Common use of Release or Subordination of Liens on Collateral Clause in Contracts

Release or Subordination of Liens on Collateral. (a) The Collateral Trustee’s Liens upon the Collateral will be released or subordinated in any of the following circumstances: (1) in whole, upon (A) payment in full and discharge of all outstanding Parity Lien Debt and all other Parity Lien Obligations that are outstanding, due and payable at the time all of the Parity Lien Debt is paid in full and discharged and (B) termination or expiration of all commitments to extend credit under all Parity Lien Documents and the cancellation or termination, cash collateralization (at the lower of (i) 105% of the aggregate undrawn amount and (ii) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Documents) of all outstanding letters of credit issued pursuant to any Parity Lien Documents or, solely to the extent if any agreed to by the issuer of any outstanding letter of credit issued pursuant to any Parity Lien Document, the issuance of a back to back letter of credit in favor of the issuer of any such outstanding letter of credit in an amount equal to such outstanding letter of credit and issued by a financial institution acceptable to such issuer; (2) as to any Collateral that is sold, transferred or otherwise disposed of by the Issuer or any Guarantor to a Person that is not (either before or after such sale, transfer or disposition) the Issuer or a Restricted Subsidiary of the Company in a transaction or other circumstance that complies with Section 4.10 of the Indenture and is permitted by all of the other Parity Lien Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 5.01 of the Indenture; (3) as to a release of less than all or substantially all of the Collateral (other than pursuant to clause (2) above), if consent to the release of all Parity Liens on such Collateral has been given by an Act of Required Secured Parties; provided, that this clause (3) shall not apply to sales or dispositions subject to Section 5.01 of the Indenture; (4) as to a release of all or substantially all of the Collateral (other than pursuant to clause (1) above), if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Parity Lien Debt at the time outstanding as provided for in the applicable Parity Lien Documents, and (B) the Issuer has delivered an Officers’ Certificate to the Collateral Trustee certifying that any such necessary consents have been obtained; (5) if any Guarantor is released from its obligations under each of the Parity Lien Documents, then the Parity Liens on such Collateral and the obligations of such Guarantor under its Guarantee of the Parity Lien Obligations, shall be automatically, unconditionally and simultaneously released; (6) 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 Parity Lien Document; (7) as ordered pursuant to applicable law under a final and non-appealable order or judgment of a court of competent jurisdiction; and (8) as provided in the Intercreditor Agreement. (b) The Collateral Trustee agrees for the benefit of the Issuer and the other Grantors that if the Collateral Trustee at any time receives: (1) an Officers’ Certificate stating that (A) each signing officer has read Article 4 of this Agreement and understands the provisions and the definitions relating hereto, (B) such officer has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Parity Lien Documents, if any, relating to the release of the Collateral have been complied with and (C) in the opinion of such officer, such conditions precedent, if any, have been complied with; (2) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (3) the written confirmation of each Parity Lien Representative (such confirmation to be given following receipt of, and based solely on, the Officers’ Certificate described in clause (1) above) that, in its view, such release is permitted by Section 4.1(a) and the respective Parity Lien Documents governing the Parity Lien Obligations the holders of which such Parity Lien Representative represents, then the Collateral Trustee will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to the Issuer or other applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth Business Day after the date of receipt of the items required by this Section 4.1(b) by the Collateral Trustee. (c) The Collateral Trustee hereby agrees that: (1) in the case of any release pursuant to clause (2) of Section 4.1(a), if the terms of any such sale, transfer or other disposition require the payment of the purchase price to be contemporaneous with the delivery of the applicable release, then, at the written request of and at the expense of the Issuer or other applicable Grantor, the Collateral Trustee will either (A) be present at and deliver the release at the closing of such transaction or (B) deliver the release under customary escrow arrangements that permit such contemporaneous payment and delivery of the release; and (2) at any time when a Parity Lien Debt Default has occurred and is continuing, within three Business Days of the receipt by it of any Act of Required Secured Parties pursuant to Section 4.1(a)(3), the Collateral Trustee will deliver a copy of such Act of Required Secured Parties to each Parity Lien Representative. (d) Each Parity Lien Representative hereby agrees that: (1) as soon as reasonably practicable after receipt of an Officers’ Certificate from the Issuer pursuant to Section 4.1(b)(1), it will, to the extent required by such Section, provide (A) the written confirmation required by Section 4.1(b)(3), (B) a written statement that such release is not permitted by Section 4.1(a) or (C) a written request for further information from the Issuer reasonably necessary to determine whether the proposed release is permitted by Section 4.1(a) and after receipt of such information such Parity Lien Representative will as soon as reasonably practicable either provide the written confirmation or statement required pursuant to clause (A) or (B), as applicable; and (2) within three Business Days of the receipt by it of any notice from the Collateral Trustee pursuant to Section 4.1(c)(2), such Parity Lien Representative will deliver a copy of such notice to each registered holder of the Series of Parity Lien Debt for which it acts as Parity Lien Representative.

Release or Subordination of Liens on Collateral. (a) The Collateral TrusteeAgent’s Liens upon the Collateral will be released or subordinated in any of the following circumstances: (1i) in whole, as to both the First Liens and the Junior Liens, upon (A) payment in full and discharge the later of all outstanding Parity Lien Debt and all other Parity the Discharge of First Lien Obligations that are outstanding, due and payable at the time all of the Parity Lien Debt is paid in full and discharged and (B) termination or expiration of all commitments to extend credit under all Parity Lien Documents and the cancellation or termination, cash collateralization (at the lower Discharge of (i) 105% of the aggregate undrawn amount and Junior Lien Obligations; (ii) in whole, as to the percentage First Lien only, upon the written request of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Documents) of all outstanding letters of credit issued pursuant to any Parity Lien Documents or, solely Company to the extent if Collateral Agent, at any agreed to by the issuer time when there has been a Discharge of any outstanding letter of credit issued pursuant to any Parity First Lien Document, the issuance of a back to back letter of credit in favor of the issuer of any such outstanding letter of credit in an amount equal to such outstanding letter of credit and issued by a financial institution acceptable to such issuerObligations; (2iii) in whole, as to the Junior Lien only, upon the written request of the Company to the Collateral Agent, at any time when there has been a Discharge of Junior Lien Obligations; (iv) as to a release of any Collateral that (x) is or becomes an Excluded Property (as defined in the Credit Agreement, the Indenture or any other Secured Debt Document (or any equivalent defined term in such agreements)) or (y) is sold, transferred or otherwise disposed of by the Issuer Company or any Guarantor other Grantor to a Person that is not (either before or after such sale, transfer or disposition) the Issuer Company or a Restricted Subsidiary of (as defined in the Company Credit Agreement, Indenture or any other Secured Debt Document) in a transaction or other circumstance that complies with each applicable Secured Debt Document; provided, that this clause (iv) shall not apply to sales or dispositions subject to Section 4.10 8.4 of the Credit Agreement (Fundamental Changes), Article 5 (Successors) of the Indenture and is permitted by all of the or functionally equivalent provisions in other Parity Lien Secured Debt Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 5.01 of the Indenture; (3v) as to a release of less than all or substantially all of the Collateral (other than pursuant to clause (2iv) above), if consent to the release of all Parity Liens on such Collateral has been given directed by an Act of Required Secured PartiesParties accompanied by an Officers’ Certificate to the effect that the release was permitted by each applicable Secured Debt Document; provided, that this clause (3v) shall not apply (A) in the case of the Discharge of First Lien Obligations or (B) to sales or dispositions subject to Section 5.01 8.4 (Fundamental Changes) of the IndentureCredit Agreement, Article 5 (Successors) of the Indenture or functionally equivalent provisions in other Secured Debt Documents; (4vi) as to a release of all or substantially all of the Collateral (other than pursuant to clause clauses (1i), (ii) or (iii) above), if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Parity Lien Secured Debt at the time outstanding as provided for in the applicable Parity Lien Documents, Secured Debt Documents and (B) the Issuer Company has delivered an Officers’ Certificate to the Collateral Trustee Agent certifying that any such necessary consents have been obtained; (5vii) (A) if any Guarantor Grantor is released from its obligations under each of the Parity Junior Lien Documents, then the Parity Junior Liens on the Collateral granted by such Collateral Grantor and the obligations of such Guarantor Grantor under its Guarantee of the Parity Junior Lien Obligations, shall be automatically, unconditionally and simultaneously released and (B) if any Grantor is released from its obligations under each of the First Lien Documents, then the First Liens on the Collateral granted by such Grantor and the obligations of such Grantor under its Guarantee of the First Lien Obligations, shall be automatically, unconditionally and simultaneously released; (6viii) as directed to the Junior Lien only, upon (A) release (other than a release as a result of the Discharge of the First Lien Obligations) of the First Lien on such Collateral pursuant to the First Lien Documents and (B) delivery by the Company to the Collateral Agent of an Officer’s Certificate certifying as to the same, together with an Officer’s Certificate; and (ix) notwithstanding any of the foregoing, (A) if the Collateral Agent is exercising its rights or remedies with respect to the Collateral under the First Lien Security Documents pursuant to an Act of Required Secured Parties accompanied Parties, and the Collateral Agent releases any of the First Liens on any part of the Collateral or any Grantor is released from its obligations under its Guarantee of the First Lien Obligations in connection therewith, then the Junior Liens on such Collateral and the obligations of such Grantor under its Guarantee of the Junior Lien Obligations shall be automatically, unconditionally and simultaneously released and (B) if in connection with any exercise of rights and remedies by the Collateral Agent under the First Lien Security Documents pursuant to an Officers’ Certificate Act of Required Secured Parties, the Capital Stock of any Person is foreclosed upon or otherwise disposed of and the Collateral Agent releases the First Lien on the property or assets of such Person then the Junior Liens with respect to the effect that property or assets of such Person will be concurrently and automatically released to the release same extent as the First Liens on such property or subordination was permitted by each applicable Parity Lien Document; (7) as ordered pursuant to applicable law under a final and non-appealable order or judgment of a court of competent jurisdiction; and (8) as provided in the Intercreditor Agreementassets are released. (b) The Collateral Trustee Agent agrees for the benefit of the Issuer Company and the other Grantors that if the Collateral Trustee Agent at any time receives: (1i) an Officers’ Certificate stating that (A) each the signing officer has read Article 4 IV of this Agreement and understands the provisions and the definitions relating hereto, (B) such officer has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Parity Lien Secured Debt Documents, if any, relating to the release of the Collateral have been complied with and (C) in the opinion of such officer, such conditions precedent, if any, have been complied with; (2ii) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (3iii) prior to the Discharge of First Lien Obligations, the written confirmation of each Parity First Lien Debt Representative (or, at any time after the Discharge of First Lien Obligations, each Junior Lien Debt Representative) (such confirmation to be given following receipt of, and may be based solely on, the Officers’ Certificate described in clause (1i) above) that, in its view, such release is permitted by Section 4.1(a) and the respective Parity Lien Secured Debt Documents governing the Parity Lien Secured Obligations the holders of which such Parity Lien Secured Debt Representative represents, ; then the Collateral Trustee will Agent will, at the cost of the Company, execute (with such acknowledgements and/or notarizations as are required) and deliver such release to the Issuer Company or other applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth second Business Day after the date of receipt of the items required by this Section 4.1(b4.01(b) by the Collateral TrusteeAgent. (c) The Collateral Trustee hereby Agent xxxxxx agrees that: (1i) in the case of any release pursuant to clause (2iv) of Section 4.1(a4.01(a), if the terms of any such sale, transfer or other disposition require the payment of the purchase price to be contemporaneous with the delivery of the applicable release, then, at the written request of and at the expense of the Issuer Company or other applicable Grantor, the Collateral Trustee Agent will either (A) be present at and deliver the release at the closing of such transaction or (B) deliver the release under customary escrow arrangements that permit such contemporaneous payment and delivery of the release; and (2ii) at any time when a Parity Secured Debt Default under a Series of Secured Debt that constitutes Junior Lien Debt Default has occurred and is continuing, within three one Business Days Day of the receipt by it of any Act of Required Secured Parties pursuant to Section 4.1(a)(34.01(a)(v), the Collateral Trustee Agent will deliver a copy of such Act of Required Secured Parties to each Parity Lien Secured Debt Representative. (d) Each Parity Lien Secured Debt Representative hereby xxxxxx agrees that: (1i) as soon as reasonably practicable after receipt of an Officers’ Certificate from the Issuer Company pursuant to Section 4.1(b)(14.01(b)(i), it will, to the extent required by such SectionSection 4.01(b)(iii), either provide (A) the written confirmation required by Section 4.1(b)(34.01(b)(iii), (B) a written statement that such release is not permitted by Section 4.1(a) 4.01 or (C) a written request for further information from the Issuer Company reasonably necessary to determine whether the proposed release is permitted by Section 4.1(a) 4.01 and after receipt of such information such Parity Lien Secured Debt Representative will as soon as reasonably practicable either provide the written confirmation or statement required pursuant to clause (A) or (B), as applicable; and (2ii) within three one Business Days Day of the receipt by it of any notice from the Collateral Trustee Agent pursuant to Section 4.1(c)(24.01(c)(ii), such Parity Lien Secured Debt Representative will deliver a copy of such notice to each registered holder of the Series of Parity First Lien Debt or Series of Junior Lien Debt for which it acts as Parity Lien Secured Debt Representative.

Release or Subordination of Liens on Collateral. (a) The Collateral Trustee’s Liens upon the Collateral will be released or subordinated in any of the following circumstances: (1i) in whole, as to both the First Liens and the Junior Liens, upon (A) payment in full and discharge the later of all outstanding Parity Lien Debt and all other Parity the Discharge of First Lien Obligations that are outstanding, due and payable at the time all of the Parity Lien Debt is paid in full and discharged and (B) termination or expiration of all commitments to extend credit under all Parity Lien Documents and the cancellation or termination, cash collateralization (at the lower Discharge of (i) 105% of the aggregate undrawn amount and Junior Lien Obligations; (ii) in whole, as to the percentage First Lien only, upon the written request of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Documents) of all outstanding letters of credit issued pursuant to any Parity Lien Documents or, solely Borrower to the extent if Collateral Trustee, at any agreed to by the issuer time when there has been a Discharge of any outstanding letter of credit issued pursuant to any Parity First Lien Document, the issuance of a back to back letter of credit in favor of the issuer of any such outstanding letter of credit in an amount equal to such outstanding letter of credit and issued by a financial institution acceptable to such issuerObligations; (2iii) in whole, as to the Junior Lien only, upon the written request of the Borrower to the Collateral Trustee, at any time when there has been a Discharge of Junior Lien Obligations; (iv) as to a release of any Collateral that (x) is or becomes an Excluded Asset (as defined in the Credit Agreement, the Indenture or any other Secured Debt Document (or any equivalent defined term in such agreements)) or (y) is sold, transferred or otherwise disposed of by the Issuer Borrower or any Guarantor other Grantor to a Person that is not (either before or after such sale, transfer or disposition) the Issuer Borrower or a Restricted Subsidiary of (as defined in the Company Credit Agreement, Indenture or any other Secured Debt Document) in a transaction or other circumstance that complies with Section 4.10 each applicable Secured Debt Document; provided, that this clause (iv) shall not apply to sales of the Indenture and is permitted by all of the other Parity Lien Documents, at the time of such sale, transfer or other disposition or to the extent of the interest sold, transferred or otherwise disposed of; provided that the Collateral Trustee’s Liens upon the Collateral will not be released if the sale or disposition is subject to Section 5.01 7.1 of the Credit Agreement or Article 5 (Successors) of the Indenture; (3v) as to a release of less than all or substantially all of the Collateral (other than pursuant to clause (2iv) above), if consent to the release of all Parity Liens on such Collateral has been given directed by an Act of Required Secured PartiesParties accompanied by an Officers’ Certificate to the effect that the release was permitted by each applicable Secured Debt Document; provided, that this clause (3v) shall not apply (A) in the case of the Discharge of First Lien Obligations or (B) to sales or dispositions subject to Section 5.01 7.1 (Restrictions on Fundamental Changes) of the Credit Agreement or Article 5 (Successors) of the Indenture; (4vi) as to a release of all or substantially all of the Collateral (other than pursuant to clause clauses (1i), (ii) or (iii) above), if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Parity Lien Secured Debt at the time outstanding as provided for in the applicable Parity Lien Documents, Secured Debt Documents and (B) the Issuer Borrower has delivered an Officers’ Certificate to the Collateral Trustee certifying that any such necessary consents have been obtained; (5A) if any Guarantor Grantor is released from its obligations under each of the Parity Junior Lien Documents, then the Parity Junior Liens on the Collateral granted by such Collateral Grantor and the obligations of such Guarantor Grantor under its Guarantee of the Parity Junior Lien Obligations, shall be automatically, unconditionally and simultaneously released and (B) if any Grantor is released from its obligations under each of the First Lien Documents, then the First Liens on the Collateral granted by such Grantor and the obligations of such Grantor under its Guarantee of the First Lien Obligations, shall be automatically, unconditionally and simultaneously released; (6viii) as directed to the Junior Lien only, upon (A) release (other than a release as a result of the Discharge of the First Lien Obligations) of the First Lien on such Collateral pursuant to the First Lien Documents and (B) delivery by the Borrower to the Collateral Trustee of an Officer’s Certificate certifying as to the same, together with an Officer’s Certificate; and (ix) notwithstanding any of the foregoing, (A) if the Collateral Trustee is exercising its rights or remedies with respect to the Collateral under the First Lien Security Documents pursuant to an Act of Required Secured Parties accompanied Parties, and the Collateral Trustee releases any of the First Liens on any part of the Collateral or any Grantor is released from its obligations under its Guarantee of the First Lien Obligations in connection therewith, then the Junior Liens on such Collateral and the obligations of such Grantor under its Guarantee of the Junior Lien Obligations shall be automatically, unconditionally and simultaneously released and (B) if in connection with any exercise of rights and remedies by the Collateral Trustee under the First Lien Security Documents pursuant to an Officers’ Certificate Act of Required Secured Parties, the Capital Stock of any Person are foreclosed upon or otherwise disposed of and the Collateral Trustee releases the First Lien on the property or assets of such Person then the Junior Liens with respect to the effect that property or assets of such Person will be concurrently and automatically released to the release same extent as the First Liens on such property or subordination was permitted by each applicable Parity Lien Document; (7) as ordered pursuant to applicable law under a final and non-appealable order or judgment of a court of competent jurisdiction; and (8) as provided in the Intercreditor Agreementassets are released. (b) The Collateral Trustee agrees for the benefit of the Issuer Borrower and the other Grantors that if the Collateral Trustee at any time receives: (1i) an Officers’ Certificate stating that (A) each the signing officer has read Article 4 of this Agreement and understands the provisions and the definitions relating hereto, (B) such officer has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Parity Lien Secured Debt Documents, if any, relating to the release of the Collateral have been complied with and (C) in the opinion of such officer, such conditions precedent, if any, have been complied with; (2ii) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (3iii) prior to the Discharge of First Lien Obligations, the written confirmation of each Parity First Lien Debt Representative (or, at any time after the Discharge of First Lien Obligations, each Junior Lien Debt Representative) (such confirmation to be given following receipt of, and may be based solely on, the Officers’ Certificate described in clause (1i) above) that, in its view, such release is permitted by Section 4.1(a) and the respective Parity Lien Secured Debt Documents governing the Parity Lien Secured Obligations the holders of which such Parity Lien Secured Debt Representative represents, ; then the Collateral Trustee will will, at the cost of the Borrower, execute (with such acknowledgements and/or notarizations as are required) and deliver such release to the Issuer Borrower or other applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth second Business Day after the date of receipt of the items required by this Section 4.1(b4.01(b) by the Collateral Trustee. (c) The Collateral Trustee hereby agrees that: (1i) in the case of any release pursuant to clause (2iv) of Section 4.1(a4.01(a), if the terms of any such sale, transfer or other disposition require the payment of the purchase price to be contemporaneous with the delivery of the applicable release, then, at the written request of and at the expense of the Issuer Borrower or other applicable Grantor, the Collateral Trustee will either (A) be present at and deliver the release at the closing of such transaction or (B) deliver the release under customary escrow arrangements that permit such contemporaneous payment and delivery of the release; and (2ii) at any time when a Parity Secured Debt Default under a Series of Secured Debt that constitutes Junior Lien Debt Default has occurred and is continuing, within three one Business Days Day of the receipt by it of any Act of Required Secured Parties pursuant to Section 4.1(a)(34.01(a)(v), the Collateral Trustee will deliver a copy of such Act of Required Secured Parties to each Parity Lien Secured Debt Representative. (d) Each Parity Lien Secured Debt Representative hereby hxxxxx agrees that: (1i) as soon as reasonably practicable after receipt of an Officers’ Certificate from the Issuer Borrower pursuant to Section 4.1(b)(14.01(b)(i), it will, to the extent required by such SectionSection 4.01(b)(iii), either provide (A) the written confirmation required by Section 4.1(b)(34.01(b)(iii), (B) a written statement that such release is not permitted by Section 4.1(a4.01(a) or (C) a written request for further information from the Issuer Borrower reasonably necessary to determine whether the proposed release is permitted by Section 4.1(a4.01(a) and after receipt of such information such Parity Lien Secured Debt Representative will as soon as reasonably practicable either provide the written confirmation or statement required pursuant to clause (A) or (B), as applicable; and (2ii) within three one Business Days Day of the receipt by it of any notice from the Collateral Trustee pursuant to Section 4.1(c)(24.01(c)(ii), such Parity Lien Secured Debt Representative will deliver a copy of such notice to each registered holder of the Series of Parity First Lien Debt or Series of Junior Lien Debt for which it acts as Parity Lien Secured Debt Representative.

Release or Subordination of Liens on Collateral. (a) The Collateral Trustee’s Liens upon applicable property or assets included in the Collateral will shall be automatically released or subordinated in from the Liens of the Collateral Agent securing the Secured Obligations under any one of the following circumstances: (1) in whole, upon (A) payment in full and discharge of all outstanding Parity Lien Debt and all other Parity Lien Obligations that are outstanding, due and payable at the time all of the Parity Lien Debt is paid in full and discharged and (B) termination or expiration of all commitments to extend credit under all Parity Lien Documents and the cancellation or termination, cash collateralization (at the lower of (i) 105% of the aggregate undrawn amount and (ii) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the applicable Parity Lien Documents) of all outstanding letters of credit issued pursuant to any Parity Lien Documents or, solely to the extent if any agreed to consummation by the issuer of any outstanding letter of credit issued pursuant to any Parity Lien Document, the issuance of a back to back letter of credit in favor of the issuer of any such outstanding letter of credit in an amount equal to such outstanding letter of credit and issued by a financial institution acceptable to such issuer; (2) as to any Collateral that is sold, transferred or otherwise disposed of by the Issuer or any Guarantor of any disposition of property or assets to a Person that is not (either before or after such sale, transfer or disposition) the an Issuer or a Restricted Subsidiary of the Company in a transaction or other circumstance that complies with Section 4.10 of the Indenture and is permitted by all of the other Parity Lien Documents, at the time of such sale, transfer or other disposition or Guarantor to the extent such disposition is not prohibited by the Second Lien Debt Documents; (2) in respect of the interest soldproperty or assets of a Guarantor, transferred or otherwise disposed of; provided that the Collateral Trustee’s Liens upon the Collateral will not designation of such Guarantor to be released if an Unrestricted Subsidiary (or equivalent term) in accordance with the sale Second Lien Debt Documents and the definition of “Unrestricted Subsidiary” (or disposition is subject to Section 5.01 of the Indentureequivalent term); (3) as to a release of less than all or substantially all in respect of the Collateral (other than pursuant to clause (2) above)property and assets of a Guarantor, if consent to upon the release or discharge of all Parity Liens on such Collateral has been given by an Act Guarantor of Required Secured Parties; provided, that this clause (3) shall not apply to sales or dispositions subject to Section 5.01 its obligations as a guarantor in respect of the IndentureSecond Lien Debt Documents in accordance with the Second Lien Debt Documents; (4) as to a upon the occurrence of any event requiring such release of all or substantially all under the terms of the Collateral (other than pursuant to clause (1) above), if (A) consent to release of that Collateral has been given by the requisite percentage or number of holders of each Series of Parity Lien Debt at the time outstanding as provided for in the applicable Parity Lien Documents, and (B) the Issuer has delivered an Officers’ Certificate to the Collateral Trustee certifying that any such necessary consents have been obtainedIntercreditor Agreement; (5) if upon any Guarantor is released such property or asset being excluded from its obligations under each the Collateral pursuant to Section 2.2 of the Parity Lien Documents, then the Parity Liens on such Collateral and the obligations of such Guarantor under its Guarantee of the Parity Lien Obligations, shall be automatically, unconditionally and simultaneously released;Security Agreement; or (6) if such release is directed in writing by the Controlling Secured Representative. The Collateral Agent shall not release any Lien upon any Collateral, except as directed by an Act expressly provided in this Section 4.1(a) and in Section 4.1(b). (b) The Liens of Required the Collateral Agent in all Collateral securing the Secured Parties accompanied by Obligations also will be released if all Secured Obligations have been paid in full in immediately available funds or defeased in accordance with the terms of the applicable Second Lien Debt Documents. (c) At any time that any Grantor desires that the Collateral Agent take any action to acknowledge or give effect to any release of Collateral pursuant to the provisions of Section 4.1(a) or 4.1(b), the Company shall, on behalf of itself or the respective Grantor, deliver to the Collateral Agent an Officers’ Certificate to the effect and an Opinion of Counsel, each stating that the release of the respective Collateral is permitted pursuant to Section 4.1(a)(1), (2), (3), (4), (5) or subordination was permitted by each applicable Parity Lien Document;(6) or Section 4.1(b), as the case may be. In determining whether any release of Collateral is permitted, the Collateral Agent shall be entitled to conclusively rely on any Officers’ Certificate and any Opinion of Counsel furnished to it pursuant to the immediately preceding sentence. All actions taken pursuant to this Section 4.1 shall be at the sole cost and expense of the Company and the respective Grantor. (7d) The Collateral Agent shall not subordinate any Lien of the Collateral Agent upon the Collateral or consent to the subordination of any Lien of the Collateral Agent on the Collateral, except (i) as ordered pursuant to applicable law under a final and non-appealable nonappealable order or judgment of a court of competent jurisdiction; and , (8) as provided in ii) pursuant to the Intercreditor Agreement. Agreement and (biii) The Collateral Trustee agrees for as directed in writing by the benefit of the Issuer and the other Grantors that if the Collateral Trustee at any time receives: (1) Controlling Secured Representative accompanied by an Officers’ Certificate stating that (A) each signing officer has read Article 4 and Opinion of this Agreement and understands Counsel delivered by the provisions and the definitions relating hereto, (B) such officer has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not the conditions precedent in this Agreement and all other Parity Lien Documents, if any, relating Company to the release of effect that the Collateral have been complied with and (C) in the opinion of such officer, such conditions precedent, if any, have been complied with; (2) the proposed instrument or instruments releasing such Lien as to such property in recordable form, if applicable; and (3) the written confirmation of each Parity Lien Representative (such confirmation to be given following receipt of, and based solely on, the Officers’ Certificate described in clause (1) above) that, in its view, such release is subordination was permitted by Section 4.1(a) and the respective Parity each applicable Second Lien Documents governing the Parity Lien Obligations the holders of which such Parity Lien Representative represents, then the Collateral Trustee will execute (with such acknowledgements and/or notarizations as are required) and deliver such release to the Issuer or other applicable Grantor on or before the later of (x) the date specified in such request for such release and (y) the fifth Business Day after the date of receipt of the items required by this Section 4.1(b) by the Collateral TrusteeDebt Document. (ce) The Collateral Trustee hereby agrees that: (1) in Notwithstanding anything herein to the case of any release pursuant to clause (2) of Section 4.1(a)contrary, if the terms of any such sale, transfer or other disposition require the payment of the purchase price to be contemporaneous with the delivery of the applicable release, then, at the written request of and at the expense of the Issuer or other applicable Grantor, the Collateral Trustee will either (A) be present at and deliver the release at the closing of such transaction or (B) deliver the release under customary escrow arrangements that permit such contemporaneous payment and delivery of the release; and (2) at any time when a Parity Lien Debt an Event of Default has occurred and is continuing, within three Business Days continuing and the maturity of the receipt by it applicable Second Lien Debt has been accelerated and the applicable Secured Representative has delivered a notice of any Act such acceleration to the Collateral Agent, thereafter no release of Required Secured Parties Collateral pursuant to Section 4.1(a)(3), the provisions of this Agreement will be effective unless and until the applicable Secured Representative delivers notice to the Collateral Trustee will deliver a copy Agent that such acceleration has been rescinded or that the applicable Second Lien Debt has been paid in full or been defeased in accordance with the terms of such Act of Required Secured Parties to each Parity the applicable Second Lien RepresentativeDebt Documents. (df) Each Parity Lien If a Secured Representative hereby agrees that: (1) as soon as reasonably practicable after receipt of an Officers’ Certificate from the Issuer pursuant to Section 4.1(b)(1), it will, delivers a notice to the extent required by such Section, provide (A) the written confirmation required by Section 4.1(b)(3), (B) a written statement Collateral Agent that such release is Secured Representative, on behalf of the holders of the applicable Series of Second Lien Debt, disclaims and gives up any and all rights it has in and to the Collateral, and any rights it has under the Security Documents, then the Collateral Agent shall be deemed not permitted by Section 4.1(a) or (C) to hold a written request for further information from Lien in the Issuer reasonably necessary to determine whether the proposed release is permitted by Section 4.1(a) and after receipt Collateral on behalf of such information such Parity Lien Secured Representative will as soon as reasonably practicable either provide and the written confirmation or statement required pursuant to clause (A) or (B), as applicable; and (2) within three Business Days of the receipt by it of any notice from the Collateral Trustee pursuant to Section 4.1(c)(2), such Parity Lien Representative will deliver a copy holders of such notice to each registered holder of the Series of Parity Second Lien Debt for which it acts as Parity and the Obligations in respect of such Series of Second Lien RepresentativeDebt shall no longer be Secured Obligations hereunder or any other Security Document.