Common use of Conveyance, Transfer or Lease; Only on Certain Terms Clause in Contracts

Conveyance, Transfer or Lease; Only on Certain Terms. A Guarantor shall not convey, distribute, transfer or lease all or substantially all of its properties, securities and assets to any Person or Persons (other than to a Person that is a Guarantor immediately prior to such conveyance, distribution, transfer or lease), unless: (a) the Person or Persons which acquire by conveyance, distribution or transfer, or which leases, all or substantially all of the properties, securities and assets of such Guarantor shall, unless such assumption shall occur by operation of law, expressly assume, by an indenture supplemental hereto, executed and delivered to the Security Trustee, in form satisfactory to the Security Trustee, acting reasonably, such Guarantor’s obligations hereunder for the Series 4 Share Obligations and the performance and observance of every covenant of this Guarantee on the part of such Guarantor to be performed or observed; and (b) such Guarantor or such Person shall have delivered to the Security Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such conveyance, distribution, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. This Section shall only apply to conveyances, distributions, leases and transfers by a Guarantor as transferor or lessor.

Conveyance, Transfer or Lease; Only on Certain Terms. A Guarantor shall not convey, distribute, transfer or lease all or substantially all of its properties, securities and assets to any Person or Persons (other than to a Person that is a Guarantor immediately prior to such conveyance, distribution, transfer or lease), unless: (a) the Person or Persons which acquire by conveyance, distribution or transfer, or which leases, all or substantially all of the properties, securities and assets of such Guarantor shall, unless such assumption shall occur by operation of law, expressly assume, by an indenture supplemental hereto, executed and delivered to the Security Trustee, in form satisfactory to the Security Trustee, acting reasonably, such Guarantor’s obligations hereunder for the Series 4 2 Share Obligations and the performance and observance of every covenant of this Guarantee on the part of such Guarantor to be performed or observed; and (b) such Guarantor or such Person shall have delivered to the Security Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such conveyance, distribution, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. This Section shall only apply to conveyances, distributions, leases and transfers by a Guarantor as transferor or lessor.

Conveyance, Transfer or Lease; Only on Certain Terms. A Guarantor shall not convey, distribute, transfer or lease all or substantially all of its properties, securities and assets to any Person or Persons (other than to a Person that is a Guarantor immediately prior to such conveyance, distribution, transfer or lease), unless: (a) the Person or Persons which acquire by conveyance, distribution or transfer, or which leases, all or substantially all of the properties, securities and assets of such Guarantor shall, unless such assumption shall occur by operation of law, expressly assume, by an indenture supplemental hereto, executed and delivered to the Security Trustee, in form satisfactory to the Security Trustee, acting reasonably, such Guarantor’s obligations hereunder for the Series 4 6 Share Obligations and the performance and observance of every covenant of this Guarantee on the part of such Guarantor to be performed or observed; and (b) such Guarantor or such Person shall have delivered to the Security Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such conveyance, distribution, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. This Section shall only apply to conveyances, distributions, leases and transfers by a Guarantor as transferor or lessor.

Conveyance, Transfer or Lease; Only on Certain Terms. A Guarantor shall not convey, distribute, transfer or lease all or substantially all of its properties, securities and assets to any Person or Persons (other than to a Person that is a Guarantor immediately prior to such conveyance, distribution, transfer or lease), unless: (a) the Person or Persons which acquire by conveyance, distribution or transfer, or which leases, all or substantially all of the properties, securities and assets of such Guarantor shall, unless such assumption shall occur by operation of law, expressly assume, by an indenture supplemental hereto, executed and delivered to the Security Trustee, in form satisfactory to the Security Trustee, acting reasonably, such Guarantor’s obligations hereunder for the Series 4 1 Share Obligations and the performance and observance of every covenant of this Guarantee on the part of such Guarantor to be performed or observed; and (b) such Guarantor or such Person shall have delivered to the Security Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such conveyance, distribution, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. This Section shall only apply to conveyances, distributions, leases and transfers by a Guarantor as transferor or lessor.

Conveyance, Transfer or Lease; Only on Certain Terms. A Guarantor shall not convey, distribute, transfer or lease all or substantially all of its properties, securities and assets to any Person or Persons (other than to a Person that is a Guarantor immediately prior to such conveyance, distribution, transfer or lease), unless: (a) the Person or Persons which acquire by conveyance, distribution or transfer, or which leases, all or substantially all of the properties, securities and assets of such Guarantor shall, unless such assumption shall occur by operation of law, expressly assume, by an indenture supplemental hereto, executed and delivered to the Security Trustee, in form satisfactory to the Security Trustee, acting reasonably, such Guarantor’s obligations hereunder for the Series 4 5 Share Obligations and the performance and observance of every covenant of this Guarantee on the part of such Guarantor to be performed or observed; and (b) such Guarantor or such Person shall have delivered to the Security Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such conveyance, distribution, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. This Section shall only apply to conveyances, distributions, leases and transfers by a Guarantor as transferor or lessor.

Conveyance, Transfer or Lease; Only on Certain Terms. A Guarantor shall not convey, distribute, transfer or lease all or substantially all of its properties, securities and assets to any Person or Persons (other than to a Person that is a Guarantor immediately prior to such conveyance, distribution, transfer or lease), unless: (a) the Person or Persons which acquire by conveyance, distribution or transfer, or which leases, all or substantially all of the properties, securities and assets of such Guarantor shall, unless such assumption shall occur by operation of law, expressly assume, by an indenture supplemental hereto, executed and delivered to the Security Trustee, in form satisfactory to the Security Trustee, acting reasonably, such Guarantor’s obligations hereunder for the Series 4 3 Share Obligations and the performance and observance of every covenant of this Guarantee on the part of such Guarantor to be performed or observed; and (b) such Guarantor or such Person shall have delivered to the Security Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such conveyance, distribution, transfer or lease and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. This Section shall only apply to conveyances, distributions, leases and transfers by a Guarantor as transferor or lessor.