Common use of Termination and Releases Clause in Contracts

Termination and Releases. (a) Upon the termination of, and payment in full of all of the Borrower Obligations (subject to the provisions in section 9.14(a) of the Existing RHDI Credit Agreement. Existing Dex East Credit Agreement, Existing Dex West Credit Agreement and Existing SuperMedia Credit Agreement, as applicable) under the Dex East Loan Documents, the Dex West Loan Documents, the RHDI Loan Documents or the SuperMedia Loan Documents, as the case may be (in each case other than as a result of any Refinancing), the guarantees provided in Section 2.1 with respect to such Borrower Obligation(s) (and only such Borrower Obligations) shall be automatically and unconditionally released, discharged and terminated (subject to Section 2.6) and each Guarantor guaranteeing such Borrower Obligations shall be released from its obligations hereunder with respect to such Borrower Obligations (other than those obligations that are expressly stated to survive such termination or release), in each case without any consent of any Credit Parties, any Administrative Agent or the Subordinated Guarantee Agent. (b) Upon the sale, transfer or other disposition (including by operation of a merger) of (x) 100% of the Equity Interests in any Guarantor or (y) all or substantially all of the property of any Guarantor (a “Change of Control Transaction”), the guarantees provided hereunder by such Guarantor shall be automatically released, without any consent of any Credit Parties, any Administrative Agent or the Subordinated Guarantee Agent, so long as (i) no Default or Event of Default under the applicable Credit Agreement to which the Guarantor is a Borrower has occurred and is continuing after giving effect to the Change of Control Transaction, (ii) the disposition is to a Person that is not an Affiliate of such Guarantor and (iii) subject to Section 5.1, 100% of the Net Proceeds received by the Ultimate Parent or any of its Subsidiaries from such Change of Control Transaction is paid to the Subordinated Guarantee Agent (to be applied in accordance with clauses (b), (c), (d) or (e) of Section 6.2, as applicable). The payment of any Net Proceeds in accordance with the foregoing clause (iii) of this Section 9.12(b) shall be deemed a payment made under, and an obligation under, Section 2 of this Agreement. Upon the payment of the Net Proceeds in accordance with this Section 9.12(b), and in consideration for such payments, the Guarantor subject to the Change of Control Transaction shall be released from its obligations hereunder, without any consent of any Credit Parties, any Administrative Agent or the Subordinated Guarantee Agent.