Common use of Release of Guarantors Clause in Contracts

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor (other than any Borrower) shall automatically be released from its obligations under the Loan Guaranty (i) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the requirements to such release in the proviso in clause (b) of the fifth to last paragraph of Article 8 are satisfied) and/or (ii) upon the occurrence of the Termination Date and (b) any Subsidiary Guarantor (other than any Borrower) that qualifies as an “Excluded Subsidiary” and satisfies the proviso in clause (b) of the fifth to last paragraph of Article 8 shall be released by the Administrative Agent promptly following the request therefor by the Borrower Representative. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that, in connection with such documents requested by any Loan Party, upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.21 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor (other than any Borrower) shall automatically be released from its obligations under the hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the requirements to such release in the proviso in clause (b) of the fifth to last paragraph of Article 8 are satisfied) and/or (ii) upon the occurrence of the Termination Date and (b) any Subsidiary Guarantor (other than any Borrower) that qualifies as an “Excluded Subsidiary” and satisfies the proviso in clause (b) of the fifth to last paragraph of Article 8 shall be released by the Administrative Agent promptly following the request therefor by the Borrower RepresentativeAdministrative Borrower. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that, in connection with such documents requested by any Loan Party, upon the reasonable request of the Administrative Agent, the Administrative Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.21 9.23 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. Notwithstanding anything If, in Section 9.02(b) to compliance with the contraryterms and provisions of the Loan Documents, (ai) all or substantially all of the Capital Stock or property of any Subsidiary Guarantor are sold or otherwise transferred as permitted under this Agreement, to a Person or Persons, none of which is a Loan Party or (ii) any Subsidiary Guarantor (other than any Borrower) shall becomes an Excluded Subsidiary, such Subsidiary Guarantor shall, upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, be automatically be released from its obligations under this Agreement and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and the Loan Guaranty (i) upon the consummation pledge of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases Capital Stock to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the requirements to such release in the proviso in clause (b) of the fifth to last paragraph of Article 8 are satisfied) and/or (ii) upon the occurrence of the Termination Date and (b) any Subsidiary Guarantor (other than any Borrower) that qualifies as an “Excluded Subsidiary” and satisfies the proviso in clause (b) of the fifth to last paragraph of Article 8 shall be released by the Administrative Agent promptly following pursuant to the request therefor by Security Documents shall be automatically released, and, so long as the Borrower Representative. In connection with any Company shall have provided the Administrative Agent such releasecertifications or documents as the Administrative Agent shall reasonably request, the Administrative Agent shall promptly execute and deliver to the relevant Loan Partyshall, at such Loan PartySubsidiary Guarantor’s expense, all documents that take such Loan Party shall reasonably request actions as are necessary to evidence termination or release; provided, that, effect each release described in connection this ‎Section in accordance with such documents requested by any Loan Party, upon the reasonable request relevant provisions of the Administrative Agent, the Borrower Representative Security Documents; provided that no such release under clause (ii) above shall deliver occur if such Subsidiary Guarantor continues to be a certificate of a Responsible Officer certifying that the relevant transaction has been consummated guarantor or obligor in compliance with the terms of this Agreement. Any execution and delivery respect of any agreement, document pursuant to or instrument evidencing any Permitted Refinancing of any of the preceding sentence foregoing, or has otherwise guaranteed or given assurances of this Section 9.21 shall be without recourse to payment or warranty by performance under or in respect of any such Indebtedness of the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents)Borrowers.

Release of Guarantors. Notwithstanding anything in Section 9.02(b10.10(b) to the contrary, (a) any Subsidiary Guarantor (other than any Borrower) shall automatically be released from its obligations under the Loan hereunder (and its Guaranty and any Lien granted by such Guarantor pursuant to any Operative Document) shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions not prohibited hereunder if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted not prohibited hereunder; provided), that the requirements to such release in the proviso in clause (b) of the fifth to last paragraph of Article 8 are satisfied) and/or (ii) upon the occurrence of the Termination Date and (b) any Subsidiary Guarantor (other than any Borrower) that qualifies as meets the definition of an “Excluded Subsidiary” and satisfies the proviso in clause (b) of the fifth to last paragraph of Article 8 shall be released by the Administrative Collateral Agent promptly following the request therefor by the Borrower RepresentativeCompany. In connection with any such release, the Administrative Collateral Agent shall promptly execute and deliver to the relevant Loan Credit Party, at such Loan Credit Party’s expense, all documents that such Loan Credit Party shall reasonably request to evidence termination or release; provided, that, in connection with such documents requested by any Loan Party, upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.21 11.24 shall be without recourse to or warranty by the Administrative Collateral Agent (other than as to the Administrative Collateral Agent’s authority to execute and deliver such documents).

Release of Guarantors. Notwithstanding anything in Section 9.02(b10.02(b) to the contrary, (a) any Subsidiary Guarantor (other than any Borrower) shall automatically be released from its obligations under the hereunder (and its Loan Guaranty Guarantee shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions or the occurrence of any other permitted event or circumstance if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (including by merger, amalgamation or dissolution) or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions or other event or circumstance permitted hereunder; provided, that the requirements to such release in the proviso in clause (b) of the fifth to last paragraph of Article 8 are satisfied) and/or or (ii) upon the occurrence of the Termination Date and and/or (b) any Subsidiary Guarantor (other than any Borrower) that qualifies as an “Excluded Subsidiary” and satisfies the proviso in clause (b) of the fifth to last paragraph of Article 8 shall be released from its obligations hereunder (and its Loan Guarantee shall be automatically released) by the Administrative Agent promptly following the request therefor by the Borrower RepresentativeParent. In connection with any such release, the Administrative Agent shall shall, subject to receipt of an officer’s certificate from the Parent certifying that such transaction and release are permitted hereunder, promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that, in connection with such documents requested by any Loan Party, upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.21 10.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any a Subsidiary Guarantor (other than any Borrower) shall automatically be released from its obligations under the hereunder and its Loan Guaranty shall be automatically released (i) upon the consummation of any transaction permitted transaction or series of related transactions hereunder if as a result thereof such Subsidiary Guarantor ceases shall cease to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result Subsidiary; provided that (1) no Default or Event of a single Default shall have occurred and be outstanding, (2) after giving pro forma effect to such release and the consummation of the transaction or series event that causes such Person to be an Excluded Subsidiary of related transactions such type, the Borrowers and their applicable Subsidiaries are deemed to have made a new Investment in such Person (as if such Person were then newly acquired) and such Investment is permitted hereunderat such time and (3) a Responsible Officer of the Borrower Agent certifies to the Administrative Agent compliance with preceding clauses (1) and (2)); provided, further, that the requirements to no such release shall occur if such Subsidiary Guarantor continues to be a guarantor in the proviso in clause (b) respect of the fifth to last paragraph of Article 8 are satisfied) and/or Prepetition Secured Notes, the Prepetition ABL Facility or any other Prepetition Indebtedness or (ii) upon the occurrence of the Termination Date and (b) any Subsidiary Guarantor (other than any Borrower) that qualifies as an “Excluded Subsidiary” and satisfies the proviso a Payment in clause (b) of the fifth to last paragraph of Article 8 shall be released by the Administrative Agent promptly following the request therefor by the Borrower RepresentativeFull. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Partyany Guarantor, at such Loan PartyGuarantor’s expense, all documents that such Loan Party Guarantor shall reasonably request to evidence termination or release; provided, that, in connection with such documents requested by any Loan Party, upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document documents pursuant to the preceding sentence of this Section 9.21 10.13 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor (other than any Borrower) shall automatically be released from its obligations under the hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions or the occurrence of any other permitted event or circumstance if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (including by merger or dissolution) or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions or other event or circumstance permitted hereunder; provided, that the requirements to such release in the proviso in clause (b) of the fifth to last paragraph of Article 8 are satisfied) and/or or (ii) upon the occurrence of the Termination Date and Date, (b) any Subsidiary Guarantor (other than any Borrower) that qualifies as an “Excluded Subsidiary” and satisfies the proviso in clause (b) of the fifth to last paragraph of Article 8 shall be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) by the Administrative Agent promptly following the request therefor by the Borrower Representativeand/or (c) the Person constituting Holdings immediately prior to the consummation of a Holdings Reorganization Transaction whereby the existing “Holdings” is not intended to remain as such shall be automatically released from its obligations hereunder (and its Loan Guaranty shall be automatically released) upon the consummation of such Holdings Reorganization Transaction, as applicable. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that, in connection with such documents requested by any Loan Party, upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.21 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. Notwithstanding anything The Borrower may request in Section 9.02(b) writing that the Administrative Agent release, and upon receipt of such request the Administrative Agent shall release (subject to the contraryterms of the Guaranty), (a) any Subsidiary a Guarantor (other than any Borrower) shall automatically be released from its obligations under the Loan Guaranty so long as: (i) upon such Guarantor meets, or will meet simultaneously with its release from the consummation Guaranty, all of any permitted transaction the provisions of the definition of the term “Excluded Subsidiary” or series has ceased to be, or simultaneously with its release from the Guaranty will cease to be, a Material Subsidiary or a Subsidiary, or in the case of related transactions if as a Material Subsidiary that does not own or lease an Unencumbered Borrowing Base Property, such release will not result thereof in a violation of Section 10.1.(g) or (h); (ii) such Subsidiary Guarantor ceases is not otherwise required to be a Restricted Subsidiary party to the Guaranty under Section 8.14.(a); (iii) no Default or becomes an Excluded Subsidiary Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a single transaction Default or series Event of related transactions permitted hereunder; provided, that the requirements to such release in the proviso in clause (b) Default resulting from a violation of any of the fifth to last paragraph of Article 8 are satisfiedcovenants contained in Section 10.1.; (iv) and/or (ii) upon the occurrence of the Termination Date representations and (b) any Subsidiary Guarantor (other than any Borrower) that qualifies as an “Excluded Subsidiary” and satisfies the proviso in clause (b) of the fifth to last paragraph of Article 8 shall be released by the Administrative Agent promptly following the request therefor warranties made or deemed made by the Borrower Representative. In connection and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct on and as of the date of such release with any the same force and effect as if made on and as of such release, date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date) and except for changes in factual circumstances not prohibited under the Loan Documents; and (v) the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, have received such written request at least 10 Business Days (or such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that, in connection with such documents requested by any Loan Party, upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.21 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).shorter

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor (other than any Borrower) shall automatically be released from its obligations under the hereunder (and its Loan Guaranty and any Lien granted by such Subsidiary Guarantor pursuant to any Collateral Document shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions not prohibited hereunder if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted not prohibited hereunder; provided), that the requirements to such release in the proviso in clause (b) of the fifth to last paragraph of Article 8 are satisfied) and/or (ii) upon the occurrence of the Termination Date and/or (iii) in the case of any Discretionary Guarantor, at the election of the Borrower, upon notice from the Borrower to the Administrative Agent at any time and (b) any Subsidiary Guarantor (other than any Borrower) that qualifies as meets the definition of an “Excluded Subsidiary” and satisfies the proviso in clause (b) of the fifth to last paragraph of Article 8 shall be released by the Administrative Agent promptly following the request therefor by the Borrower RepresentativeBorrower, subject, if applicable, to the Specified Guarantor Release Provision. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, provided that, in connection with such documents requested by any Loan Party, upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any 201 document pursuant to the preceding sentence of this Section 9.21 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to The Borrower can request that the contrary, (a) any Subsidiary --------------------- Administrative Agent release a Guarantor (other than any Borrowerexcept the Parent) shall automatically be released from its such Guarantor's obligations under the Loan Guaranty (i) upon Guaranty, the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; providedEnvironmental Indemnity, that and the requirements to such Pledge Agreement and release all interests in the proviso in clause (b) of the fifth Guarantor that are pledged to last paragraph of Article 8 are satisfied) and/or (ii) upon the occurrence of the Termination Date and (b) any Subsidiary Guarantor (other than any Borrower) that qualifies as an “Excluded Subsidiary” and satisfies the proviso in clause (b) of the fifth to last paragraph of Article 8 shall be released by the Administrative Agent promptly following pursuant to the request therefor by the Borrower Representative. In connection with any such releasePledge Agreement, and the Administrative Agent shall promptly execute and deliver such releases if (a) such Guarantor is going to incur Indebtedness permitted pursuant to the relevant Loan Partyprovisions of Section 6.02(b) of this Agreement and such Indebtedness is to be secured by substantially all of the assets of such Guarantor, at (b) the Borrower provides the Administrative Agent with 5 days prior written notice of the Borrower's request for such Loan Party’s expensereleases, all documents together with evidence reasonably satisfactory to the Administrative Agent that the Borrower will be in compliance with the provisions of Section 6.02 of this Agreement following the incurrence of such Loan Party shall reasonably request to evidence termination Indebtedness by such Guarantor, and (c) no monetary Default or release; provided, that, Event of Default exists under the Credit Documents and no Default or Event of Default would occur in connection with such documents requested release or the incurrence of such Indebtedness by any Loan Party, upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.21 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents)Guarantor.

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor (other than any Borrower) shall automatically be released from its obligations under the hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the requirements to such release in the proviso in clause (b) of the fifth to last paragraph of Article 8 are satisfied) and/or (ii) upon the occurrence of the Termination Date and (b) any Subsidiary Guarantor (other than any Borrower) that qualifies qualified as an “Excluded Subsidiary” and satisfies the proviso in clause (b) of the fifth to last paragraph of Article 8 shall be released by the Administrative Agent promptly following the request therefor by the Borrower RepresentativeBorrower. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan PartyPerson’s expense, all documents that such Loan Party Person shall reasonably request to evidence termination or release; provided, that, in connection with such documents requested by any Loan Party, that upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.21 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor (other than any Borrower) shall automatically be released from its obligations under the hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of 181 Table of Contents related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the requirements to such release in the proviso in clause (b) of the fifth to last paragraph of Article 8 are satisfied) and/or (ii) upon the occurrence of the Termination Date and Date, (b) any Subsidiary Guarantor (other than any Borrower) that qualifies qualified as an “Excluded Subsidiary” and satisfies the proviso in clause (b) of the fifth to last paragraph of Article 8 shall be released by the Administrative Agent promptly following the request therefor by the Borrower Representativeand (c) any Lighthouse Common Equity Holder who executed a Limited Recourse Pledge Agreement shall be automatically released from its obligations thereunder if (x) such Person ceases to own any Lighthouse Common Equity Interest and/or (y) the Borrower ceases to be Privately Held. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan PartyParty or, if applicable, Lighthouse Common Equity Holder, at such Loan PartyPerson’s expense, all documents that such Loan Party Person shall reasonably request to evidence termination or release; provided, that, in connection with such documents requested by any Loan Party, that upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.21 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor (other than any Borrower) shall automatically be released from its obligations under the hereunder (and its Loan Guaranty and any Lien granted by such Subsidiary Guarantor pursuant to any Collateral Document shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions not prohibited hereunder if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted not prohibited hereunder; provided), that the requirements to such release in the proviso in clause (b) of the fifth to last paragraph of Article 8 are satisfied) and/or (ii) upon the occurrence of the Termination Date and/or (iii) in the case of any Discretionary Guarantor, at the election of the Borrower, upon notice from the Borrower to the Administrative Agent at any time and (b) any Subsidiary Guarantor (other than any Borrower) that qualifies as meets the definition of an “Excluded Subsidiary” and satisfies the proviso in clause (b) of the fifth to last paragraph of Article 8 shall be released by the Administrative Agent promptly following the request therefor by the Borrower RepresentativeBorrower, subject, if applicable, to the Specified Guarantor Release Provision. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that, in connection with such documents requested by any Loan Party, that upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.21 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor (other than any Borrower) shall automatically be released from its obligations under the hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the requirements to such release in the proviso in clause (b) of the fifth to last paragraph of Article 8 are satisfied) hereunder and/or (ii) upon the occurrence of the Termination Date and (b) any Subsidiary Guarantor (other than any Borrower) that qualifies as meets the definition of an “Excluded Subsidiary” and satisfies the proviso in (if not 167 automatically released pursuant to clause (ba)(i) of the fifth to last paragraph of Article 8 above) shall be released by the Administrative Agent promptly following the request therefor by the Borrower Representative(in each case, subject to the Specified Guarantor Release Provision). In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that, in connection with such documents requested by any Loan Party, that upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.21 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor (other than any Borrower) shall automatically be released from its obligations under the hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that including, for the requirements to such release in the proviso in clause (b) avoidance of the fifth to last paragraph of Article 8 are satisfieddoubt, any Permitted Practice Subsidiary Restructuring)) and/or (ii) upon the occurrence of the Termination Date and (b) any Subsidiary Guarantor (other than any Borrower) that qualifies qualified as an “Excluded Subsidiary” and satisfies the proviso in clause (b) of the fifth to last paragraph of Article 8 shall be released by the Administrative Agent promptly following the request therefor by the Borrower RepresentativeBorrower. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that, in connection with such documents requested by any Loan Party, that upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.21 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. Notwithstanding anything in Section 9.02(b9.08(b) to the contrary, (a) any Subsidiary a Guarantor that is a subsidiary of Holdings (other than any Borrower) shall automatically be released from its obligations under the Loan Guaranty hereunder and its Guarantee shall be automatically released (iA) upon the consummation of any transaction permitted transaction or series of related transactions if hereunder as a result thereof of which IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" [[6026340]]" "" [[6026340]] 183 such Subsidiary Guarantor (i) ceases to be a Restricted Subsidiary or (ii) is liquidated, dissolved, merged, consolidated, amalgamated, wound-up, reorganised or becomes an Excluded Subsidiary otherwise ceases to exist (including as a result of a single transaction merger or series of related transactions consolidation into a Person that is not a Guarantor to the extent permitted hereunder; provided), that the requirements to such release in the proviso in clause (b) of the fifth to last paragraph of Article 8 are satisfied) and/or (iiB) upon the occurrence delivery by Holdings of the Termination Date and (b) any Subsidiary Guarantor (other than any Borrower) that qualifies as an “Excluded Subsidiary” and satisfies the proviso in clause (b) of the fifth a written notice to last paragraph of Article 8 shall be released by the Administrative Agent certifying that it is intended that such Guarantor be subject to an event described in paragraph (A)(ii) of this Section 10.12 that is otherwise permitted hereunder and that the release of such Guarantor is necessary or desirable to be able to effect such event; provided that the related events contemplated by paragraph (A)(ii) of this Section 10.12 are consummated reasonably promptly following the request therefor by the Borrower Representativeafter such release (taking into account all requirements under applicable laws) or (C) upon such Guarantor being designated as an Unrestricted Subsidiary or as an Excluded Subsidiary, in each case in accordance with this Agreement. In connection with any such release, the Administrative Agent Agents shall promptly execute and deliver to the relevant Loan Partyany such Guarantor, at such Loan PartyGuarantor’s expense, all documents that such Loan Party Guarantor shall reasonably request to evidence termination or release; provided, that, in connection with such documents requested by any Loan Party, upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document documents pursuant to the preceding sentence of this Section 9.21 10.12 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents)Agents.

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor (other than any Borrower) shall automatically be released from its obligations under the hereunder (and its Loan Guaranty and any Lien granted by such Subsidiary Guarantor pursuant to any Collateral Document shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions not prohibited hereunder if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted not prohibited hereunder; provided), that the requirements to such release in the proviso in clause (b) of the fifth to last paragraph of Article 8 are satisfied) and/or (ii) upon the occurrence of the Termination Date 196 WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004 and/or (iii) in the case of any Discretionary Guarantor, at the election of the Borrower, upon notice from the Borrower to the Administrative Agent at any time and (b) any Subsidiary Guarantor (other than any Borrower) that qualifies as meets the definition of an “Excluded Subsidiary” and satisfies the proviso in clause (b) of the fifth to last paragraph of Article 8 shall be released by the Administrative Agent promptly following the request therefor by the Borrower RepresentativeBorrower, subject, if applicable, to the Specified Guarantor Release Provision. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, provided that, in connection with such documents requested by any Loan Party, upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.21 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. Notwithstanding anything in Section ‎Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor (other than any Borrower) shall automatically be released from its obligations under the hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions or the occurrence of any other permitted event or circumstance if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (including by merger or dissolution) or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions or other event or circumstance permitted hereunder; provided, that the requirements to such release in the proviso in clause (b) of the fifth to last paragraph of Article 8 are satisfied) and/or or (ii) upon the occurrence of the Termination Date and Date, (b) any Subsidiary Guarantor (other than any Borrower) that qualifies as an “Excluded Subsidiary” and satisfies the proviso in clause (b) of the fifth to last paragraph of Article 8 shall be released from its obligations hereunder (and its Loan Guaranty shall be automatically released) by the Administrative Agent promptly following the request therefor by the Borrower Representativeand/or (c) the Person constituting Holdings immediately prior to the consummation of a Holdings Reorganization Transaction whereby the existing “Holdings” is not intended to remain as such shall be automatically released from its obligations hereunder (and its Loan Guaranty shall be automatically released) upon the consummation of such Holdings Reorganization Transaction, as applicable. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that, in connection with such documents requested by any Loan Party, upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.21 ‎Section 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor (other than any Borrower) shall automatically be released from its obligations under the hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the requirements to such release in the proviso in clause (b) of the fifth to last paragraph of Article 8 are satisfied) hereunder and/or (ii) upon the occurrence of the Termination Date and (b) any Subsidiary Guarantor (other than any Borrower) that qualifies as meets the definition of an “Excluded Subsidiary” and satisfies the proviso in (if not automatically released pursuant to clause (ba)(i) of the fifth to last paragraph of Article 8 above) shall be released by the Administrative Agent promptly following the request therefor by the Borrower Representative(in each case, subject to the Specified Guarantor Release Provision). In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that, in connection with such documents requested by any Loan Party, that upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.21 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor (other than any Borrower) shall automatically be released from its obligations under the hereunder (and its Loan Guaranty shall be automatically released) (ia) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided), that as certified by the requirements to such release in Responsible Officer of the proviso in clause Borrower and/or (b) of the fifth to last paragraph of Article 8 are satisfied) and/or (ii) upon the occurrence of the Termination Date and and/or (bc) any upon the release of such Subsidiary Guarantor under the First Lien Credit Agreement or any Loan Documents (as defined in the First Lien Credit Agreement) and, if applicable, the documentation governing any other First Lien Facility, other than any Borrower) that qualifies as an “Excluded Subsidiary” and satisfies the proviso upon payment in clause (b) of the fifth to last paragraph of Article 8 shall be released by the Administrative Agent promptly following the request therefor by the Borrower Representativefull thereof. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that, in connection with such documents requested by any Loan Party, upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document documents pursuant to the preceding sentence of this Section 9.21 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor (other than any Borrower) shall automatically be released from its obligations under the hereunder (and its Loan Guaranty Guarantee shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the requirements to such release in the proviso in clause (b) of the fifth to last paragraph of Article 8 are satisfied) and/or (ii) upon the occurrence of the Termination Date Date; provided that (1) no Subsidiary Guarantor shall be automatically released from its obligations hereunder in connection with the transfer of such Subsidiary Guarantor’s Capital Stock to any Affiliate of the Borrower in connection with a non-bona fide transaction the purpose of which was to cause such entity to cease to be a Subsidiary Guarantor, (2) at the time of any release pursuant to this Section 9.23, no Event of Default has occurred and is continuing or would result therefrom, and (b3) any Subsidiary Guarantor (other than any Borrower) that qualifies as an “Excluded Subsidiary” and satisfies the proviso in clause (b) a Responsible Officer of the fifth a Loan Party certifies to last paragraph of Article 8 shall be released by the Administrative Agent promptly following the request therefor by the Borrower Representativecompliance with preceding clauses (1) through (2). In connection with any such release, each of the Administrative Agent and the Collateral Agent shall promptly execute and deliver delivery to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that, in connection with such documents requested by any Loan Party, upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.21 9.23 shall be without recourse to or warranty by the Administrative Agent Agents (other than as to the Administrative each Agent’s authority to execute and deliver delivery such documents).

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor (other than any Borrower) shall automatically be released from its obligations under the hereunder (and its Loan Guaranty and any Lien granted by such Subsidiary Guarantor pursuant to any Collateral Document shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions not prohibited hereunder if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or is or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted not prohibited hereunder; provided), that the requirements to such release in the proviso in clause (b) of the fifth to last paragraph of Article 8 are satisfied) and/or (ii) upon the occurrence of the Termination Date and/or (iii) in the case of any Discretionary Guarantor, at the election of the Borrower, upon notice from the Borrower to the Administrative Agent at any time and (b) any Subsidiary Guarantor (other than any Borrower) that qualifies as meets the definition of an “Excluded Subsidiary” and satisfies the proviso in clause (b) of the fifth to last paragraph of Article 8 shall be released by the Administrative Agent promptly following the request therefor by the Borrower RepresentativeBorrower, subject, if applicable, to the Specified Guarantor Release Provision. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, provided that, in connection with such documents requested by any Loan Party, upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.21 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).

Release of Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary, (a) any Subsidiary Guarantor (other than any Borrower) shall automatically be released from its obligations under the hereunder (and its Loan Guaranty shall be automatically released) (i) upon the consummation of any permitted transaction or series of related transactions if as a result thereof such Subsidiary Guarantor ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary as a result of a single transaction or series of related transactions permitted hereunder; provided, that the requirements to such release in the proviso in clause (b) of the fifth to last paragraph of Article 8 are satisfied) and/or (ii) upon the occurrence of the Termination Date and (b) any Subsidiary Guarantor (other than any Borrower) that qualifies as meets the definition of an “Excluded Subsidiary” and satisfies the proviso in clause (b) of the fifth to last paragraph of Article 8 shall be released by the Administrative Agent promptly following the request therefor by the Borrower RepresentativeBorrower. In connection with any such release, the Administrative Agent shall promptly execute and deliver to the relevant Loan Party, at such Loan Party’s expense, all documents that such Loan Party shall reasonably request to evidence termination or release; provided, that, in connection with such documents requested by any Loan Party, that upon the reasonable request of the Administrative Agent, the Borrower Representative shall deliver a certificate of a Responsible Officer certifying that the relevant transaction has been consummated in compliance with the terms of this Agreement. Any execution and delivery of any document pursuant to the preceding sentence of this Section 9.21 9.22 shall be without recourse to or warranty by the Administrative Agent (other than as to the Administrative Agent’s authority to execute and deliver such documents).