Release of Security Interest or Guaranty. Upon the proposed sale or other disposition of any Collateral to any Person that is permitted by this Agreement or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to subsection 10.6) have otherwise consented, or the sale or other disposition of the Capital Stock of a Guarantor to such that such Guarantor ceases to be a Subsidiary or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to subsection 10.6) have otherwise consented, such Loan Party shall deliver an Officer’s Certificate (i) stating that the Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and (ii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transaction. Upon the receipt of such Officer’s Certificate, Administrative Agent shall, at such Loan Party’s expense, so long as Administrative Agent (a) has no reason to believe that the facts stated in such Officer’s Certificate are not true and correct and (b), if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, shall have received evidence satisfactory to it that arrangements satisfactory to it have been made for delivery of the Net Asset Sale Proceeds if and as required by subsection 2.4, execute and deliver such releases of its security interest in such Collateral or such Guaranty, as may be reasonably requested by such Loan Party.
Release of Security Interest or Guaranty. (a) Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate of Company) that is permitted by this Agreement or to which Requisite Lenders have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor to any Person (other than an Affiliate of Company) that is permitted by this Agreement or to which Requisite Lenders have otherwise consented, for which a Loan Party desires to obtain a security interest release or a release of the Subsidiary Guaranty from Administrative Agent, such Loan Party shall deliver an Officer’s Certificate (i) stating that the Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and (ii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transaction. Upon the receipt of such Officer’s Certificate, Administrative Agent shall, at such Loan Party’s expense, so long as Administrative Agent is not aware that the facts stated in such Officer’s Certificate are not true and correct, execute and deliver such releases of its security interest in such Collateral or such Subsidiary Guaranty, as may be reasonably requested by such Loan Party.
Release of Security Interest or Guaranty. Upon the proposed sale or other disposition of any Collateral that is permitted by this Agreement or to which Requisite Lenders have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor to any Person (other than an Affiliate of Company) permitted by this Agreement or to which Requisite Lenders have otherwise consented, for which a Loan Party desires to obtain a security interest release or a release of any Guaranty from Administrative Agent, such Loan Party shall deliver an Officer’s Certificate (i) stating that the Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and (ii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transaction. Upon the receipt of such Officer’s Certificate, Administrative Agent shall, at such Loan Party’s expense, so long as Administrative Agent (a) has no reason to believe that the facts stated in such Officer’s Certificate are not true and correct and (b), if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, shall have received evidence satisfactory to it that arrangements satisfactory to it have been made for delivery of the Net Asset Sale Proceeds if and as required by subsection 2.4, execute and deliver such releases of its security 131 interest in such Collateral or such Subsidiary Guaranty, as may be reasonably requested by such Loan Party.
Release of Security Interest or Guaranty. Upon (a) the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate of Company) that is permitted by this Agreement or to which Requisite Lenders have otherwise consented, (b) the sale or other disposition of all of the Equity Interests of a Subsidiary Guarantor to any Person (other than an Affiliate of Company) that is permitted by this Agreement or to which Requisite Lenders have otherwise consented or (c) the permitted designation of a HUD Subsidiary under subsection 7.3B, for which a Loan Party desires to obtain a security interest release or a release of the Subsidiary Guaranty from Collateral Agent, such Loan Party shall deliver an Officer’s Certificate (i) stating that the Collateral or the Equity Interests subject to such disposition or such designation, as the case may be, is being sold or otherwise disposed of or designated in compliance with the terms hereof and (ii) specifying the Collateral or Equity Interests being sold or otherwise disposed of or the identity of the Subsidiary so designated in the proposed transaction. Upon the receipt of such Officer’s Certificate, Collateral Agent shall, at such Loan Party’s expense, so long as Collateral Agent (a) has no reason to believe that the facts stated in such Officer’s Certificate are not true and correct and (b) (x) if the sale or other disposition of such item of Collateral or Equity Interests constitutes an Asset Sale, shall have received evidence reasonably satisfactory to it that arrangements reasonably satisfactory to it have been made for delivery of the Net Asset Sale Proceeds if and as required by subsection 2.4 and (y) in the case of a designation of a HUD Subsidiary, shall have received evidence reasonably satisfactory to it that arrangements reasonably satisfactory to it have been made for delivery of the Net Indebtedness Proceeds required by subsection 2.4, execute and deliver such releases of its security interest in such Collateral or such Subsidiary Guaranty, as may be reasonably requested by such Loan Party (it being understood that, in the case of the designation of a HUD Subsidiary, Collateral Agent shall not be required to release the Lien in the Equity Interests of such HUD Subsidiary).
Release of Security Interest or Guaranty. (a) Each Lender and each Issuing Lender hereby consents to the automatic release and hereby directs the applicable Agent to release the following:
Release of Security Interest or Guaranty. Upon the proposed sale or other disposition of any Collateral to any Person that is permitted by this Agreement or to which Required Lenders have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Guarantor to any Person that is permitted by this Agreement or to which Required Lenders have otherwise consented, for which a Credit Party desires to obtain a security interest release or a release of the Guaranty from Administrative Agent, such Credit Party shall deliver an Officer’s Certificate (i) stating that the Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and (ii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transaction. Upon the receipt of such Officer’s Certificate, Administrative Agent shall, at such Credit Party’s expense, so long as Administrative Agent has no reason to believe that the facts stated in such Officer’s Certificate are not true and correct, execute and deliver such releases of its security interest in such Collateral or such Guaranty, as may be reasonably requested by such Credit Party.
Release of Security Interest or Guaranty. 158 10.25 Construction of Agreement; Nature of Relationship 159 10.26 Designated Senior Indebtedness 159 EXHIBITS I FORM OF NOTICE OF BORROWING II FORM OF NOTICE OF CONVERSION/CONTINUATION III FORM OF NOTICE OF ISSUANCE OF LETTER OF CREDIT IV FORM OF TERM NOTE V FORM OF REVOLVING NOTE VI FORM OF SWING LINE NOTE VII FORM OF COMPLIANCE CERTIFICATE VIII FORM OF OPINION OF COUNSEL TO LOAN PARTIES IX FORM OF ASSIGNMENT AGREEMENT X FORM OF SOLVENCY CERTIFICATE XI FORM OF SUBSIDIARY GUARANTY XII FORM OF SECURITY AGREEMENT XIII FORM OF MORTGAGE XIV-A FORM OF DEPOSIT ACCOUNT CONTROL AGREEMENT XIV-B FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT XV-A FORM OF INSTRUMENT OF JOINDER XV-B FORM OF NOTICE TO LENDERS XV-C FORM OF OFFICER’S CERTIFICATE XVI FORM OF ENVIRONMENTAL INDEMNITY AGREEMENT XVII FORM OF CERTIFICATE RE NON-DOMESTIC BANK STATUS
Release of Security Interest or Guaranty. A. Notwithstanding anything to the contrary contained herein or in any other Loan Document, Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to or consent of any Lender except as expressly required by subsection 10.6) to take any action requested by Company having the effect of releasing any Collateral or the Guarantee and Collateral Agreement (i) to the extent necessary to permit consummation of any proposed sale or other disposition of any Collateral not prohibited by any Loan Document or that has been consented to in accordance with subsection 10.6 or (ii) under the circumstances described in subsection 10.14B below.
Release of Security Interest or Guaranty. A. Upon the proposed sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor to any Person (other than an Affiliate of Company) pursuant to a sale or other dispositions that is permitted hereunder or to which Requisite Lenders have otherwise consented or in the event Company provides written notice to Administrative Agent that any Subsidiary Guarantor is no longer a Material Domestic Subsidiary or a Domestic Subsidiary required to execute the Subsidiary Guaranty, for which a Loan Party desires to obtain a security interest release or a release of the Subsidiary Guaranty from Administrative Agent, such Loan Party shall deliver an Officer’s Certificate (i) stating that the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof or (ii) stating that such Subsidiary Guarantor is no longer a Material Domestic Subsidiary. Upon the receipt of such Officer’s Certificate, Administrative Agent shall, at such Loan Party’s expense, so long as Administrative Agent has no reason to believe that the facts stated in such Officer’s Certificate are not true and correct, execute and deliver such releases of its security interest in such Capital Stock or such Subsidiary Guaranty, as may be reasonably requested by such Loan Party.
Release of Security Interest or Guaranty
