Common use of Termination and Discharge Clause in Contracts

Termination and Discharge. (a) Upon the latest of (i) payment in full in cash of the Guarantied Obligations (other than in respect of any and all Unasserted Obligations) then owing to the Guarantied Party or any other Person (including without limitation, any other Beneficiary), (ii) the Revolving Loan Commitment Termination Date, to the extent that there exists Revolving Loan Exposure, (iii) the Tranche B Term Loan Maturity Date, to the extent that there exists Term Loan Exposure, (iv) the termination or expiration of all Letters of Credit and (v) the cancellation or termination of all Commitments, this Guaranty shall immediately and automatically terminate, and the obligations (other than in respect of any and all Unasserted Obligations) of the Guarantors hereunder with respect to the Guarantied Party and any other Person (including without limitation, any Beneficiary) shall automatically be discharged and released, in each case, without any further action by the Guarantied Party or any other such Person. (b) While the Credit Agreement is in effect, if (A) all or a majority of the stock of a Guarantor or any of its successors in interest under this Guaranty shall be sold or otherwise disposed of (including by merger or consolidation) in accordance with the terms of the Loan Documents or (B) a Guarantor shall liquidate or dissolve in accordance with the terms of the Loan Documents, then, in each case the obligations of such Guarantor or such successor in interest, as the case may be, hereunder shall automatically be discharged and released without any further action by the Guarantied Party or any other Person (including any other Beneficiary) effective as of the time of such sale, merger, liquidation or dissolution. (c) Upon any termination of the Guaranty or any discharge and release of a Guarantor’s obligations hereunder, in each case as described in subsections (a) and (b) of this Section 16, the Guarantied Party will, at the applicable Guarantor’s expense, execute and deliver to such Guarantor such documents as such Guarantor shall reasonably request to evidence such termination, discharge or release.