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

Release of Security Interest or Guaranty; Release of Guarantor. (a) Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate of Parent Issuer) that is permitted by this Agreement or the Intercreditor Agreement or to which Required Holders have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Guarantor to any Person (other than an Affiliate of Parent Issuer) that is permitted by this Agreement or to which Required Holders have otherwise consented, for which Parent Issuer or any of the Guarantors desire to obtain a security interest release or a release of the Guaranty from the Holders, Parent Issuer or such Guarantor shall deliver an Officer’s Certificate to the Holders and the Collateral Agent (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, the Collateral Agent shall, at Parent Issuer’s expense, so long as the Collateral Agent (a) does not know 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 the Required Holders have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14, execute and deliver, at Parent Issuer’s expense and without representation warranty or recourse, such releases of its security interest in such Collateral or such Guaranty as may be reasonably requested by Parent Issuer or such Guarantor.

Release of Security Interest or Guaranty; Release of Guarantor. (a) Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate of Parent Issuerthe Company) that is permitted by this Agreement or the Intercreditor Agreement or to which Required Holders have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Guarantor to any Person (other than an Affiliate of Parent Issuerthe Company) that is permitted by this Agreement or to which Required Holders have otherwise consented, for which Parent Issuer the Company or any of the Guarantors desire to obtain a security interest release or a release of the Guaranty from the HoldersHolders of the Notes, Parent Issuer the Company or such Guarantor shall deliver an Officer’s 's Certificate to the Holders and the Collateral Agent (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 Collateral Agent shall, at Parent Issuer’s the Company's expense, so long as the Collateral Agent (a) does not know 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 the Required Holders it have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14, execute and deliver, at Parent Issuer’s expense and without representation warranty or recourse, deliver such releases of its security interest in such Collateral or such Guaranty Guaranty, as may be reasonably requested by Parent Issuer the Company or such Guarantor.. 70

Release of Security Interest or Guaranty; Release of Guarantor. (a) Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate Parent, Spinco or any of Parent Issuertheir respective Subsidiaries) that is permitted by this Agreement or the Intercreditor Agreement or to which Required Holders have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Guarantor to any Person (other than an Affiliate Parent, Spinco or any of Parent Issuertheir respective Subsidiaries) that is permitted by this Agreement or to which Required Holders have otherwise consented, for which Parent Issuer or any of the Guarantors desire to obtain a security interest release or a release of the Guaranty from the Holders, Parent Issuer or such Guarantor shall deliver an Officer’s Certificate to the Holders and the Collateral Agent (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 the Intercreditor Agreement and (ii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transactiontransaction and certifying whether such sale constitutes an Asset Sale. Upon the receipt of such Officer’s Certificate, the Collateral Agent shallshall execute and deliver, at Parent Issuer’s expenseexpense and without representation, so long as the Collateral Agent (a) does not know that the facts stated warranty or recourse, such releases of its security interest in such Officer’s Certificate are not true Collateral or such Guaranty as may be reasonably requested and correct and (b)prepared by Issuer or such Guarantor; provided that, if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, the Collateral Agent shall have first received evidence satisfactory to it written confirmation from the Required Holders that arrangements satisfactory to the Required Holders have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14; provided further that, execute notwithstanding the foregoing, this Section 10.4(a) shall not apply to (A) any release pursuant to Section 10.4(c) or (B) the disposition of the Capital Stock of Spinco in accordance with the exercise of the Holder Call Right. Notwithstanding anything herein contained to the contrary, if the Issuer sells or otherwise disposes of all or substantially all of the Collateral, it shall deliver to the Collateral Agent an Officer’s Certificate and deliveran opinion of counsel to the Parent or the Issuer in form and substance reasonably satisfactory to the Collateral Agent, at Parent Issuer’s expense each stating that such sale or disposition is authorized and without representation warranty or recourse, permitted by the terms of this Agreement and the other Note Documents and that all conditions precedent provided in this Agreement and the other Note Documents for such releases of its security interest in such Collateral or such Guaranty as may be reasonably requested by Parent Issuer or such Guarantortransaction have been complied with.

Release of Security Interest or Guaranty; Release of Guarantor. (a) Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate of Parent Issuerthe Company) that is permitted by this Agreement or the Intercreditor Agreement or to which Required Holders have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Guarantor to any Person (other than an Affiliate of Parent Issuerthe Company) that is permitted by this Agreement or to which Required Holders have otherwise consented, for which Parent Issuer the Company or any of the Guarantors desire to obtain a security interest release or a release of the Guaranty from the Holders, Parent Issuer the Company or such Guarantor shall deliver an Officer’s Officers Certificate to the Holders and the Collateral Agent (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 Officers Certificate, the Collateral Agent shall, at Parent Issuer’s the Companys expense, so long as the Collateral Agent (a) does not know that the facts stated in such Officer’s Officers 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 the Required Holders have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14, execute and deliver, at Parent Issuer’s the Companys expense and without representation warranty or recourse, such releases of its security interest in such Collateral or such Guaranty as may be reasonably requested by Parent Issuer the Company or such Guarantor.

Release of Security Interest or Guaranty; Release of Guarantor. (a) Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate of Parent Issuerthe Company) that is permitted by this Agreement or the Intercreditor Agreement or to which Required Holders have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Guarantor to any Person (other than an Affiliate of Parent Issuerthe Company) that is permitted by this Agreement or to which Required Holders have otherwise consented, for which Parent Issuer the Company or any of the Guarantors desire to obtain a security interest release or a release of the Guaranty from the Holders, Parent Issuer the Company or such Guarantor shall deliver an Officer’s Certificate to the Holders and the Collateral Agent (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, the Collateral Agent shall, at Parent Issuerthe Company’s expense, so long as the Collateral Agent (a) does not know 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 the Required Holders have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14, execute and deliver, at Parent Issuerthe Company’s expense and without representation warranty or recourse, such releases of its security interest in such Collateral or such Guaranty as may be reasonably requested by Parent Issuer the Company or such Guarantor.

Release of Security Interest or Guaranty; Release of Guarantor. (a) Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate Parent, Issuer or any of Parent Issuertheir respective Subsidiaries) that is permitted by this Agreement or the Intercreditor Agreement or to which Required Holders or, if expressly required by the terms of this Agreement, the Supermajority Holders, have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Guarantor to any Person (other than an Affiliate Parent, Issuer or any of Parent Issuertheir respective Subsidiaries) that is permitted by this Agreement or to which Required Holders or, if expressly required by the terms of this Agreement, Supermajority Holders, have otherwise consented, for which Parent Issuer or any of the Guarantors desire to obtain a security interest release or a release of the Guaranty from the Holders, Parent Issuer or such Guarantor shall deliver an Officer’s Certificate to the Holders and the Collateral Agent (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 the Intercreditor Agreement and (ii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transactiontransaction and certifying whether such sale constitutes an Asset Sale. Upon the receipt of such Officer’s Certificate, the Collateral Agent shall, at Parent Issuer’s expense, so long as the Collateral Agent (a) does not know 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 the Required Holders have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14, execute and deliver, at Parent Issuer’s expense and without representation representation, warranty or recourse, such releases of its security interest in such Collateral or such Guaranty as may be reasonably requested and prepared by Parent Issuer or such Guarantor; provided that, if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, the Collateral Agent shall have first received written confirmation from the Required Holders or, if expressly required by the terms of this Agreement, Supermajority Holders, that arrangements satisfactory to the Required Holders or, if expressly required by the terms of this Agreement, Supermajority Holders, have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14; provided further that, notwithstanding the foregoing, this Section 10.4(a) shall not apply to (i) any release pursuant to Section 10.4(c) or (ii) any Net Proceeds of any Spinco Disposition held by the Collateral Agent in accordance with Section 8.1(c) irrespective of whether the Notes have been redeemed in whole or in part with such Net Proceeds. Notwithstanding anything herein contained to the contrary, if the Issuer sells or otherwise disposes of all or substantially all of the Collateral, it shall deliver to the Collateral Agent an Officer’s Certificate and an opinion of counsel to the Parent or the Issuer in form and substance reasonably satisfactory to the Collateral Agent, each stating that such sale or disposition is authorized and permitted by the terms of this Agreement and the other Note Documents and that all conditions precedent provided in this Agreement and the other Note Documents for such transaction have been complied with.

Release of Security Interest or Guaranty; Release of Guarantor. (a) Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate of Parent Issuer) that is permitted by this Agreement or the Intercreditor Agreement or to which Required Holders have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Guarantor to any Person (other than an Affiliate of Parent Issuer) that is permitted by this Agreement or to which Required Holders have otherwise consented, for which Parent Issuer or any of the Guarantors desire to obtain a security interest release or a release of the Guaranty from the Holders, Parent Issuer or such Guarantor shall deliver an Officer’s Officers Certificate to the Holders and the Collateral Agent (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 Officers Certificate, the Collateral Agent shall, at Parent Issuer’s Issuers expense, so long as the Collateral Agent (a) does not know that the facts stated in such Officer’s Officers 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 the Required Holders have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14, execute and deliver, at Parent Issuer’s Issuers expense and without representation warranty or recourse, such releases of its security interest in such Collateral or such Guaranty as may be reasonably requested by Parent Issuer or such Guarantor.

Release of Security Interest or Guaranty; Release of Guarantor. (a) Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate of Parent Issuerthe Company) that is permitted by this Agreement or Agreement, the Security Agreements, the Intercreditor Agreement or to which Required Holders have otherwise consented, Agreements and other Note Documents or the sale or other disposition of all of the Capital Stock of a Guarantor to any Person (other than an Affiliate of Parent Issuerthe Company) that is permitted by this Agreement or to which Required Holders have otherwise consentedAgreement, for which Parent Issuer the Company or any of the Guarantors desire to obtain a security interest release or a release of the Guaranty from the Holders, Parent Issuer the Company or such Guarantor shall deliver an Officer’s Certificate to the Holders and the applicable Collateral Agent (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 of this Agreement, the Security Agreements, the Intercreditor Agreements and (ii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transactionother Note Documents and statement as to whether such sale constitutes an Asset Sale. Upon the receipt of such Officer’s Certificate, the applicable Collateral Agent shall, at Parent Issuer’s expense, so long as the Collateral Agent (a) does not know 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 the Required Holders have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14, execute and deliver, at Parent Issuerthe Company’s expense and without representation representation, warranty or recourse, such releases of its security interest in such Collateral or such Guaranty as may be reasonably requested and prepared by Parent Issuer the Company or such Guarantor; provided that, if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, the applicable Collateral Agent shall have first received written confirmation from the Required Holders that they have consented.

Release of Security Interest or Guaranty; Release of Guarantor. (a) Upon the proposed sale or other disposition of any Collateral to any Person (other than an Affiliate Parent or any of Parent Issuerits Subsidiaries) that is permitted by this Agreement or the Intercreditor Agreement or to which Required Holders or, if expressly required by the terms of this Agreement, the Supermajority Holders, have otherwise consented, or the sale or other disposition of all of the Capital Stock of a Guarantor to any Person (other than an Affiliate Parent or any of Parent Issuerits Subsidiaries) that is permitted by this Agreement or to which Required Holders or, if expressly required by the terms of this Agreement, the Supermajority Holders, have otherwise consented, for which Parent Issuer or any of the Guarantors desire to obtain a security interest release or a release of the Guaranty from the Holders, Parent Issuer or such Guarantor shall deliver an Officer’s Certificate to the Holders and the Collateral Agent (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 the Intercreditor Agreement and (ii) specifying the Collateral or Capital Stock being sold or otherwise disposed of in the proposed transactiontransaction and certifying whether such sale constitutes an Asset Sale. Upon the receipt of such Officer’s Certificate, the Collateral Agent shall, at Parent Issuer’s expense, so long as the Collateral Agent (a) does not know 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 the Required Holders have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14, execute and deliver, at Parent IssuerParent’s expense and without representation representation, warranty or recourse, such releases of its security interest in such Collateral or such Guaranty as may be reasonably requested and prepared by Parent Issuer or such Guarantor; provided that, if the sale or other disposition of such item of Collateral or Capital Stock constitutes an Asset Sale, the Collateral Agent shall have first received written confirmation from the Required Holders or, if expressly required by the terms of this Agreement, the Supermajority Holders, that arrangements satisfactory to the Required Holders or, if expressly required by the terms of this Agreement, the Supermajority Holders, have been made for delivery of the Net Proceeds from such Asset Sale as required by Section 5.14; provided further that, notwithstanding the foregoing, this Section 10.4(a) shall not apply to (A) any release pursuant to Section 10.4(c) or (B) the disposition of the Capital Stock of Spinco in accordance with the exercise of the Spinco Holder Call Right. Notwithstanding anything herein contained to the contrary, if the Parent sells or otherwise disposes of all or substantially all of the Collateral, it shall deliver to the Collateral Agent an Officer’s Certificate and an opinion of counsel to the Parent in form and substance reasonably satisfactory to the Collateral Agent, each stating that such sale or disposition is authorized and permitted by the terms of this Agreement and the other Note Documents and that all conditions precedent provided in this Agreement and the other Note Documents for such transaction have been complied with.