Corporate Existence of Guarantor. Guarantor covenants that so long as it has any outstanding obligations under this Guaranty, it will maintain its corporate, limited partnership or limited liability company existence, will not dissolve, sell or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation, limited partnership or limited liability company or permit one or more other corporations, limited partnerships or limited liability companies to consolidate with or merge into it without obtaining Beneficiary's prior written consent, provided that Guarantor may, without violating the covenants in this Section 3.7, consolidate with or merge into another corporation, limited partnership or limited liability company or permit one or more other corporations, limited partnerships or limited liability companies to consolidate with or merge into it, or sell or otherwise transfer to another corporation, limited partnership or limited liability company all or substantially all of its assets as an entirety and thereafter dissolve, if the surviving, resulting or transferee corporation, limited partnership or limited liability company, as the case may be satisfies all of the following conditions:
Corporate Existence of Guarantor. The Guarantor covenants that so long as it has any outstanding obligations under this Guaranty, it will maintain its corporate existence, will not dissolve, sell or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation or permit one or more other corporations to consolidate with or merge into it; provided that the Guarantor may, without violating the covenants in this Section 32.2.8 contained, consolidate with or merge into another corporation or permit one or more other corporations to consolidate with or merge into it, or sell or otherwise transfer to another corporation all or substantially all of its assets as an entirety and thereafter dissolve, unless the surviving resulting or transferee corporation, as the case may be, assumes all of the obligations of the Guarantor hereunder.
Corporate Existence of Guarantor. Guarantor covenants that so long as it has any outstanding obligations under this Guaranty Agreement, it will maintain its existence, will not dissolve, sell or otherwise dispose of all or substantially all of its assets and will not amalgamate or consolidate with or merge into another Person or permit one or more other Persons to amalgamate or consolidate with or merge into it without the prior written consent of Beneficiary which shall not be withheld (a) in the case of a surviving person (after such amalgamation, consolidation or merger) which is of at least the same Credit Rating for unsubordinated long-term debt as Guarantor prior thereto, or (b) if no Credit Rating is available, in the reasonable opinion of Beneficiary, Beneficiary’s interests are not materially and adversely affected thereby.
