Common use of Release of Guarantors Clause in Contracts

Release of Guarantors. If, in compliance with the terms and provisions of the Credit Documents, (i) the Equity Interests of any Guarantor 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 Restricted Subsidiary, or (ii) any Restricted Subsidiary is designated as or becomes an Unrestricted Subsidiary, Transferred Guarantor, upon the consummation of such sale or transfer, and such Person so designated or which becomes such an Unrestricted Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 13.03 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the pledge of Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to Collateral Agent pursuant to the Security Documents shall be automatically released, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, Collateral Agent shall take such actions as are necessary to effect and evidence each release described in this Section 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 Credit Loan Documents, (i) any portion of the Equity Interests or all or substantially all property of any Guarantor are directly or indirectly is 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 Restricted SubsidiaryLoan Party, or (ii) if any Restricted Subsidiary is Guarantor shall be designated as or becomes an Unrestricted SubsidiarySubsidiary or otherwise not be required to remain a Guarantor hereunder, Transferred Guarantorthen such Guarantor shall, upon the consummation of such sale or transfer, and such Person so designated designation or which becomes such an Unrestricted Subsidiaryother circumstance, shall be automatically released from its obligations under this Agreement (including under Section 13.03 10.04 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 Security DocumentCollateral Document and, 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 in any Transferred Guarantor or any Unrestricted Subsidiary to the Collateral Agent pursuant to the Security 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 and evidence each release described in this Section 6.08 in accordance with the relevant provisions of the Security Documents and this Agreementsentence.

Release of Guarantors. If, in compliance with the terms and provisions of the Credit Loan Documents, (i) all or substantially all of the Equity Interests Capital Securities or property of any Guarantor 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 a Borrower or a another Restricted Subsidiary, or (ii) any Restricted Subsidiary is designated as or becomes an Unrestricted Subsidiary, such Transferred GuarantorGuarantor shall, upon the consummation of such sale or transfer, and such Person so designated or which becomes such an Unrestricted Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 13.03 12.03 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security DocumentInstrument and, and in the case of a sale of all or substantially all of the Capital Securities of the Transferred Guarantor, the pledge of Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary such Capital Securities to the Collateral Agent pursuant to the Security Documents 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 and evidence each release described in this Section 6.08 13.09 in accordance with the relevant provisions of the Security Documents and 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 Credit Loan Documents, (i) all of the Equity Interests of any Subsidiary Guarantor are directly or indirectly sold or otherwise transferred such that such Guarantor no longer constitutes to a Restricted person or persons (other than any Company or any Affiliate thereof) or any Subsidiary is designated an Unrestricted Subsidiary (in any such case, a “Transferred Subsidiary Guarantor”) to a Person or Persons), none of which is Borrower or a Restricted Subsidiary, or (ii) any Restricted such Transferred Subsidiary is designated as or becomes an Unrestricted Subsidiary, Transferred GuarantorGuarantor shall, upon the consummation of such sale or transfertransfer or designation, and such Person so designated or which becomes such an Unrestricted Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 13.03 hereof11.03) and the other Credit Documents, and its obligations to pledge and grant any Collateral (including any Lien thereon) owned by it pursuant to any Security DocumentDocument and, and in the case of the sale of all of the Equity Interests of the Transferred Subsidiary Guarantor, the pledge of such Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to the Collateral Agent pursuant to the Security Documents shall be automatically released, and, so long as 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 and evidence each release described in this Section 6.08 7.09 in accordance with the relevant provisions of the Security Documents and this AgreementDocuments.

Release of Guarantors. If, in compliance with the terms and provisions of the Credit Loan Documents, (i) all or substantially all of the Equity Interests of any Subsidiary Guarantor are directly or indirectly sold or otherwise transferred such that such Guarantor no longer constitutes a Restricted Subsidiary (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is the Borrower or a Restricted Subsidiary, or (ii) any Restricted Subsidiary is designated as or becomes an Unrestricted Subsidiary, Transferred Guarantor, such Transferred Guarantor shall, effective immediately upon the consummation of such sale or transfer, and such Person so designated or which becomes such an Unrestricted Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 13.03 10.03 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, Document and the pledge of such Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to the Collateral Agent pursuant to the Security Documents 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, Collateral Agent shall take such actions as are necessary request in order to effect and evidence each release described in this Section 6.08 in accordance demonstrate compliance with the relevant provisions of the Security Documents and this Agreement.

Release of Guarantors. If, in compliance with the terms and provisions of the Credit Loan Documents, (i) such Guarantor shall become an Excluded Subsidiary or all or substantially all of the Equity Interests of any Guarantor are directly or indirectly sold or otherwise transferred such that such Guarantor no longer constitutes a Restricted Subsidiary (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is Borrower or a Restricted Subsidiaryanother Loan Party, such Excluded Subsidiary or Transferred Guarantor (iias the case may be) any Restricted Subsidiary is designated as or becomes an Unrestricted Subsidiary, Transferred Guarantorshall, upon the consummation of such change of status or sale or transfer, and such Person so designated or which becomes such an Unrestricted Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 13.03 10.03 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, Document and the pledge of such Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to Collateral Agent pursuant to the Security Documents Agreements shall be automatically released, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, Collateral Agent shall take such actions as are necessary to effect and evidence each release described in this Section 6.08 7.09 in accordance with the relevant provisions of the Security Documents and 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 Credit Loan Documents, (ix) all of the Equity Interests Capital Stock of any Guarantor are directly or indirectly is 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 Restricted Subsidiary or (y) such Guarantor becomes an Excluded Subsidiary, then such Transferred Guarantor or (ii) any Restricted Excluded Subsidiary is designated as or becomes an Unrestricted Subsidiary, Transferred Guarantorshall, upon the consummation of such sale or transfer, and transfer or the Transferred Guarantor would qualify as an Excluded Subsidiary upon the consummation of such Person so designated sale or which becomes such transfer or upon becoming an Unrestricted Excluded Subsidiary, shall as applicable, be automatically released from its obligations under this Agreement (including under Section 13.03 11.5 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, Document and the pledge of Equity Interests in any such Capital Stock of such Transferred Guarantor or any Unrestricted Subsidiary to the Collateral Agent pursuant to the Security Documents Agreement shall be automatically released, and, so long as Borrower shall have provided and the Agents such certifications or documents as any Agent shall reasonably request, Collateral Agent shall take such actions as are necessary to effect and evidence each such release described in this Section 6.08 in accordance with the relevant provisions of the Security Documents and this Agreementwithin 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 Credit Loan Documents, (i) any portion of the Equity Interests or all or substantially all property of any Guarantor are directly or indirectly that is a Subsidiary of Parent is sold or otherwise transferred such that such Guarantor no longer constitutes a Restricted Subsidiary (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is Borrower or a Restricted SubsidiaryLoan Party, or (ii) if any Restricted Guarantor that is a Subsidiary is of Parent shall be designated as or becomes an Unrestricted SubsidiarySubsidiary or otherwise not be required to remain a Guarantor hereunder, Transferred Guarantorthen such Guarantor shall, upon the consummation of such sale or transfer, and such Person so designated designation or which becomes such an Unrestricted Subsidiaryother circumstance, shall be automatically released from its obligations under this Agreement (including under Section 13.03 10.04 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 Security DocumentCollateral Document and, and in the case of a sale of all or substantially all of the Equity Interests of such Guarantor or its designation as an Unrestricted Subsidiary, the pledge of such Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to the Collateral Agent pursuant to the Security Collateral Documents shall be automatically released, and, so long as 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 and evidence each release described in this Section 6.08 in accordance with sentence (including the relevant provisions execution, as applicable, and delivery of the Security Documents appropriate UCC termination statements and this Agreementsuch other instruments and releases as may be necessary and appropriate to evidence such release).

Release of Guarantors. (a) If, in compliance with the terms and provisions of the Credit DocumentsLoan Documents (and subject to the terms of any applicable Intercreditor Agreement, (i) any 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 property of any Guarantor 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 a Loan Party, in an Enforcement Sale or a Restricted Subsidiary, otherwise (any such Guarantor in (i) or (ii) any Restricted Subsidiary is designated as or becomes an Unrestricted Subsidiaryabove, 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 transfertransfer or other transaction, and such Person so designated or which becomes such an Unrestricted Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 13.03 10.05 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security DocumentCollateral Document and, and in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of or security interest in such Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to Collateral the Administrative Agent pursuant to the Security Collateral Documents shall be automatically released, and, so long as Borrower the Borrowers shall have provided the Agents Administrative Agent such certifications or documents as any the Administrative Agent shall reasonably request, Collateral the Administrative Agent shall take such actions as are necessary to effect and evidence each release described in this Section 6.08 11.09 in accordance with the relevant provisions of the Security Documents and this AgreementCollateral Documents.

Release of Guarantors. If, in compliance with the terms and provisions of the Credit Loan Documents, (ix) all of the Equity Interests Capital Stock of any Guarantor are directly or indirectly is 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 Restricted Subsidiary or (y) such Guarantor becomes an Excluded Subsidiary, then such Transferred Guarantor or (ii) any Restricted Excluded Subsidiary is designated as or becomes an Unrestricted Subsidiary, Transferred Guarantorshall, upon the consummation of such sale or transfer, and or if the Transferred Guarantor would qualify as an Excluded Subsidiary upon the consummation of such Person so designated sale or which becomes such transfer, upon becoming an Unrestricted Excluded Subsidiary, shall as applicable, be automatically released from its obligations under this Agreement (including under Section 13.03 11.5 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, Document and the pledge of Equity Interests in any such Capital Stock of such Transferred Guarantor or any Unrestricted Subsidiary to the Collateral Agent pursuant to the Security Documents Agreement shall be automatically released, and, so long as Borrower shall have provided and the Agents such certifications or documents as any Agent shall reasonably request, Collateral Agent shall take such actions as are necessary to effect and evidence each such release described in this Section 6.08 in accordance with the relevant provisions of the Security Documents and this Agreementwithin 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 Credit Loan Documents, (i) all or substantially all of the Equity Interests or property of any Guarantor are directly or indirectly sold or otherwise transferred such that such Guarantor no longer constitutes a Restricted Subsidiary (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is Borrower or a Restricted Subsidiary, or (ii) any Restricted Subsidiary is designated as or becomes an Unrestricted Subsidiary, such Transferred GuarantorGuarantor shall, upon the consummation of such sale or transfer, and such Person so designated or which becomes such an Unrestricted Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 13.03 10.03 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security DocumentDocument and, and in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to the Collateral Agent pursuant to the Security Documents Agreements shall be automatically released, and, so long as 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 Section 6.08 7.09 in accordance with the relevant provisions of the Security Documents and 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.

Release of Guarantors. If, in compliance with the terms and provisions of the Credit Loan Documents, (i) all or substantially all of the Equity Interests of any Guarantor are directly or indirectly sold or otherwise transferred such that such Guarantor no longer constitutes a Restricted Subsidiary (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is Borrower or a Restricted Subsidiary, or (ii) any Restricted Subsidiary is designated as or becomes an Unrestricted Subsidiary, such Transferred GuarantorGuarantor shall, upon the consummation of such sale or transfer, and such Person so designated or which becomes such an Unrestricted Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 13.03 10.03 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, Document and the pledge of such Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to Collateral Agent pursuant to the Security Documents Agreements shall be automatically released, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, Collateral Agent shall take such actions as are necessary to effect and evidence each release described in this Section 6.08 7.09 in accordance with the relevant provisions of the Security Documents and 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 Credit Loan Documents, (i) the Equity Interests of any Guarantor are directly or indirectly sold or otherwise transferred such that such Guarantor no longer constitutes a Restricted Subsidiary (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is Borrower Holdings or a Restricted Subsidiary, or (ii) any Restricted Subsidiary is designated as or becomes an Unrestricted Subsidiary, such Transferred GuarantorGuarantor shall, upon the consummation of such sale or transfer, and such Person so designated or which becomes such an Unrestricted Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 13.03 10.03 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, Document and the pledge of such Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to the Collateral Agent pursuant to the Security Documents Agreements shall be automatically released, and, so long as 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 and evidence each release described in this Section 6.08 7.09 in accordance with the relevant provisions of the Security Documents and 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. If, in compliance with the terms and provisions of the Credit Loan Documents, (i) any portion of the Equity Interests or all or substantially all property of any Guarantor are directly or indirectly that is a Subsidiary of Parent is sold or otherwise transferred such that such Guarantor no longer constitutes a Restricted Subsidiary (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is Borrower or a Restricted SubsidiaryLoan Party, or (ii) if any Restricted Guarantor that is a Subsidiary is of Parent shall be designated as or becomes an Unrestricted SubsidiarySubsidiary or otherwise not be required to remain a Guarantor hereunder, Transferred Guarantorthen such Guarantor shall, upon the consummation of such sale or transfer, and such Person so designated designation or which becomes such an Unrestricted Subsidiaryother circumstance, shall be automatically released from its obligations under this Agreement (including under Section 13.03 ‎Section 10.04 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 Security DocumentCollateral Document and, and in the case of a sale of all or substantially all of the Equity Interests of such Guarantor or its designation as an Unrestricted Subsidiary, the pledge of such Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to the Collateral Agent pursuant to the Security Collateral Documents shall be automatically released, and, so long as 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 and evidence each release described in this Section 6.08 in accordance with sentence (including the relevant provisions execution, as applicable, and delivery of the Security Documents appropriate UCC termination statements and this Agreementsuch 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 Credit Loan Documents, (i) all or substantially all of the Equity Interests or property of any Guarantor are directly or indirectly sold or otherwise transferred such that such Guarantor no longer constitutes a Restricted Subsidiary (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is Holdings, Borrower or a Restricted Subsidiary, or (ii) any Restricted Subsidiary is designated as or becomes an Unrestricted Subsidiary, such Transferred GuarantorGuarantor shall, upon the consummation of such sale or transfer, and such Person so designated or which becomes such an Unrestricted Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 13.03 10.03 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security DocumentDocument and, and in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to the Collateral Agent pursuant to the Security Documents Agreements shall be automatically released, and, so long as 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 Section 6.08 7.09 in accordance with the relevant provisions of the Security Documents and 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 Credit Loan Documents, (i) all or substantially all of the Equity Interests or property of any Guarantor are directly or indirectly sold or otherwise transferred such that such Guarantor no longer constitutes a Restricted Subsidiary (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is Holdings, Borrower or a Restricted Subsidiary, or (ii) any Restricted Subsidiary is designated as or becomes an Unrestricted Subsidiary, such Transferred GuarantorGuarantor shall, upon the consummation of such sale or transfer, and such Person so designated or which becomes such an Unrestricted Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 13.03 10.03 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security DocumentDocument and, and in the case of a sale of all or substantially all of the Equity Interests of the Transferred Guarantor, the pledge of such Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to the Collateral Agent pursuant to the Security Documents Agreements shall be automatically released, and, so long as 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 Section 6.08 7.09 in accordance with the relevant provisions of the Security Documents and 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 Credit Loan Documents, (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 are directly or indirectly sold or 119 otherwise transferred such that such Guarantor no longer constitutes a Restricted Subsidiary (a “Transferred Guarantor”) to a Person person or Personspersons (other than any Company or any Affiliate thereof), none of which is Borrower or a Restricted Subsidiarysuch Unrestricted Subsidiary shall, or (ii) any Restricted Subsidiary is designated as or becomes an Unrestricted Subsidiaryupon its being so designated, and such Transferred GuarantorGuarantor shall, upon the consummation of such sale or transfer, and such Person so designated or which becomes such an Unrestricted Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 13.03 hereof11.03) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security DocumentDocument and, and in the case of the sale of all of the Equity Interests of the Unrestricted Subsidiary or Transferred Guarantor, the pledge of such Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to the Collateral Agent pursuant to the Security Documents shall be automatically released, and, and so long as 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 and evidence each release described in this Section 6.08 7.09 in accordance with the relevant provisions of the Security Documents and this AgreementDocuments.

Release of Guarantors. If, in compliance with the terms and provisions of the Credit Loan Documents, (i) all or substantially all of the Equity Interests of any Guarantor 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 Restricted Subsidiary, or (ii) any Restricted Subsidiary is designated as or becomes an Unrestricted Subsidiary, such Transferred GuarantorGuarantor shall, upon the consummation of such sale or transfer, and such Person so designated or which becomes such an Unrestricted Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 13.03 10.2 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, Loan Document and the pledge of such Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to Collateral Agent pursuant to the Security Loan Documents shall be automatically released, and, so long as Borrower shall have provided the Agents Agent such certifications or documents as any Agent shall reasonably request, Collateral Agent shall take such actions as are necessary to effect and evidence each release described in this Section 6.08 11.9 in accordance with the relevant provisions of the Security Documents and 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 Credit Loan Documents, (i) all or substantially all of the Equity Interests of any Guarantor are directly or indirectly sold or otherwise transferred such that such Guarantor no longer constitutes a Restricted Subsidiary (a “Transferred Guarantor”) to a Person person or Personspersons, none of which is Borrower or a Restricted Subsidiary, or (ii) any Restricted Subsidiary is designated as or becomes an Unrestricted Subsidiary, such Transferred GuarantorGuarantor shall, upon the consummation of such sale or transfer, and such Person so designated or which becomes such an Unrestricted Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 13.03 10.2 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, Loan Document and the pledge of such Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to Collateral Agent pursuant to the Security Loan Documents shall 62 be automatically released, and, so long as Borrower shall have provided the Agents Agent such certifications or documents as any Agent shall reasonably request, Collateral Agent shall take such actions as are necessary to effect and evidence each release described in this Section 6.08 11.9 in accordance with the relevant provisions of the Security Documents and 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 Credit Documents, (i) the Equity Interests of any Guarantor 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 Restricted Subsidiary, or (ii) any Restricted Subsidiary is designated as or becomes an Unrestricted Excluded Subsidiary, such Transferred GuarantorGuarantor or Excluded Subsidiary, as applicable, upon the consummation of such sale sale, transfer or transfer, and designation or such Person so designated or which becomes such becoming an Unrestricted Excluded Subsidiary, as applicable, shall be automatically released from its obligations under this Agreement (including under Section 13.03 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the pledge of Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to Collateral Agent pursuant to the Security Documents shall be automatically released, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, Collateral Agent shall take such actions as are necessary to effect and evidence each release described in this Section 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 Credit Documents, (i) the Equity Interests of any Guarantor 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 Restricted Subsidiary, or (ii) any Restricted Subsidiary is designated as or becomes an Unrestricted Subsidiary, Transferred Guarantor, upon the consummation of such sale or transfer, and such Person so designated or which becomes such an Unrestricted Subsidiary, shall be automatically released from its obligations under this Agreement (including under Section 13.03 hereof) and the other Credit Documents, and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document, and the pledge of Equity Interests in any Transferred Guarantor or any Unrestricted Subsidiary to Collateral Agent pursuant to the Security Documents shall be automatically released, and, so long as Borrower shall have provided the Agents such certifications or documents as any Agent shall reasonably request, Collateral Agent shall take such actions as are necessary to effect and evidence each release described in this Section 6.08 in accordance with the relevant provisions of the Security Documents and this Agreement. SECTION 6.09.