Common use of Release or Subordination of Liens Clause in Contracts

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.

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 (if the Controlling Priority Debt Representative is the Original Term Loan Agent, acting at the direction of the Required Term Loan Lenders) 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 FLLO Liens upon the Discharge of Term Loan FLLO 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 Original 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.

Release or Subordination of Liens. (a) The Notwithstanding anything to the contrary contained in the Secured Obligation Documents, the Collateral Trustee Agent will not release or subordinate any Lien of the Collateral Trustee or consent to the release or subordination of any Lien of the granted by any Collateral TrusteeDocument, except: except (i) for a release of or the subordination of any Lien with respect to all or substantially all of the Collateral, upon the written direction of the Administrative Agent, (ii) for a release of or the subordination of any Lien with respect to less than all or substantially all of the Collateral, upon an Act of the Secured Parties, (iii) with respect to any Collateral, as directed by required or permitted under the Controlling Priority Debt Representative Credit Agreement (and any Collateral Documents related thereto), including upon the occurrence of a Collateral Fall-Away Event, provided that the Administrative Agent shall confirm in writing to the Collateral Agent that such release or subordination is permitted or required under the Credit Agreement, (iv) upon termination of this Agreement 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; 3.1 hereof or (v) as ordered pursuant to applicable law under a final and non-appealable order or judgment of a court of competent jurisdiction; or . For the avoidance of doubt, if (vii) as directed by each Priority Debt Representative to the Credit Agreement (and any Collateral Document related thereto) provides for an automatic release or subordinate Liens on Collateral to the extent permitted by each applicable Priority Debt Document; provided that of the Collateral Trustee receives an Officers’ Certificate confirming the foregoing. (b) Each Agent’s Lien over all or any part of the Revolver Collateral upon a disposition of such Collateral, (ii) such disposition complies with the terms of the Credit Agreement (and any Collateral Document related thereto) and (iii) upon such disposition, the Collateral Agent’s Lien over such Collateral would automatically be released under the Credit Agreement (and any Collateral Document related thereto), then such release shall be deemed permitted under this Agreement without the consent of the Collateral Agent, the Term Loan Administrative Agent or any other Secured Party hereunder and each other Priority Debt Representative hereby agrees to direct the Collateral Trustee, pursuant Agent shall be authorized 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 acknowledgment or desirable other document reasonably requested by the Company 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 Trusteesuch automatic release.

Release or Subordination of Liens. (a) The Noteholder Parties and the other Secured Parties hereby irrevocably agree that the Liens granted to the Collateral Agent by the Note Parties on any Collateral shall be automatically released: (i) in full upon the occurrence of the Termination Date as set forth in Section 15.12(d) below; (ii) upon the Disposition of such Collateral by any Note Party to a person that is not (and is not required to become) a Note Party in a transaction not prohibited by this Indenture (and the Collateral Agent and the Trustee will not may rely conclusively on a certificate to that effect provided to it by any Note Party upon its reasonable request without further inquiry), (iii) to the extent that such Collateral comprises property leased to a Note Party, upon termination or expiration of such lease (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Note Party upon its reasonable request without further inquiry), (iv) if the release of such Lien is approved, authorized or subordinate ratified in writing by the Required Noteholder Parties (or such other percentage of the Noteholder Parties whose consent may be required in accordance with Section 13.01), (v) to the extent that the property constituting such Collateral is owned by any Lien Subsidiary Guarantor, upon the release of such Subsidiary Guarantor from its obligations under the Guarantee in accordance with the Subsidiary Guaranty Agreement or clause (b) below (and the Collateral Agent and the Trustee may rely conclusively on a certificate to that effect provided to it by any Note Party upon its reasonable request without inquiry), (vi) as required by the Trustee to effect any Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent or the Trustee pursuant to the Security Documents and (vii) as required by the terms of any Intercreditor Agreement. The Noteholder Parties and the other Secured Parties hereby irrevocably agree that the Liens granted to the Collateral Agent by the Note Parties on any Collateral shall be automatically subordinated to the Liens securing other Indebtedness to the extent expressly contemplated by this Indenture and required by any Intercreditor Agreement permitted by this Indenture. Any such release or consent subordination shall not in any manner discharge, affect, or impair the Note Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Note Parties in respect of) all interests retained by the Note Parties, including the proceeds of any Disposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Note Documents. (b) In addition, the Noteholder Parties and the other Secured Parties hereby irrevocably agree that the Subsidiary Guarantors shall be automatically released from the Guarantees upon consummation of any transaction not prohibited hereunder resulting in such Subsidiary ceasing to exist or constitute a Subsidiary or otherwise becoming an Excluded Subsidiary (and the Trustee may rely conclusively on a certificate to that effect provided to it by any Note Party upon its reasonable request without inquiry). (c) The Noteholder Parties and the other Secured Parties hereby authorize the Trustee and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Subsidiary Guarantor or the release or subordination of any Lien Collateral pursuant to Section 15.09 and the foregoing provisions of the Collateral Trustee, except: (i) as directed by the Controlling Priority Debt Representative in accordance with this Section 6.01; (ii) if 15.12 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 return to the extent permitted Issuer all title documents (including share certificates (if any)) held by each applicable Priority Debt Document; provided that it in respect of any Collateral, all without the further consent or joinder of any Noteholder Party or any other Secured Party. Any representation, warranty or covenant contained in any Note Document relating to any such 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 or Subsidiary Guarantor shall no longer be deemed 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 be made. In connection with any release or subordination is required hereunder, the Trustee and the Collateral Agent shall promptly (and the Secured Parties hereby authorize the Trustee and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Priority Debt Documents governing Issuer and at the Priority Obligations for which Issuer’s expense in connection with the release or subordination of any Liens or release of Guarantees created by any Note Document in respect of such Person acts Subsidiary, property or asset; provided, that the Trustee and the Collateral Agent shall have received a certificate containing such certifications as Priority Debt Representative. the Trustee shall reasonably request (c) The Collateral and the Trustee agrees thatmay rely conclusively on a certificate to that effect provided to it by any Note Party upon its reasonable request without inquiry). Notwithstanding anything to the contrary contained herein or any other Note Document, on the Termination Date, upon request of the Borrower, after the occurrence of any event described in Section 3.02(a)Issuer, the Trustee and/or the Collateral Trustee will execute and deliver Agent, as applicable, shall (without notice to, or vote or consent of, any instruments, documents and agreements necessary or desirable Secured Party) take such actions as shall be required to effect, evidence and/or confirm release its security interest in all Collateral (including returning to the release Issuer all share certificates (if any) held by it in respect of any Collateral pursuant and terminating any control agreements in respect of Controlled Accounts), and to release all obligations under any Note Document, whether or not on the date of such release there may be any contingent indemnification obligations or expense reimburse claims not then due; provided, that the Trustee shall have received an Officer’s Certificate of the Issuer containing such certifications as the Trustee shall reasonably request (and the Trustee may rely conclusively on a certificate to that effect provided to it by any Note Party upon its reasonable request without inquiry). (d) Any such release of obligations shall be deemed subject to the provision that such obligations shall be reinstated if after such release any portion of any payment in respect of the obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Issuer or any Subsidiary Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Issuer or any Subsidiary Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. The Issuer agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Trustee or the Collateral Agent (and their respective representatives) in connection with taking such actions to release security interest in all Collateral and all obligations under the Note Documents as contemplated by 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 Trustee15.12(d).

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: (ia) as directed by an Act of Required Debtholders accompanied by an Officers’ Certificate to the Controlling Priority effect that the release or subordination was permitted by each applicable Secured Debt Representative in accordance with Section 6.01Document; (iib) if and to the extent, and in the manner, as required by Section 4.01(a) of the Second Lien Intercreditor AgreementArticle 4; (iii) the Revolver Liens upon the Discharge of Revolver Obligations; (iv) the Term Loan Liens upon the Discharge of Term Loan Obligations; (vc) as ordered pursuant to applicable law under a final and non-appealable 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 Parity Liens; or (vie) as directed by each Priority Debt Representative to release or subordinate Liens on Collateral to for the extent permitted by each applicable Priority Debt Document; provided that the Collateral Trustee receives an Officers’ Certificate confirming the foregoing. (b) Each subordination 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 securing the Secured Obligations 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 securing the Permitted Priority Debt Obligations to the extent required by the Intercreditor Agreement, or, if requested by the Company and if such request is accompanied by any Officer’s Certificate stating that such subordination is permitted pursuant to do so in accordance the terms of the Secured Debt Documents, to any other Permitted Prior Liens. In the event of any subordination to be undertaken pursuant to the foregoing clause (e), the Company will agree to deliver to the Collateral Trustee an Officer’s Certificate to the effect that such subordination complies with the terms of clauses (b) or (c) of this Section 3.02, the Borrower shall have Secured Debt Documents and the right to enforce the terms of clauses (b) and (c) of this Section 3.02 solely against the Collateral TrusteeSecurity Documents.