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.