Common use of Release of Security Interest or Guaranty Clause in Contracts

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. Upon the proposed sale or other disposition of any Collateral with an aggregate value in excess of $500,000 in any single transaction or related series of transactions 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 with an aggregate value in excess of $500,000 in any single transaction or related series of transactions of a Guarantor to such that such Guarantor ceases to be a Subsidiary 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 consentedconsented (in each case other than sales or dispositions of inventory and services in the ordinary course of business), 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, promptly 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. 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 (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 all of the Capital Stock of a Subsidiary Guarantor to such any Person (other than an Affiliate of Company) that such Guarantor ceases to be a Subsidiary 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, 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 (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 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 (or such greater number of Lenders as may be required pursuant to subsection 10.6) have otherwise consented, or (b) the sale or other disposition of all of the Capital Stock Equity Interests of a Subsidiary Guarantor to such any Person (other than an Affiliate of Company) that such Guarantor ceases to be a Subsidiary 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 consentedconsented or (c) the permitted designation of a HUD Subsidiary under subsection 7.3(xii), 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 Capital Stock 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 Capital Stock 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, Administrative Collateral Agent shall, at such Loan Party’s expense, so long as Administrative 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 Capital Stock 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 PartyParty (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. 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 (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 all of the Capital Stock of a Subsidiary Guarantor to such any Person (other than an Affiliate of Company) that such Guarantor ceases to be a Subsidiary 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, 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 's Certificate (ia) 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 (iib) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transaction. Upon the receipt of such Officer’s 's Certificate, Administrative Agent shall, at such Loan Party’s 's expense, so long as Administrative Agent (ai) has no reason to believe that the facts stated in such Officer’s 's Certificate are not true and correct and (bii), 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 Subsidiary 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 (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 all of the Capital Stock of a Subsidiary Guarantor to such any Person (other than an Affiliate of Company) pursuant to a sale or other dispositions that such Guarantor ceases to be a Subsidiary is permitted hereunder or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to subsection 10.6) have otherwise consentedconsented 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 Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and or (ii) specifying stating that such Subsidiary Guarantor is no longer a Material Domestic Subsidiary or a Domestic Subsidiary required to execute the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transactionSubsidiary Guaranty. 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 2.4correct, execute and deliver such releases of its security interest in such Collateral Capital Stock 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 to any Person (other than a Loan Party) 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 all of the Capital Stock of a Subsidiary Guarantor to such any Person (other than a Loan Party) that such Guarantor ceases to be a Subsidiary 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, Administrative Agent’s security interest in such Collateral or the Guaranty of such Subsidiary Guarantor, as applicable, shall be automatically released without 144 any further act or action by Administrative Agent or the Lenders simultaneously with the consummation of such sale or other disposition. Upon the sale or other disposition of any Collateral to any Person (other than a Loan Party Party) that is permitted by subsection 7.7(iv) or (v) or for which Requisite Lender consent is required, Company shall deliver to Administrative Agent an Officer’s Certificate (i) specifying the Collateral or Capital Stock to be sold or otherwise disposed of in the proposed transaction and (ii) stating that the Collateral or the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with such subsections or requesting the terms hereof and (ii) specifying consent of Requisite Lenders to such sale. If a Loan Party desires additional evidence of the Collateral or Capital Stock being sold or otherwise disposed release referenced in this subsection 10.14, upon delivery to Administrative of the Officer’s Certificate referenced in the proposed transaction. Upon the receipt of such Officer’s Certificatepreceding sentence, 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, 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 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 all of the Capital Stock of a Subsidiary Guarantor to such that such Guarantor ceases any Person (other than to be a Subsidiary Guarantor) 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, 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 (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 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 to any Person (other than an Affiliate of Company) 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 all of the Capital Stock of a 118 Subsidiary Guarantor to such that such Guarantor ceases to be a Subsidiary any Person (other than an Affiliate of Company) 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, 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 '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 's Certificate, Administrative Agent shall, at such Loan Party’s 's expense, so long as Administrative Agent (a) has no reason to believe that the facts stated in such Officer’s '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 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 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 all of the Capital Stock of a Subsidiary Guarantor to such that such Guarantor ceases to be a Subsidiary any Person (other than an Affiliate of Company) 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, 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 '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 's Certificate, Administrative Agent shall, at such Loan Party’s 's expense, so long as Administrative Agent (a) has no reason to believe that the facts stated in such Officer’s '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 Subsidiary Guaranty, as may be reasonably requested by such Loan Party.. 137

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 the Borrower) that is permitted by this Agreement or to which Requisite the Lenders (or such greater number of Lenders the Required Lenders, as may be required pursuant to subsection 10.6) applicable, have otherwise consented, or the sale or other disposition of all of the Capital Stock Equity Interests of a Guarantor to such any Person (other than an Affiliate of the Borrower) that such Guarantor ceases to be a Subsidiary is permitted by this Agreement or to which Requisite the Lenders (or such greater number of Lenders the Required Lenders, as may be required pursuant to subsection 10.6) applicable, have otherwise consented, for which a Loan Party desires to obtain a security interest release or a release of the Guaranty from the Administrative Agent, such Loan Party shall deliver an Officer’s Certificate a certificate signed by a Responsible Officer (ia) stating that the Collateral or the Capital Stock Equity Interests subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof and (iib) specifying the Collateral or Capital Stock Equity Interests being sold or otherwise disposed of in the proposed transaction. Upon the receipt of such Officer’s Certificatecertificate, the Administrative Agent shall, at such Loan Party’s 's expense, so long as the Administrative Agent (a) has no reason to believe that the facts stated in such Officer’s Certificate 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 2.4correct, 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. 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 all of the Capital Stock of a Subsidiary Guarantor to such that such Guarantor ceases to be a Subsidiary any Person (other than an Affiliate of Company) 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, 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 '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 's Certificate, Administrative Agent shall, at such Loan Party’s 's expense, so long as Administrative Agent (a) has no reason to believe that the facts stated in such Officer’s '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 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 to any Person (other than a Domestic Subsidiary of Company) that is permitted by this Agreement or to which Requisite Lenders have otherwise consented (or such greater number of Lenders as may be required pursuant to under subsection 10.6) have otherwise consented), or the sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor to such any Person (other than Company or a Domestic Subsidiary of Company) that such Guarantor ceases to be a Subsidiary is permitted by this Agreement or to which Requisite Lenders have otherwise consented (or such greater number of Lenders as may be required pursuant to under subsection 10.6) have otherwise consented), for which a Loan Party desires to obtain a security interest release or a release of the Subsidiary Guaranty from Administrative 134 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 SaleSale pursuant to subsection 7.7B(vi), (xiii) or (xvii), 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 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 to any Person that is permitted by this Agreement or to which Requisite Lenders (or such greater number or, if required by subsection 11.6, all of Lenders as may be required pursuant to subsection 10.6the Lenders) have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor to such that such Guarantor ceases to be a Subsidiary any Person (other than an Affiliate of the Company) permitted by this Agreement or to which Requisite Lenders (or such greater number or, if required by subsection 11.6, all of Lenders as may be required pursuant to subsection 10.6the Lenders) have otherwise consented, for which a Loan Party desires to obtain a security interest release or a release of the applicable Guaranty from the Administrative Agent, such Loan Party shall deliver an Officer’s '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 's Certificate, the Administrative Agent shall, at such Loan Party’s 's expense, so long as the Administrative Agent (a) has no reason to believe that the facts stated in such Officer’s '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.. 151 CREDIT AGREEMENT

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 all of the Capital Stock of a Subsidiary Guarantor to such that such Guarantor ceases to be a Subsidiary any Person (other than an Affiliate of Borrower) 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, 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 (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 148 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 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 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 all of the Capital Stock of a Subsidiary Guarantor or a Foreign Guarantor to such that such Guarantor ceases to be a Subsidiary any Person (other than an Affiliate of Company) 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, for which a Loan Party desires to obtain a security interest release or a release of the Subsidiary Guaranty or any Foreign Guaranty from Administrative Agent, such Loan Party shall deliver an Officer’s '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 's Certificate, Administrative Agent shall, at such Loan Party’s 's expense, so long as Administrative Agent (a) has no reason to believe that the facts stated in such Officer’s '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 Subsidiary Guaranty or such Foreign 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 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 all of the Capital Stock of a Subsidiary Guarantor to such that such Guarantor ceases to be a Subsidiary any Person (other than an Affiliate of any Credit Party) 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, for which a Credit Party desires to obtain a security interest release or a release of the Guaranty from Administrative Agent, 117 such Loan Credit Party shall deliver an Officer’s Certificate of such Credit Party (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 Subject to subsection 10.6 hereof, upon the receipt of such Officer’s Certificate, Administrative Agent shall, at such Loan Credit 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 Subsidiary Guaranty, as may be reasonably requested by such Loan Credit Party.

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 all of the Capital Stock of a Subsidiary Guarantor to such that such Guarantor ceases to be a Subsidiary any Person (other than an Affiliate of Company) 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, 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 '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 's Certificate, Administrative Agent shall, at such Loan Party’s 's expense, so long as Administrative Agent (a) has no reason to believe that the facts stated in such Officer’s '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 119 interest in such Collateral or such Subsidiary Guaranty, as may be reasonably requested by such Loan Party.

Release of Security Interest or Guaranty. Upon Subject to the terms of the Intercreditor Agreement, 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 (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 all of the Capital Stock of a Subsidiary Guarantor to such any Person (other than an Affiliate of Company) that such Guarantor ceases to be a Subsidiary 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, 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 (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 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 (other than Inventory in the ordinary course of business) to any Person (other than an Affiliate of Company) that is permitted by this Agreement the Loan Documents 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 all of the Capital Stock of a Subsidiary Guarantor to such any Person (other than an Affiliate of Company) that such Guarantor ceases to be a Subsidiary is permitted by the Loan Documents or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to subsection 10.6) have otherwise consented, for which a Loan Party desires to obtain a security interest release or a release of the 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 128 evidence reasonably 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. 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 (including but not limited to the Roanoke Sale) 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 (or such greater number of Lenders as may be required pursuant to subsection 10.6) have otherwise consented, for which a Loan Party desires to obtain a security interest release or the sale or other disposition a release 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 consentedGuaranty 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 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 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 all of the Capital Stock of a Subsidiary Guarantor to such that such Guarantor ceases to be a Subsidiary any Person (other than an Affiliate of any Credit Party) 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, for which a Credit Party desires to obtain a security interest release or a release of the Guaranty from Administrative Agent, such Loan Credit Party shall deliver an Officer’s 's Certificate of such Credit Party (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 's Certificate, Administrative Agent shall, at such Loan Credit Party’s 's expense, so long as Administrative Agent (a) has no reason to believe that the facts stated in such Officer’s '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 to the extent 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 Credit Party.

Release of Security Interest or Guaranty. 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 (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 all of the Capital Stock of a Subsidiary Guarantor to such any Person (other than an Affiliate of Company) that such Guarantor ceases to be a Subsidiary 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, 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 '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 's Certificate, Administrative Agent shall, at such Loan Party’s 's expense, so long as Administrative Agent (a) has no reason to believe that the facts stated in such Officer’s '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 129 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.

Release of Security Interest or Guaranty. Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate of Borrower) that is permitted by this Agreement or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to subsection Section 10.6) have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor to such any Person (other than an Affiliate of Borrower) that such Guarantor ceases to be a Subsidiary is permitted by this Agreement or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to subsection Section 10.6) 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 (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 158 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 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 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 all of the Capital Stock of a Subsidiary Guarantor to such that such Guarantor ceases to be a Subsidiary any Person (other than an Affiliate of Borrower) 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, 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 '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 's Certificate, Administrative Agent shall, at such Loan Party’s 's expense, so long as Administrative Agent (a) has no reason to believe that the facts stated in such Officer’s '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 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 expressly permitted by this Agreement or which has been expressly consented to any Person in accordance with the terms hereof, or the sale or other disposition of all of the Capital Stock of a Guarantor that is permitted by this Agreement or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant has been consented to subsection 10.6) have otherwise consentedin accordance with the terms hereof, or the sale or other disposition of the Capital Stock of for which a Guarantor Loan Party desires to such that such Guarantor ceases to be obtain a Subsidiary or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to subsection 10.6) have otherwise consentedrelease, such Loan Party shall deliver to the Agents a certificate of an Officer’s Certificate Authorized Officer (ia) 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 (iib) 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 certificate the Collateral Agent shall, at such Loan Party’s expense, so long as Administrative the Collateral Agent (ai) has no reason to believe that the facts stated in such Officer’s Certificate certificate are not true and correct correct, and (b), if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, ii) shall have received evidence satisfactory to it that arrangements reasonably satisfactory to it have been made for delivery of the Net Asset Sale Cash Proceeds if and as required by subsection 2.4Section 2.05(c), execute and deliver such releases of its security interest in such Collateral or such Guaranty, as may be reasonably requested by such Loan Party. Upon payment in full in cash of the Obligations in accordance with the provisions of this Agreement and the expiration or termination of the Commitments, the Liens granted by any Loan Document shall terminate and all rights to the Collateral shall revert to the Loan Parties or any other Person entitled thereto. At such time, Collateral Agent will execute and deliver such documents and termination statements to terminate such Liens as any Loan Party reasonably requests to evidence such termination.

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 119 disposition of all of the Capital Stock of a Subsidiary Guarantor to such that such Guarantor ceases to be a Subsidiary any Person (other than an Affiliate of Company) 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, 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 '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 's Certificate, Administrative Agent shall, at such Loan Party’s 's expense, so long as Administrative Agent (a) has no reason to believe that the facts stated in such Officer’s '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 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 to any Person (other than a Domestic Subsidiary of Company) that is permitted by this Agreement or to which Requisite Lenders have otherwise consented (or such greater number of Lenders as may be required pursuant to under subsection 10.6) have otherwise consented), or the sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor to such any Person (other than the Company or a Domestic Subsidiary of Company) that such Guarantor ceases to be a Subsidiary is permitted by this Agreement or to which Requisite Lenders have otherwise consented (or such greater number of Lenders as may be required pursuant to under subsection 10.6) 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 (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 SaleSale pursuant to subsection 7.7B (vi), (xiii) or (xvii), 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 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 expressly permitted by this Agreement or which has been expressly consented to any Person in accordance with the terms hereof, or the sale or other disposition of all of the Capital Stock of a Guarantor that is permitted by this Agreement or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant has been consented to subsection 10.6) have otherwise consentedin accordance with the terms hereof, or the sale or other disposition of the Capital Stock of for which a Guarantor Loan Party desires to such that such Guarantor ceases to be obtain a Subsidiary or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to subsection 10.6) have otherwise consentedrelease, such Loan Party shall deliver to the Agents a certificate of an Officer’s Certificate Authorized Officer (ia) 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 (iib) 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 certificate the Collateral Agent shall, at such Loan Party’s 's expense, so long as Administrative the Collateral Agent (ai) has no reason to believe that the facts stated in such Officer’s Certificate certificate are not true and correct correct, and (b), if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, ii) shall have received evidence satisfactory to it that arrangements reasonably satisfactory to it have been made for delivery of the Net Asset Sale Cash Proceeds if and as required by subsection 2.4Section 2.05(c), execute and deliver such releases of its security interest in such Collateral or such Guaranty, as may be reasonably requested by such Loan Party. Upon payment in full in cash of the Obligations in accordance with the provisions of this Agreement and the expiration or termination of the Commitments, the Liens granted by any Loan Document shall terminate and all rights to the Collateral shall revert to the Loan Parties or any other Person entitled thereto. At such time, Collateral Agent will execute and deliver such documents and termination statements to terminate such Liens as any Loan Party reasonably requests to evidence such termination.

Release of Security Interest or Guaranty. Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate of Borrower) that is permitted by this Agreement or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to subsection Section 10.6) have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor to such any Person (other than an Affiliate of Borrower) that such Guarantor ceases to be a Subsidiary is permitted by this Agreement or to which Requisite Lenders (or such greater number of Lenders as may be required pursuant to subsection Section 10.6) 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 (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 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 to any Person (other than an Affiliate of Company) 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 all of the Capital Stock of a Subsidiary Guarantor to such any Person (other than an Affiliate of Company) that such Guarantor ceases to be a Subsidiary 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, 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 (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 115 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.

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 all of the Capital Stock of a Subsidiary Guarantor to such that such Guarantor ceases any Person (other than to be a Subsidiary Guarantor) 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, 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 '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 's Certificate, Administrative Agent shall, at such Loan Party’s 's expense, so long as Administrative Agent (a) has no reason to believe that the facts stated in such Officer’s 's Certificate are not true and correct 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 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 (other than Inventory in the ordinary course of business) to any Person (other than an Affiliate of Company) that is permitted by this Agreement the Loan Documents 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 all of the Capital Stock of a Subsidiary Guarantor to such any Person (other than an Affiliate of Company) that such Guarantor ceases to be a Subsidiary is permitted by the Loan Documents or to which Requisite Lenders (or and such greater number of Lenders other Lenders, if any, as may shall be required pursuant to subsection 10.6hereunder) have otherwise consented, for which a Loan Party desires to obtain a security interest release or a release of the 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 reasonably 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. 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 all of the Capital Stock of a Subsidiary Guarantor to such that such Guarantor ceases to be a Subsidiary any Person (other than an Affiliate of Holdings) 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 156 otherwise consented, for which a Loan Party desires to obtain a security interest release or a release of the Subsidiary Guaranty or Offshore Guaranty from Administrative Agent, such Loan Party shall deliver an Officer’s '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 's Certificate, Administrative Agent shall, at such Loan Party’s 's expense, so long as Administrative Agent (a) has no reason to believe that the facts stated in such Officer’s '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 Subsidiary Guaranty or such Offshore Guaranty, as may be reasonably requested by such Loan Party.