any guarantee of any Guarantor hereunder or under the Subsidiary Guarantee Agreement shall cease to be, or shall be asserted by any Loan Party not to be, a legal, valid and binding obligation of such Guarantor (in each case, other than solely as a result of the release of a Subsidiary Guarantor from its obligations under the Subsidiary Guarantee Agreement as expressly permitted hereunder or thereunder); or

any guarantee of any Guarantor hereunder or under the Subsidiary Guarantee Agreement shall cease to be, or shall be asserted by any Loan Party not to be, a legal, valid and binding obligation of such Guarantor (in each case, other than solely as a result of the release of a Subsidiary Guarantor from its obligations under the Subsidiary Guarantee Agreement as expressly permitted hereunderGuarantor; or thereunder); or

any guaranteeGuarantee or co-borrower obligation of the Borrower, the Co-Borrower or any Guarantor hereunder orother Loan Party under the Subsidiary Guarantee Agreementany Loan Document shall cease to be, or shall be asserted by any Loan Party not to be, a legal, validin full force and binding obligationeffect, except upon the consummation of such Guarantor (in each case, other than solelyany transaction permitted under this Agreement as a result of the release of a Subsidiary Guarantor from its obligations underwhich the Subsidiary Loan Party providing such Guarantee Agreement as expressly permitted hereunderceases to be a Restricted Subsidiary or thereunder); orupon the termination of such Loan Document in accordance with its terms;

any guaranteeGuarantee of any Guarantor hereunder or under the Subsidiary Guarantee Agreement shall cease to be, or shall be asserted by anya Loan Party notthat is a Significant Subsidiary ceases to be, a legal, validbe in full force and binding obligationeffect (other than in accordance with the terms of such Guarantee and this Agreement) or is declared null and void and unenforceable or found to be invalid or Holdings or any Subsidiary Guarantor (in each case, otherdenies its liability under its Guarantee (other than solely as a resultby reason of the release of a Subsidiary Guarantorsuch Loan Party from its obligations underGuarantee in accordance with the Subsidiary Guaranteeterms of this Agreement as expressly permitted hereunder or thereunder)and such Guarantee); or

any Permitted Subordinated Indebtedness or any guarantee thereof shall cease, for any reason, to be validly subordinated to the Obligations or the obligations of any Guarantor hereunder orthe Subsidiary Guarantors under the Subsidiary Guarantee Agreement shall cease toand Collateral Agreement, as the case may be, as provided in the documents evidencing such Permitted Subordinated Indebtedness, or shall be asserted by any Loan Party not to be, a legal, valid and binding obligation of such Guarantor (in each case, other than solely as a result of the release of a Subsidiary Guarantor from its obligations under the Subsidiary Guarantee Agreement as expressly permitted hereunder or thereunder); orshall so assert;