Common use of Release of Guarantors Clause in Contracts

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion of the Equity Interests or all or substantially all property of any Guarantor is sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentence.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Credit Documents, any portion of (i) the Equity Interests or all or substantially all property of any Guarantor is are directly or indirectly sold or otherwise transferred such that such Guarantor no longer constitutes a Restricted Subsidiary (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Loan PartyRestricted Subsidiary, or if (ii) any Guarantor shall be Restricted Subsidiary is designated as or becomes an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunderSubsidiary, then such Guarantor shallTransferred Guarantor, upon the consummation of such sale or transfer, designation and such Person so designated or other circumstancewhich becomes such an Unrestricted Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 10.04 13.03 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Document andSecurity Document, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, and the pledge of such Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to the Collateral Agent pursuant to the Collateral Security Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect and evidence each release described in this sentenceSection 6.08 in accordance with the relevant provisions of the Security Documents and this Agreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion of the Equity Interests or all or substantially all of the Capital Securities or property of any Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person or Persons, none of which is a Loan PartyBorrower or another Restricted Subsidiary, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Transferred Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 12.03 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Document Security Instrument and, in the case of a sale of all or substantially all of the Equity Interests Capital Securities of such the Transferred Guarantor, the pledge of such Equity Interests Capital Securities to the Collateral Agent pursuant to the Collateral Documents Security Agreements shall be automatically released, and, so long as the Parent Borrower shall have provided the Agents Administrative Agent and/or the Collateral Agent such certifications or documents as any such Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentenceSection 13.09 in accordance with the relevant provisions of the Security Instruments, so long as the Parent Borrower shall have provided the Administrative Agent and/or the Collateral Agent such certifications or documents as any such Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion all or substantially all of the Equity Interests or all or substantially all property of any Subsidiary Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is the Borrower or a Loan PartyGuarantor, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Transferred Guarantor shall, effective immediately upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents Security Agreements shall be automatically released, and the Collateral Agent shall (at the expense of the Borrower) take such actions as are necessary or reasonably requested to effect each release described in this Section 7.09 in accordance with the relevant provisions of the Security Documents (and, for the avoidance of doubt, the Secured Parties shall be deemed to have irrevocably authorized and directed the Administrative Agent and the Collateral Agent to take such actions), so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary request in order to effect each release described in demonstrate compliance with this sentenceAgreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion of the Equity Interests or all or substantially all property of any Guarantor that is a Subsidiary of Parent is sold or otherwise transferred to a Person person or Personspersons, none of which is a Loan Party, or if any Guarantor that is a Subsidiary of Parent shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of such GuarantorGuarantor or its designation as an Unrestricted Subsidiary, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower Parent shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentencesentence (including the execution, as applicable, and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to evidence such release).

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion (x) all of the Equity Interests or all or substantially all property Capital Stock of any Guarantor is sold or otherwise transferred (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Loan Party, or if any Guarantor shall be designated an Unrestricted Restricted Subsidiary or otherwise not be required to remain a (y) such Guarantor hereunderbecomes an Excluded Subsidiary, then such Transferred Guarantor or Excluded Subsidiary shall, upon the consummation of such sale or transfertransfer or the Transferred Guarantor would qualify as an Excluded Subsidiary upon the consummation of such sale or transfer or upon becoming an Excluded Subsidiary, designation or other circumstanceas applicable, be automatically released from its obligations under this Agreement (including under Section 10.04 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, and the pledge of such Equity Interests Capital Stock of such Transferred Guarantor to the Collateral Agent pursuant to the Collateral Documents Security Agreement shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, and the Collateral Agent shall take such actions as are necessary to effect each such release described in this sentenceaccordance with the relevant provisions of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion of the Equity Interests such Guarantor shall become an Excluded Subsidiary or all or substantially all property of the Equity Interests of any Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is a Borrower or another Loan Party, or if any Guarantor shall be designated an Unrestricted such Excluded Subsidiary or otherwise not be required to remain a Transferred Guarantor hereunder, then such Guarantor (as the case may be) shall, upon the consummation of such change of status or sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents Security Agreements shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentenceSection 7.09 in accordance with the relevant provisions of the Security Documents, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Agreement; provided that such Guarantor is also released from its obligations under the Term Loan Documents on the same terms.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion all of the Equity Interests or all or substantially all property of any Subsidiary Guarantor is are sold or otherwise transferred to a Person person or Persons, none of which persons (other than any Company or any Affiliate thereof) or any Subsidiary is a Loan Party, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain (in any such case, a Guarantor hereunder“Transferred Subsidiary Guarantor”), then such Transferred Subsidiary Guarantor shall, upon the consummation of such sale or transfer, designation transfer or other circumstancedesignation, be automatically released from its obligations under this Agreement (including under Section 10.04 hereof11.03) and its obligations to pledge and grant any Collateral (including any Lien thereon) owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a the sale of all or substantially all of the Equity Interests of such the Transferred Subsidiary Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Security Documents shall be automatically released, and, so long as the Borrower shall have previously provided the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent as shall reasonably request, the Lenders hereby irrevocably authorize the Administrative Agent and the Collateral Agent shall to take such actions as are necessary to effect each release described in this sentenceSection 7.09 in accordance with the relevant provisions of the Security Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion of the Equity Interests or all or substantially all property of any Guarantor that is a Subsidiary of Parent is sold or otherwise transferred to a Person person or Personspersons, none of which is a Loan Party, or if any Guarantor that is a Subsidiary of Parent shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section ‎Section 10.04 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of such GuarantorGuarantor or its designation as an Unrestricted Subsidiary, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower Parent shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentencesentence (including the execution, as applicable, and delivery of appropriate UCC termination statements and such other instruments and releases as may be necessary and appropriate to evidence such release).

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Credit Documents, any portion of (i) the Equity Interests or all or substantially all property of any Guarantor is are directly or indirectly sold or otherwise transferred such that such Guarantor no longer constitutes a Restricted Subsidiary (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Loan PartyRestricted Subsidiary, or if (ii) any Guarantor shall be Restricted Subsidiary is designated as or becomes an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunderSubsidiary, then such Guarantor shallTransferred Guarantor, upon the consummation of such sale or transfer, designation and such Person so designated or other circumstancewhich becomes such an Unrestricted Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 10.04 13.03 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Document andSecurity Document, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, and the pledge of such Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to the Collateral Agent pursuant to the Collateral Security Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect and evidence each release described in this sentenceSection 6.08 in accordance with the relevant provisions of the Security Documents and this Agreement. SECTION 6.09.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Credit Documents, any portion of (i) the Equity Interests or all or substantially all property of any Guarantor is are directly or indirectly sold or otherwise transferred such that such Guarantor no longer constitutes a Restricted Subsidiary (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Loan PartyRestricted Subsidiary, or if (ii) any Restricted Subsidiary is designated as or becomes an Excluded Subsidiary, such Transferred Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunderExcluded Subsidiary, then such Guarantor shallas applicable, upon the consummation of such sale sale, transfer or transfer, designation or other circumstancesuch Person becoming an Excluded Subsidiary, as applicable, shall be automatically released from its obligations under this Agreement (including under Section 10.04 13.03 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Document andSecurity Document, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, and the pledge of such Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to the Collateral Agent pursuant to the Collateral Security Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect and evidence each release described in this sentenceSection 6.08 in accordance with the relevant provisions of the Security Documents and this Agreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion all or substantially all of the Equity Interests or all or substantially all property of any Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is Borrower or a Loan PartySubsidiary, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Transferred Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 10.2 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Loan Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Loan Documents shall 62 be automatically released, and, so long as the Borrower shall have provided the Agents Agent such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentence.Section 11.9 in accordance with the relevant provisions of the Loan Documents, so long as Borrower shall have provided Agent such certifications or documents as Agent shall reasonably request in order to demonstrate compliance with this Agreement. 11.10

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion all or substantially all of the Equity Interests or all or substantially all property of any Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is Holdings, Borrower or a Loan PartySubsidiary, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Transferred Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a sale of all or substantially all of the Equity Interests of such the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents Security Agreements shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentenceSection 7.09 in accordance with the relevant provisions of the Security Documents, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Agreement; provided that such Guarantor is also released from its obligations under the Second Lien Loan Documents on the same terms.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion (i) subsequent to the Closing Date, a Subsidiary Guarantor is designated as an Unrestricted Subsidiary by the Board of Directors of Borrower in accordance with Section 6.14, (ii) all of the Equity Interests or all or substantially all of the property of any Subsidiary Guarantor is are sold or 119 otherwise transferred (a “Transferred Guarantor”) to a Person person or Personspersons (other than any Company or any Affiliate thereof), none of which is a Loan Party, or if any Guarantor shall be designated an such Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereundershall, then upon its being so designated, and such Transferred Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 hereof11.03) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a the sale of all or substantially all of the Equity Interests of such the Unrestricted Subsidiary or Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Security Documents shall be automatically released, and, and so long as the Borrower shall have previously provided the Agents Collateral Agent and the Administrative Agent such certifications or documents as any the Collateral Agent and/or the Administrative Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentenceSection 7.09 in accordance with the relevant provisions of the Security Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion (x) all of the Equity Interests or all or substantially all property Capital Stock of any Guarantor is sold or otherwise transferred (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Loan Party, or if any Guarantor shall be designated an Unrestricted Restricted Subsidiary or otherwise not be required to remain a (y) such Guarantor hereunderbecomes an Excluded Subsidiary, then such Transferred Guarantor or Excluded Subsidiary shall, upon the consummation of such sale or transfer, designation or other circumstanceif the Transferred Guarantor would qualify as an Excluded Subsidiary upon the consummation of such sale or transfer, upon becoming an Excluded Subsidiary, as applicable, be automatically released from its obligations under this Agreement (including under Section 10.04 11.5 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, and the pledge of such Equity Interests Capital Stock of such Transferred Guarantor to the Collateral Agent pursuant to the Collateral Documents Security Agreement shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, and the Collateral Agent shall take such actions as are necessary to effect each such release described in this sentenceaccordance with the relevant provisions of the Security Documents within no more than 30 days from notice to the Collateral Agent of such transfer.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion all or substantially all of the Equity Interests or all or substantially all property of any Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person or Persons, none of which is Borrower or a Loan PartySubsidiary, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Transferred Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 10.2 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Loan Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Loan Documents shall be automatically released, and, so long as the Borrower shall have provided the Agents Agent such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentenceSection 11.9 in accordance with the relevant provisions of the Loan Documents, so long as Borrower shall have provided Agent such certifications or documents as Agent shall reasonably request in order to demonstrate compliance with this Agreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion all or substantially all of the Equity Interests or all or substantially all property of any Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is Borrower or a Loan PartySubsidiary, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Transferred Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents Security Agreements shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentenceSection 7.09 in accordance with the relevant provisions of the Security Documents, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Agreement; provided that such Guarantor is also released from its obligations under the Second Lien Note Documents on the same terms.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion of the Equity Interests or all or substantially all property of any Guarantor is are sold or otherwise transferred such that such Guarantor no longer constitutes a Subsidiary (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is Holdings or a Loan PartySubsidiary, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Transferred Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a sale of all or substantially all of the Equity Interests of such Guarantor, and the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents Security Agreements shall be automatically released, and, so long as the Borrower Holdings shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions within 30 days after notice to the Collateral Agent of such transfer, as are necessary to effect each release described in this sentenceSection 7.09 in accordance with the relevant provisions of the Security Documents, so long as Holdings shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Agreement. In addition, and notwithstanding anything herein or in any other Loan Document to the contrary, the Collateral Agent is authorized to take the actions set forth on Schedule 3 to Refinancing Amendment No. 1.

Release of Guarantors. (a) If, in compliance with the terms and provisions of the Loan DocumentsDocuments (and subject to the terms of any applicable Intercreditor Agreement, (i) any portion Guarantor ceases to be a Restricted Subsidiary pursuant to a transaction or designation permitted by this Agreement (including, without limitation, the Group Refinancing Transactions) or (ii) all or substantially all of the Equity Interests or all or substantially all property of any Guarantor is are sold or otherwise transferred to a Person or Persons, none of which is a Loan Party, or if any Guarantor shall be designated in an Unrestricted Subsidiary Enforcement Sale or otherwise not be required to remain a Guarantor hereunder, then (any such Guarantor in (i) or (ii) above, a “Transferred Guarantor”), such Transferred Guarantor and (in the case of a sale of all of the Equity Interests of the Transferred Guarantor) its Restricted Subsidiaries shall, upon the consummation of such sale or transfer, designation transfer or other circumstancetransaction, be automatically released from its obligations under this Agreement (including under Section 10.04 10.05 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Document and, in the case of a sale of all or substantially all of the Equity Interests of such the Transferred Guarantor, the pledge of or security interest in such Equity Interests to the Collateral Administrative Agent pursuant to the Collateral Documents shall be automatically released, and, so long as the Borrower Borrowers shall have provided the Agents Administrative Agent such certifications or documents as any the Administrative Agent shall reasonably request, the Collateral Administrative Agent shall take such actions as are necessary to effect each release described in this sentenceSection 11.09 in accordance with the relevant provisions of the Collateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion all or substantially all of the Equity Interests or all or substantially all property of any Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is Holdings, Borrower or a Loan PartySubsidiary, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Transferred Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a sale of all or substantially all of the Equity Interests of such the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents Security Agreements shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentenceSection 7.09 in accordance with the relevant provisions of the Security Documents, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Agreement; provided that such Guarantor is also released from its obligations under the First Lien Loan Documents on the same terms.

Release of Guarantors. If, in compliance with the terms and provisions of the Loan Documents, any portion all or substantially all of the Equity Interests or all or substantially all property of any Guarantor is are sold or otherwise transferred (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is Borrower or a Loan PartySubsidiary, or if any Guarantor shall be designated an Unrestricted Subsidiary or otherwise not be required to remain a Guarantor hereunder, then such Transferred Guarantor shall, upon the consummation of such sale or transfer, designation or other circumstance, be automatically released from its obligations under this Agreement (including under Section 10.04 10.03 hereof) and its obligations to pledge and grant any Collateral owned by it (and all security interests actually granted in such Collateral) pursuant to any Collateral Security Document and, in the case of a sale of all or substantially all of the Equity Interests of such the Transferred Guarantor, the pledge of such Equity Interests to the Collateral Agent pursuant to the Collateral Documents Security Agreements shall be automatically released, and, so long as the Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, the Collateral Agent shall take such actions as are necessary to effect each release described in this sentenceSection 7.09 in accordance with the relevant provisions of the Security Documents, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request in order to demonstrate compliance with this Agreement; provided that such Guarantor is also released from its obligations under the Senior Unsecured Note Purchase Documents on the same terms.