subordinate any Lien of the Collateral Trustee or consent to the release or subordination of any Lien of the Collateral Trustee, except:
(i) as directed by the Controlling Priority Debt Representative in accordance with Section 6.01;
(ii) if and to the extent, and in the manner, required by Section 4.01(a) of the Second Lien Intercreditor Agreement;
(iii) the Revolver Liens upon the Discharge of Revolver Obligations;
(iv) the Term Loan Liens upon the Discharge of Term Loan Obligations;
(v) as ordered pursuant to applicable law under a final and non-appealable order or judgment of a court of competent jurisdiction; or
(vi) as directed by each Priority Debt Representative to release or subordinate Liens on Collateral to the extent permitted by each applicable Priority Debt Document; provided that the Collateral Trustee receives an Officers’ Certificate confirming the foregoing.
(b) Each of the Revolver Agent, the Term Loan Agent and each other Priority Debt Representative hereby agrees to direct the Collateral Trustee, pursuant to clause (a)(vi) above, to release or subordinate the Liens of the Collateral Trustee on the Collateral to the extent such release or subordination is required by the Priority Debt Documents governing the Priority Obligations for which such Person acts as Priority Debt Representative.
(c) The Collateral Trustee agrees that, upon request of the Borrower, after the occurrence of any event described in Section 3.02(a), the Collateral Trustee will execute and deliver any instruments, documents and agreements necessary or desirable to effect, evidence and/or confirm the release of any Collateral pursuant to this Section 3.02. To the extent the Collateral Trustee fails to release or subordinate the Liens of the Collateral Trustee on the Collateral to the extent required to do so in accordance with the terms of clauses (b) or (c) of this Section 3.02, the Borrower shall have the right to enforce the terms of clauses (b) and (c) of this Section 3.02 solely against the Collateral Trustee.
