Common use of Release of Guarantor from Guarantee Clause in Contracts

Release of Guarantor from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of the Guarantor may be released upon the terms and subject to the conditions set forth in this Section 11.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, any Guarantee incurred by the Guarantor pursuant to this Article XI shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership's direct or indirect equity interests in the Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of the Guarantor into the Partnership or any other Subsidiary or the liquidation and dissolution of the Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) following delivery of a written notice of such release or discharge by the Partnership, the Trustee, upon the release or discharge of all Guarantee by the Guarantor of any Debt of the Partnership other than obligations arising under this Indenture and any Securities issued hereunder, except a discharge or release by or as a result of payment under such Guarantee. (b) The Trustee shall deliver an appropriate instrument evidencing any release of the Guarantor from the Guarantee upon receipt of a written request of the Partnership accompanied by an Officers' Certificate and an Opinion of Counsel that the Guarantor is entitled to such release in accordance with the provisions of this Indenture. If the Guarantor is not so released it shall remain liable for the full amount of principal of (and premium, if any, on) and interest on the Securities entitled to the benefits of such Guarantee as provided in this Indenture, subject to the limitations of Section 11.03.

Release of Guarantor from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of the Guarantor may be released upon the terms and subject to the conditions set forth in this Section 11.0410.04. Provided that no Default shall have occurred and shall be continuing under this Indenture, any Guarantee incurred by the Guarantor pursuant to this Article XI X shall be unconditionally released and discharged (i) automatically upon (A) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership's direct or indirect equity interests in the Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (B) the merger of the Guarantor into the Partnership or any other Subsidiary or the liquidation and dissolution of the Guarantor (in each case to the extent not prohibited by this Indenture) or (ii) following delivery of a written notice of such release or discharge by the Partnership, the Trustee, upon the release or discharge of all Guarantee guarantees by the Guarantor of any Debt of the Partnership other than obligations arising under this Indenture and any Securities issued hereunder, except a discharge or release by or as a result of payment under such Guaranteeguarantees. (b) The Trustee shall deliver an appropriate instrument evidencing any release of the Guarantor from the Guarantee upon receipt of a written request of the Partnership accompanied by an Officers' Certificate and an Opinion of Counsel that the Guarantor is entitled to such release in accordance with the provisions of this Indenture. If the Guarantor is not so released it shall remain liable for the full amount of principal of (and premium, if any, on) and interest on the Securities entitled to the benefits of such Guarantee as provided in this Indenture, subject to the limitations of Section 11.0310.03.

Release of Guarantor from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of the Guarantor may be released upon the terms and subject to the conditions set forth in this Section 11.0412.4. Provided that no Default shall have occurred and shall be continuing under this Indenture, any Guarantee incurred by the Guarantor pursuant to this Article XI Twelve shall be unconditionally released and discharged upon (i) automatically upon (A) any sale, exchange the Issuer’s exercise of its legal defeasance option or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership's direct or indirect equity interests its covenant defeasance option in the Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) accordance with Article Nine hereof or (Bii) the merger of the Guarantor into the Partnership or any other Subsidiary Issuer or the liquidation and or dissolution of the Guarantor (in each case to the extent not prohibited by this Indenture) or (iiiii) following delivery of a written notice of such release or discharge by the PartnershipIssuer, the Trustee, upon the release or discharge of all Guarantee guarantees by the Guarantor of any Debt debt of the Partnership Issuer other than obligations arising under this Indenture and any Securities Notes issued hereunder, except a discharge or release by or as a result of payment under such Guaranteeguarantees. (b) The Trustee shall deliver an appropriate instrument evidencing any release of the Guarantor from the Guarantee upon receipt of a written request of the Partnership Issuer accompanied by an Officers' ’ Certificate and an Opinion of Counsel that the Guarantor is entitled to such release in accordance with the provisions of this Indenture. If the Guarantor is not so released it shall remain liable for the full amount of principal of (and premium, if any, on) and interest on the Securities entitled to the benefits of such Guarantee as provided in this Indenture, subject to the limitations of Section 11.03.

Release of Guarantor from Guarantee. (a) Notwithstanding any other provisions of this Indenture, the Guarantee of the Guarantor may be released upon the terms and subject to the conditions set forth in this Section 11.0412.4. Provided that no Default shall have occurred and shall be continuing under this Indenture, any Guarantee incurred by the Guarantor pursuant to this Article XI Twelve shall be unconditionally released and discharged upon (i) automatically upon (A) any sale, exchange the Issuer’s exercise of its legal defeasance option or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the Partnership, of all of the Partnership's direct or indirect equity interests its covenant defeasance option in the Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) accordance with Article Nine hereof or (Bii) the merger of the Guarantor into the Partnership or any other Subsidiary Issuer or the liquidation and or dissolution of the Guarantor (in each case to the extent not prohibited by this Indenture) or (iiiii) following delivery of a written notice of such release or discharge by the PartnershipIssuer, the Trustee, upon the release or discharge of all Guarantee guarantees by the Guarantor of any Debt debt of the Partnership Issuer other than obligations arising under this Indenture and any Securities Notes issued hereunder, except a discharge or release by or as a result of payment under such Guaranteeguarantees. (b) The Trustee shall deliver an appropriate instrument evidencing any release of the Guarantor from the Guarantee upon receipt of a written request of the Partnership Issuer accompanied by an Officers' ’ Certificate and an Opinion of Counsel that the Guarantor is entitled to such release in accordance with the provisions of this Indenture. If Dated as of November 21, 2006. BOARDWALK PIPELINES, LP By: Boardwalk Operating GP LLC, its General Partner By: Boardwalk Pipeline Partners, LP its Sole Member By: Boardwalk GP, LP its General Partner By: Boardwalk GP, LLC its General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer BOARDWALK PIPELINE PARTNERS, LP By: Boardwalk GP, LP its General Partner By: Boardwalk GP, LLC its General Partner By: /s/ Xxxxx X. Xxxxxxx Name: Xxxxx X. Xxxxxxx Title: Chief Financial Officer THE BANK OF NEW YORK TRUST COMPANY, N.A. By: /s/ X. Xxxxxx Name: X. Xxxxxx Title: Assistant Vice President No. 1$ 250,000,000 promises to pay to CEDE & CO., INC., or its registered assigns, the Guarantor is not so released it shall remain liable for the full amount principal sum of principal of Two Hundred and Fifty Million Dollars ($250,000,000.00) on November 15, 2016. Interest Payment Dates: May 15 and premiumNovember 15, if anycommencing May 15, on) 2007 Record Dates: May 1 and interest on the Securities entitled to the benefits of such Guarantee as provided in this Indenture, subject to the limitations of Section 11.03November 1.

Release of Guarantor from Guarantee. (a1) Notwithstanding any other provisions of this Indenture, the Guarantee of the Guarantor may be released upon the terms and subject to the conditions set forth in Section 401 and in this Section 11.041504. Provided that no Event of Default shall have occurred and shall be continuing under this Indenture, any the Guarantee incurred by the Guarantor pursuant to this Article XI Fifteen shall be unconditionally released and discharged (iA) following delivery of an Officer’s Certificate to the Trustee to the effect that such release or discharge has occurred pursuant to the terms and conditions of any series of Initial Notes covered by such Guarantee, or (B) automatically upon (Ai) any sale, exchange or transfer, whether by way of merger or otherwise, to any Person that is not an Affiliate of the PartnershipCompany, of all of the Partnership's Company’s direct or indirect limited partnership or other equity interests in the Guarantor (provided such sale, exchange or transfer is not prohibited by this Indenture) or (Bii) the merger of the such Guarantor into the Partnership or any other Subsidiary Company or the liquidation and dissolution of the Guarantor (in each case to the extent not prohibited such liquidation or dissolution is expressly permitted) by this Indenture) Indenture or (ii) following delivery of a written notice of such release or discharge by the Partnership, the Trustee, upon the release or discharge of all Guarantee by the Guarantor of any Debt of the Partnership other than obligations arising under this Indenture and any Securities issued hereunder, except a discharge or release by or as a result of payment under such Guaranteeapplicable Initial Notes). (b2) The Trustee shall deliver an appropriate instrument evidencing any release of the Guarantor from the Guarantee upon receipt of a written request of the Partnership Company accompanied by an Officers' ’ Certificate and an Opinion of Counsel to the effect that the Guarantor is entitled to such release in accordance with the provisions of this Indenture. If the Guarantor is not so released it shall remain liable for the full amount of principal of (and premium, if any, on) and interest on the Securities entitled to the benefits of such Guarantee as provided in this Indenture, subject to the limitations of Section 11.03.