Common use of Corporate Existence of Guarantor Clause in Contracts

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: (A) Assumes, if such corporation, limited partnership or limited liability company is not Guarantor, all of the obligations of Guarantor hereunder. (B) In the case of a surviving entity (after such consolidation or merger) the aggregate fair market value of the assets to be held by such entity immediately following the consolidation or merger are reasonably expected by the Guarantor to be substantially the same or greater than the aggregate fair market value of the assets held by the Guarantor immediately prior thereto.