Common use of Release of Subsidiary Guarantee Clause in Contracts

Release of Subsidiary Guarantee. Upon the sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor to any Person (other than to an Affiliate of Company, unless such sale or other disposition is permitted under subclause 9.7(i)) permitted by this Agreement, or termination of the existence of a Subsidiary Guarantor in a transaction permitted by subclause 9.7(i), or to which Requisite Lenders have otherwise consented, for which a Loan Party desires to obtain a release of the Subsidiary Guarantor from the Subsidiary Guarantee, such Loan Party shall deliver an Officer’s Certificate: (i) specifying the Capital Stock being sold or otherwise disposed of in the proposed transaction, (ii) stating that the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof, and (iii) certifying that no Event of Default or Potential Event of Default exists; and upon the receipt of such Officer’s Certificate, Administrative Agent shall, at such Loan Party’s expense (so long as Administrative Agent does not have actual knowledge, without independent inquiry, that the facts stated in such Officer’s Certificate are not true and correct) execute and deliver a release of the Subsidiary Guarantor from the Subsidiary Guarantee, as may be reasonably requested by such Loan Party.

Release of Subsidiary Guarantee. Upon the sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor to any Person (other than to an Affiliate of CompanyBorrower, unless such sale or other disposition is permitted under subclause 9.7(iSection 9.3(g)(i)) permitted by this Agreement, or termination of the existence of a Subsidiary Guarantor in a transaction permitted by subclause 9.7(iSection 9.3(g)(i), or to which Requisite Majority Lenders have otherwise consented, for which the Borrower or a Loan Party Subsidiary desires to obtain a release of the Subsidiary Guarantor from the Subsidiary Guarantee, the applicable such Loan Party party shall deliver an Officer’s Certificate: (ia) specifying the Capital Stock being sold or otherwise disposed of in the proposed transaction,; (iib) stating that the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof, ; and (iiic) certifying that no Event of Default exists or Potential Event of Default existswould result from such disposition; and upon the receipt of such Officer’s Certificate, Administrative the Agent shall, at such Loan Partyparty’s expense (so long as Administrative the Agent does not have actual knowledge, without independent inquiry, that the facts stated in such Officer’s Certificate are not true and correct) execute and deliver a release of the Subsidiary Guarantor from the Subsidiary Guarantee, as may be reasonably requested by such Loan Partyparty.

Release of Subsidiary Guarantee. Upon the sale or other disposition of all of the Capital Stock of a Subsidiary Guarantor to any Person (other than to an Affiliate of Company, unless such sale or other disposition is permitted under subclause 9.7(i)) permitted by this Agreement, or termination of 146 the existence of a Subsidiary Guarantor in a transaction permitted by subclause 9.7(i), or to which Requisite Lenders have otherwise consented, for which a Loan Party desires to obtain a release of the Subsidiary Guarantor from the Subsidiary Guarantee, such Loan Party shall deliver an Officer’s 's Certificate: (i) specifying the Capital Stock being sold or otherwise disposed of in the proposed transaction, (ii) stating that the Capital Stock subject to such disposition is being sold or otherwise disposed of in compliance with the terms hereof, and (iii) certifying that no Event of Default or Potential Event of Default exists; and upon the receipt of such Officer’s 's Certificate, Administrative Agent shall, at such Loan Party’s 's expense (so long as Administrative Agent does not have actual knowledge, without independent inquiry, that the facts stated in such Officer’s 's Certificate are not true and correct) , execute and deliver a release of the Subsidiary Guarantor from the Subsidiary Guarantee, as may be reasonably requested by such Loan Party.