proposed Co-Borrower within five (5) Business Days of its
receipt of the materials required above to the extent that any such materials
delivered in connection with the qualification thereof are not, in the
reasonable judgment of the Administrative Agent, complete, accurate or otherwise
sufficient to cause such proposed Co-Borrower to be legally bound as a Borrower
Party hereunder and shall, in connection with any rejection of a proposed
Co-Borrower, deliver to the Borrower a written explanation of the grounds for
such rejection;
(2) in the absence of any rejection by the Administrative Agent pursuant to
item (1) above, the qualification of the proposed Co-Borrower shall be effective
as of the date occurring six (6) Business Days following the Administrative
Agent's receipt of all materials required to be delivered for qualification of a
Co-Borrower pursuant to this clause (b); provided, that if the Administrative
Agent, for any reason, ultimately rejects the qualification of a proposed
Co-Borrower pursuant to the terms of this Section 6.12(b), the Administrative
Agent shall, promptly upon the request of the Borrower, return to the Borrower
the materials delivered pursuant to items (i), (ii) and (iii) of this
Section 6.12(b); and
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(C) any Guarantor designated from time to time as a Co-Borrower hereunder
shall, at all times (until released as a Co-Borrower hereunder) remain liable
for all of the outstanding Obligations as a Co-Borrower, and, until released as
a Guarantor, shall remain liable for all of the outstanding Obligations as a
Guarantor; provided, that release of a Person as a Co-Borrower hereunder shall
not constitute the release of such Person as a Guarantor.
(c) Provide to the Administrative Agent, to the extent the Borrower intends
to cause the release of any Co-Borrower from its qualification as a Co-Borrower
hereunder (i) a written request for the release of the applicable Co-Borrower
and (ii) a certification by the Borrower and such Co-Borrower that the
applicable Co-Borrower shall remain bound by the terms and conditions of its
Joinder Agreement as a Guarantor of both the Revolving Credit Facility and the
Term Facility, and that, following its release as a Co-Borrower hereunder, it
will remain liable as a Guarantor for all of the Obligations pursuant to the
terms of Article XI hereof and that such Co-Borrower is not the "primary
obligor" with respect to any then-outstanding Loans (or that such Loans are
being repaid in connection with such requested release); provided that (A) any
such request for release shall be effective as of the Business Day following the
Administrative Agent's receipt of the materials required pursuant to this clause
(c); (B) the Administrative Agent and/or Lenders shall, upon the release of any
Person as a Co-Borrower hereunder, return to the Borrower any Notes executed by
the applicable Co-Borrower; (C) any Co-Borrower which is released as a
Co-Borrower hereunder shall, immediately upon such release, resume its status as
a Guarantor hereunder and remain subject to all of the terms and conditions set
forth herein with respect to the Guarantors (including, without