Common use of Release or Subordination of Liens Clause in Contracts

Release or Subordination of Liens. The Collateral Trustee will not release or subordinate any Priority Lien of the Collateral Trustee or consent to the release or subordination of any Priority Lien of the Collateral Trustee, except: (a) pursuant to a Controlling Priority Lien Representative Direction accompanied by an Officers’ Certificate to the effect that the release or subordination in respect of Permitted Prior Liens (i) is permitted by each applicable Priority Lien Document and in the case of any subordination, such subordination does not affect the priority of the First-Out Lien and the First-Out Obligations in relation to the First Lien Obligations as set forth in Section 3.4, and the rights and remedies of the First-Out Representative set forth in this Agreement, and (ii) otherwise satisfies the requirements of Section 4.1(b)(i) and 4.1(b)(ii); (b) to release or subordinate Liens on Collateral to the extent permitted by each applicable Priority Lien Document; provided that the Collateral Trustee receives an Officers’ Certificate to the effect that (i) the release or subordination is permitted by each applicable Priority Lien Document and otherwise satisfies the requirements of Section 4.1(b)(i) and 4.1(b)(ii), and (ii) in the case of any subordination, such subordination does not affect the priority of the First-Out Lien and the First-Out Obligations in relation to the First Lien Obligations as set forth in Section 3.4, and the rights and remedies of the First-Out Representative set forth in this Agreement; or (c) as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction.

Release or Subordination of Liens. The Collateral Trustee will not release or subordinate any Priority Lien granted in favor of the Collateral Trustee or consent to the release or subordination of any Priority Lien granted in favor of the Collateral Trustee, except: (a) pursuant to a Controlling Priority Lien Representative Direction accompanied by an Officers’ Certificate to the effect that the release or subordination in respect of Permitted Prior Liens (i) is permitted by each applicable Priority Lien Document and in the case of any subordination, such subordination does not affect the priority of the First-Out Lien and the First-Out Obligations in relation to the First Lien Obligations other than as set forth in clause (b) of this Section 3.43.2, and the rights and remedies solely with respect to subordination, as directed by an Act of the First-Out Representative set forth in this Agreement, and (ii) otherwise satisfies the requirements of Section 4.1(b)(i) and 4.1(b)(ii)Required Secured Parties; (b) upon the reasonable request and at the expense of any Grantor, to release or subordinate Liens on Collateral to the extent permitted by each applicable Priority any Lien Document; provided that in favor of the Collateral Trustee receives an Officers’ Certificate to the effect that (i) in connection with the release incurrence of any Indebtedness (as defined in the Indenture or subordination is permitted by each applicable Priority Lien Document and otherwise satisfies the requirements of Section 4.1(b)(iPrivate Exchange Notes Indenture, as applicable) pursuant to Sections 4.09(b)(iv) and 4.1(b)(ii(xx) of the Indenture or the Private Exchange Notes Indenture (and any corresponding section of any other Secured Debt Document), and (ii) to the holder of any Permitted Prior Lien identified in clauses (3) and (4) of the definition of “Permitted Liens” in the case Indenture or the Private Exchange Notes Indenture (and any corresponding section of any subordinationother Secured Debt Document), in each case certified by such Grantor to the Collateral Trustee in an Officer’s Certificate, to which the Collateral Trustee may conclusively rely without liability, that such subordination does not affect is permitted in accordance with this Section 3.2 and the priority section or sections of the First-Out Lien and the First-Out Obligations in relation to the First Lien Obligations applicable Secured Debt Document; (c) as set forth in Section 3.4, and the rights and remedies of the First-Out Representative set forth in this Agreementrequired or permitted by Article IV; or (cd) as ordered pursuant to applicable law under a final and nonappealable order or judgment of a court of competent jurisdiction.