Amendment to Section 8.16(b). The second sentence of Section 8.16(b) of the Guarantee and Collateral Agreement is hereby amended and restated in its entirety to read in full as follows: “At the request and sole expense of the Company, a Guarantor shall be released from its obligations hereunder in the event that (i) all the Equity Interests of such Guarantor shall be sold, transferred or otherwise disposed of in a transaction permitted by the Credit Agreement; provided that the Company shall have delivered to the Administrative Agent, at least three Business Days prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of the sale or other disposition in reasonable detail, including the price thereof and any expenses in connection therewith, together with a certification by the Company stating that such transaction is in compliance with the Credit Agreement and other Loan Documents or (ii) such Guarantor ceases to be a Material Subsidiary and qualifies as a Dormant Subsidiary; provided that no Default or Event of Default shall have occurred and be continuing immediately before or after giving effect to such release and the Company shall have delivered to the Administrative Agent, at least three Business Days prior to the date of the proposed release, a written request for release identifying the relevant Guarantor and the terms of the sale, transfer or other disposition pursuant to which such Guarantor ceased to be a Material Subsidiary and qualifies as a Dormant Subsidiary (whether consummated by one or more transactions), together with a certification by the Company stating that such transactions were in compliance with the Credit Agreement and other Loan Documents.”
