Common use of CONSOLIDATION, MERGER, ETC., ONLY ON CERTAIN TERMS Clause in Contracts

CONSOLIDATION, MERGER, ETC., ONLY ON CERTAIN TERMS. No Guarantor shall consolidate with, merge with or into, or sell, assign, convey, transfer or lease its properties and assets substantially in their entirety (computed on a consolidated basis) to any Person, unless: (i) subject to the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than the Guarantor, another Guarantor or the Company) is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and assumes, by supplemental indenture hereto, all of the obligations of such Guarantor under each of its Guarantees and this Indenture; (ii) immediately after giving effect to such transaction, no Event of Default or Default shall exist; and (iii) such Person executing the supplemental indenture required pursuant to clause (i) above, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel conforming to the provisions of Section 11.05 hereof and each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this provision and that all conditions precedent herein provided for relating to such transaction have been complied with. Notwithstanding the preceding paragraph, in the event of (a) a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise or (b) a sale or other disposition of all of the capital stock of any Guarantor, then the Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of the Guarantor) will be released and relieved of any obligations under each of its Guarantees pursuant to this Indenture, except in the event of a sale or other disposition to the Company, any other Guarantor of the Debt Securities of each series it guarantees or any Affiliate thereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and Opinion of Counsel conforming to the provisions of Section 11.05 hereof, to the effect that such sale or other disposition was made by the Company or such Guarantor in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any such Guarantor from its Guaranteed Obligations under each of its Guarantees pursuant to this Indenture.

CONSOLIDATION, MERGER, ETC., ONLY ON CERTAIN TERMS. No Subsidiary Guarantor shall consolidate with, or merge with or into, or sell, assign, convey, transfer or lease its properties and assets substantially in their entirety (computed on a consolidated basis) to any Person, unless: (ia) subject to the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor, another Subsidiary Guarantor or the Company) is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and assumes, by supplemental indenture hereto, all of the obligations of such Subsidiary Guarantor under each of its Guarantees Guarantee and this Indenture; (iib) immediately after giving effect to such transaction, no Event of Default or Default shall exist; and (iiic) if such Person executing the is required to execute a supplemental indenture required pursuant to clause (ia) above, such Person has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel conforming to the provisions of Section 11.05 hereof and Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such assumption of such obligations by such supplemental indenture comply with this provision and that all conditions precedent herein provided for relating to such transaction have been complied with. Notwithstanding the preceding paragraph, in the event of (a) a sale or other disposition of all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise or (b) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor, then the Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, disposition of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of the Subsidiary Guarantor) will be released and relieved of any obligations under each of its Guarantees pursuant to Guarantee set forth in this Indenture, except in the event of a sale or other disposition to the Company, Company or any other Guarantor of the Debt Securities of each series it guarantees or any Affiliate thereofSubsidiary Guarantor. Upon delivery by the Company to the Trustee of an Officers’ Certificate and Opinion of Counsel conforming to the provisions of Section 11.05 hereof, to the effect that such sale or other disposition was made by the Company or such Subsidiary Guarantor in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any such Subsidiary Guarantor from its Guaranteed Obligations under each of its Guarantees pursuant to Guarantee set forth in this Indenture.

CONSOLIDATION, MERGER, ETC., ONLY ON CERTAIN TERMS. No Subsidiary Guarantor shall consolidate with, merge with or into, or sell, assign, convey, transfer or lease its properties and assets substantially in their entirety (computed on a consolidated basis) to any Person, unless: (i) subject to the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor, another Subsidiary Guarantor or the Company) is a corporation organized and existing under the laws of the United States, any State thereof or the District of Columbia and assumes, by supplemental indenture hereto, all of the obligations of such Subsidiary Guarantor under each of its Guarantees this Guarantee and this Indenture; (ii) immediately after giving effect to such transaction, no Event of Default or Default shall exist; and (iii) such Person executing the supplemental indenture required pursuant to clause (i) above, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel conforming to the provisions of Section 11.05 1.2 hereof and each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture comply with this provision and that all conditions precedent herein provided for relating to such transaction have been complied with. Notwithstanding the preceding paragraph, in the event of (a) a sale or other disposition of all of the assets of any Subsidiary Guarantor, by way of merger, consolidation or otherwise or (b) a sale or other disposition of all of the capital stock of any Subsidiary Guarantor, then the Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of the Subsidiary Guarantor) will be released and relieved of any obligations under each of its Guarantees pursuant to Guarantee set forth in this Indenture, except in the event of a sale or other disposition to the Company, any other Subsidiary Guarantor of the Debt Securities of each series it guarantees or any Affiliate thereof. Upon delivery by the Company to the Trustee of an Officers’ Certificate and Opinion of Counsel conforming to the provisions of Section 11.05 1.2 hereof, to the effect that such sale or other disposition was made by the Company or such Subsidiary Guarantor in accordance with the provisions of this Indenture, the Trustee shall execute any documents reasonably required in order to evidence the release of any such Subsidiary Guarantor from its Guaranteed Obligations under each of its Guarantees pursuant to Guarantee set forth in this Indenture.