Common use of Release of Guarantor from Guarantee Clause in Contracts

Release of Guarantor from Guarantee. (a) Notwithstanding any other provisions of this Supplemental Indenture, the Guarantee of the Guarantor may be released upon the terms and subject to the conditions set forth in this Section 2.08. Provided that no Default shall have occurred and shall be continuing under the Indenture, the Guarantee of the Guarantor shall be unconditionally released and discharged 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 Guarantor, of all of the Guarantor’s direct or indirect equity interests in the Issuer (provided such sale, exchange or transfer is not prohibited by this Supplemental Indenture) or (B) the liquidation and dissolution of the Issuer (to the extent not prohibited by the Indenture). (b) The Trustee shall deliver an appropriate instrument evidencing any release of the Guarantee upon receipt of a written request of the Guarantor accompanied by an Guarantor’s Certificate and an Opinion of Counsel to the effect that the Guarantor is entitled to such release in accordance with the provisions of this Supplemental Indenture.

Release of Guarantor from Guarantee. (a) Notwithstanding any other provisions of this Supplemental Indenture, the Guarantee of the Guarantor may be released upon the terms and subject to the conditions set forth in this Section 2.0811.04. Provided that no Default shall have occurred and shall be continuing under the this Indenture, the any Guarantee of incurred by the Guarantor pursuant to this Article XI shall be unconditionally released and discharged automatically upon (A) any sale, exchange or transfer, whether by way of the merger or otherwise, to any Person that is not an Affiliate of the Guarantor, of all of Guarantor into the Guarantor’s direct Partnership or indirect equity interests in the Issuer (provided such sale, exchange any Subsidiary or transfer is not prohibited by this Supplemental Indenture) or (B) the liquidation and or dissolution of the Issuer Guarantor (in each case to the extent not prohibited by this Indenture) or (iii) following delivery of a written notice of such release or discharge by the Indenture)Partnership, the Trustee, upon the release or discharge of all 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 guarantees. (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 Guarantor Partnership accompanied by an Guarantor’s 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 Supplemental Indenture. The Guarantor not so released remains 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.