Common use of Guarantor May Consolidate, Etc., Only on Certain Terms Clause in Contracts

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not consolidate with or merge into any other Person (in a transaction in which the Guarantor is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (a) in case the Guarantor shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor substantially as an entirety shall be a corporation, limited liability company, partnership, trust or other business entity organized and existing under the laws of the United States of America or any State or the District of Columbia, and shall expressly assume the Guarantor’s obligations under this Guarantee; (b) immediately after giving effect thereto, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; (c) such consolidation, merger, conveyance, transfer or lease is permitted under the Trust Agreement and the Indenture and does not give rise to any breach or violation of the Trust Agreement or the Indenture; and (d) the Guarantor has delivered to the Guarantee Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and assumption of the Guarantor’s obligations under this Guarantee Agreement comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Guarantee Trustee, subject to Section 3.1 hereof, may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 7.1.

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not consolidate or amalgamate with or merge into any other Person (in a transaction in which whether or not affiliated with the Guarantor is not the surviving corporation) Guarantor), or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Personother Person (whether or not affiliated with the Guarantor), and the Guarantor shall not permit any other Person (whether or not affiliated with the Guarantor) to consolidate or amalgamate with or merge into the Guarantor or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Guarantor; unless: (a1) in case the Guarantor shall consolidate or amalgamate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, the Person formed by such consolidation or amalgamation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor as an entirety or substantially as an entirety shall be a corporation, limited liability company, partnership, trust or other business entity Corporation organized and existing under the laws of the United States of America or America, any State state thereof or the District of Columbia, Bermuda, or any other country which is on the date of this Indenture a member of the Organization for Economic Cooperation and Development, and shall expressly assume assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the Guarantor’s obligations under successor Person and the Company and delivered to the Trustee the due and punctual payment of the principal of, any premium and interest on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this GuaranteeIndenture and the Outstanding Securities on the part of the Guarantor to be performed or observed and shall provide for conversion or exchange rights in accordance with the provisions of the Securities of any series that are convertible or exchangeable into Common Stock or other securities; (b2) immediately after giving effect theretoto such transaction and treating any indebtedness which becomes an obligation of the Guarantor or a Subsidiary as a result of such transaction as having been incurred by the Guarantor or such Subsidiary at the time of such transaction, no Event of Default, and no Default or event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened occurred and be continuing; (c) such consolidation, merger, conveyance, transfer or lease is permitted under the Trust Agreement and the Indenture and does not give rise to any breach or violation of the Trust Agreement or the Indenture; and (d3) either the Guarantor has or the successor Person shall have delivered to the Guarantee Trustee an Officers’ a Guarantor’s Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture are authorized and assumption of the Guarantor’s obligations under this Guarantee Agreement comply with this Article Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Guarantee Trustee, subject to Section 3.1 hereof, may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 7.1.

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not consolidate or amalgamate with or merge into any other Person (in a transaction in which whether or not affiliated with the Guarantor is not the surviving corporation) Guarantor), or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Personother Person (whether or not affiliated with the Guarantor), and the Guarantor shall not permit any other Person (whether or not affiliated with the Guarantor) to consolidate or amalgamate with or merge into the Guarantor or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Guarantor; unless: (a1) in case the Guarantor shall consolidate or amalgamate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, the Person formed by such consolidation or amalgamation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor as an entirety or substantially as an entirety shall be a corporation, limited liability company, partnership, trust or other business entity Corporation organized and existing under the laws of the United States of America or America, any State state thereof or the District of Columbia, Bermuda or any member of the Organization for Economic Co-Operation and Development, and shall expressly assume assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the Guarantor’s obligations under successor Person and the Company and delivered to the Trustee the performance of every obligation in this GuaranteeIndenture and the Outstanding Securities on the part of the Guarantor to be performed or observed; (b2) immediately after giving effect theretoto such transaction and treating any indebtedness which becomes an obligation of the Guarantor or a Subsidiary as a result of such transaction as having been incurred by the Guarantor or such Subsidiary at the time of such transaction, no Event of Default, and no Default or event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened occurred and be continuing; (c) such consolidation, merger, conveyance, transfer or lease is permitted under the Trust Agreement and the Indenture and does not give rise to any breach or violation of the Trust Agreement or the Indenture; and (d3) either the Guarantor has or the successor Person shall have delivered to the Guarantee Trustee an Officers’ a Guarantor’s Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and assumption of the Guarantor’s obligations under this Guarantee Agreement and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Guarantee Trustee, subject to Section 3.1 hereof, may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 7.1.

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not consolidate or amalgamate with or merge into any other Person (in a transaction in which whether or not affiliated with the Guarantor is not the surviving corporation) Guarantor), or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Personother Person (whether or not affiliated with the Guarantor), and the Guarantor shall not permit any other Person (whether or not affiliated with the Guarantor) to consolidate or amalgamate with or merge into the Guarantor or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Guarantor; unless: (a) in case the Guarantor shall consolidate or amalgamate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, the Person formed by such consolidation or amalgamation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor as an entirety or substantially as an entirety shall be a corporation, limited liability company, partnership, trust or other business entity Corporation organized and existing under the laws of the United States of America or America, any State state thereof or the District of Columbia, Bermuda, or any other country which is on the date of this Indenture a member of the Organization of Economic Cooperation and Development, and shall expressly assume assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the Guarantor’s obligations under successor Person and the Company and delivered to the Trustee the due and punctual payment of the principal of, any premium and interest (including any Additional Interest) on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this GuaranteeIndenture and the Outstanding Securities on the part of the Guarantor to be performed or observed and shall provide for conversion or exchange rights in accordance with the provisions of the Securities of any series that are convertible or exchangeable into Common Stock or other securities; (b) immediately after giving effect theretoto such transaction and treating any indebtedness which becomes an obligation of the Guarantor or a Subsidiary as a result of such transaction as having been incurred by the Guarantor or such Subsidiary at the time of such transaction, no Event of DefaultDefault with respect to the Guarantor, and no or event which, after notice or lapse of time, or both, would become an Event of DefaultDefault with respect to the Guarantor, shall have happened occurred and be continuing; (c) such consolidation, merger, conveyance, transfer or lease is permitted under either the Trust Agreement and the Indenture and does not give rise to any breach or violation of the Trust Agreement Guarantor or the Indenture; and (d) the Guarantor has successor Person shall have delivered to the Guarantee Trustee an Officers’ a Guarantor’s Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and assumption of the Guarantor’s obligations under this Guarantee Agreement and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Guarantee Trustee, subject to Section 3.1 hereof, may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 7.1.

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not consolidate or amalgamate with or merge into any other Person (in a transaction in which whether or not affiliated with the Guarantor is not the surviving corporation) Guarantor), or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Personother Person (whether or not affiliated with the Guarantor), and the Guarantor shall not permit any other Person (whether or not affiliated with the Guarantor) to consolidate or amalgamate with or merge into the Guarantor or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to the Guarantor; unless: (a) in case the Guarantor shall consolidate or amalgamate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, the Person formed by such consolidation or amalgamation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor as an entirety or substantially as an entirety shall be a corporation, limited liability company, partnership, trust or other business entity Corporation organized and existing under the laws of the United States of America or America, any State state thereof or the District of Columbia, Bermuda, or any other country which is on the date of this Indenture a member of the Organization of Economic Cooperation and Development, and shall expressly assume assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the Guarantor’s obligations under successor Person and the Company and delivered to the Trustee the due and punctual payment of the principal of, any premium and interest (including any Additional Interest) on and any Additional Amounts with respect to all the Securities and the performance of every obligation in this GuaranteeIndenture and the Outstanding Securities on the part of the Guarantor to be performed or observed and shall provide for conversion or exchange rights in accordance with the provisions of the Securities of any series that are convertible or exchangeable into Common Stock or other securities; (b) immediately after giving effect theretoto such transaction and treating any indebtedness which becomes an obligation of the Guarantor or a Subsidiary as a result of such transaction as having been incurred by the Guarantor or such Subsidiary at the time of such transaction, no Event of DefaultDefault with respect to the Guarantor, and no or event which, after notice or lapse of time, or both, would become an Event of DefaultDefault with respect to the Guarantor, shall have happened occurred and be continuing; (c) such consolidation, merger, conveyance, transfer or lease is permitted under either the Trust Agreement and the Indenture and does not give rise to any breach or violation of the Trust Agreement Guarantor or the Indenture; and (d) the Guarantor has successor Person shall have delivered to the Guarantee Trustee an Officers’ a Guarantor’s Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and assumption of the Guarantor’s obligations under this Guarantee Agreement comply and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture complies with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Guarantee Trustee, subject to Section 3.1 hereof, may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 7.1.

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not consolidate with or merge into any other Person (in a transaction in which the Guarantor is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless: (a1) in case the Guarantor shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Guarantor is merged or the Person which acquires acquired by conveyance conveyance, transfer or transfer, or which leases, lease the properties and assets of the Guarantor substantially as an entirety shall be a corporation, limited liability company, partnership, trust or other business legal entity organized and existing under the laws of the United States of America any domestic or any State or the District of Columbiaforeign jurisdiction, and shall expressly assume assume, by an indenture supplemental hereto, executed and delivered to the Guarantor’s obligations under this GuaranteeTrustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest, if any, on all the Equipment Notes and the performance of every covenant of the Indenture and the Guarantee set forth herein on the part of the Guarantor to be performed or observed; (b2) immediately after giving effect theretoto such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; (c) such consolidation, merger, conveyance, transfer or lease is permitted under the Trust Agreement and the Indenture and does not give rise to any breach or violation of the Trust Agreement or the Indenture; and (d3) the Guarantor has delivered to the Guarantee Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger, conveyance, transfer or lease and assumption of the Guarantor’s obligations under this Guarantee Agreement such supplemental indenture, if any, comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; with and that such supplemental indenture constitutes the Guarantee Trusteelegal, valid and binding obligation of the Guarantor subject to Section 3.1 hereof, may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 7.1customary exceptions.

Guarantor May Consolidate, Etc., Only on Certain Terms. The A Guarantor shall not not, in a single transaction or a series of related transactions, (a) consolidate with or merge into any other Person person or persons (other than, with respect to a Guarantor that is a Subsidiary, the Issuer or another Guarantor that is a Subsidiary) or permit any other person (other than, with respect to a Guarantor that is a Subsidiary, another Guarantor that is a Subsidiary) to consolidate with or merge into such Guarantor or (b) except to another Guarantor or the Issuer, directly or indirectly, transfer, sell, lease, convey or otherwise dispose of all or substantially all its assets to any other person or persons (other than with respect to (x) any transfer of Securitization Assets to a Securitization Subsidiary in connection with a Qualified Securitization Facility permitted under Section 9.07(b)(xxviii), (y) any transfer of Receivables to a Receivables Subsidiary in connection with a Qualified Receivables Facility permitted under Section 9.07(b)(xxvii), or (z) any transfer of Digital Products to a Digital Products Subsidiary in connection with a Qualified Digital Products Facility permitted under Section 9.07(b)(xxix)), unless: (i) immediately before and after giving effect to such transaction and treating any Indebtedness which becomes an obligation of such Guarantor as a result of such transaction as having been Incurred by such Guarantor at the time of the transaction, no Default or Event of Default shall have occurred and be continuing; (ii) in a transaction in which the such Guarantor is not the surviving corporation) person or conveyin which such Guarantor transfers, transfer sells, leases, conveys or lease otherwise disposes of all or substantially all of its properties and assets substantially as an entirety to any Person, unless: (a) in case the Guarantor shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Personother person, the Person formed by such consolidation resulting surviving or into which the Guarantor transferee person is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor substantially as an entirety shall be a corporation, limited liability company, partnership, trust or other business entity organized and existing under the laws of the United States of America or any State thereof or the District of ColumbiaColumbia and shall expressly assume, by a supplemental indenture executed and delivered to the Trustee in form satisfactory to the Trustee, all of such Guarantor’s obligations under this Indenture and its Note Guarantee and shall expressly assume the Guarantor’s performance of the covenants and obligations under this Guarantee; (b) immediately after giving effect thereto, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have happened and be continuing; (c) such consolidation, merger, conveyance, transfer or lease is permitted Guarantor under the Trust Agreement Security Documents relating to the Notes and shall cause such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to cause any property or assets that constitute Collateral to be subject to a Lien securing the Indenture and does not give rise Notes, together with such financing statements or comparable documents as may be required to perfect any breach security interests in such Collateral which may be perfected by the filing of a financing statement or violation a similar document under the Uniform Commercial Code or other similar statute or regulation of the Trust Agreement relevant states or the Indenturejurisdictions; and (diii) the Guarantor Issuer has delivered to the Guarantee Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel, each in form and substance reasonably satisfactory to the Trustee, stating that such consolidation, merger, conveyancetransfer, transfer sale, lease, conveyance or lease and assumption of the Guarantor’s obligations under this Guarantee Agreement comply other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with this Article 7 and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Guarantee Trustee, subject to Section 3.1 hereof, may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 7.1.

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not consolidate with or merge into any other Person (in a transaction in which the Guarantor is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, and no Person shall consolidate with or merge into the Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to the Guarantor, unless: (a) in case if the Guarantor shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person entity formed by such consolidation or into which the Guarantor is merged or the Person which that acquires by conveyance or transfer, or which that leases, the properties and assets of the Guarantor substantially as an entirety shall be a corporation, limited liability company, partnership, trust or other business an entity organized and existing under the laws of the United States of America or any State state thereof or the District of Columbia, Columbia and shall expressly assume assume, by an indenture supplemental hereto, executed and delivered to the Guarantor’s obligations under Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of (and premium, if any), and interest (including any Additional Interest) on all the Securities of every series and the performance of every covenant of this GuaranteeIndenture on the part of the Guarantor to be performed or observed; (b) immediately after giving effect theretoto such transaction, no Event of Default, and no event whichthat, after notice or lapse of time, or both, would become constitute an Event of Default, shall have happened occurred and be continuing; (c) such consolidation, merger, conveyance, transfer or lease is permitted under the Trust Agreement and the Indenture and does not give rise to any breach or violation of the Trust Agreement or the Indenture; and (dc) the Guarantor has delivered to the Guarantee Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and assumption of the Guarantor’s obligations under this Guarantee Agreement any such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied withwith and, in the case of a transaction subject to this Section 8.3, an Officer’s Certificate or Opinion of Counsel to the effect that the surviving, resulting or successor entity is legally bound by the Indenture and the Securities; and the Guarantee Trustee, subject to Section 3.1 hereof6.1, may rely upon such Officers’ Certificate Certificates and Opinion Opinions of Counsel as conclusive evidence that such transaction complies with this Section 7.18.3.

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not consolidate with or merge into any other Person (in a transaction in which the Guarantor is not the surviving corporation) or convey, lease or transfer all or lease substantially all of its properties and assets substantially as an entirety to any Person, Person unless: (ai) in case either the Guarantor shall consolidate with be the continuing entity or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person entity (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance conveyance, lease or transfer, transfer all or which leases, substantially all of the properties and assets of the Guarantor substantially as an entirety shall be a corporation, limited liability company, partnership, trust or other business entity Person organized and existing under the laws of the United States of America or America, any State thereof or the District of Columbia, and shall expressly assume assume, by an indenture supplemental hereto, executed and delivered to the Guarantor’s obligations under Trustee, in form reasonably satisfactory to the Trustee, the due and punctual payment of the principal of and premium, if any, and interest, on all the Notes and the performance of every covenant of this GuaranteeIndenture on the part of the Guarantor to be performed or observed; (bii) immediately after giving effect theretoto such transaction, no Default or Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, Default with respect to the Notes shall have happened and be continuing; (c) such consolidation, merger, conveyance, transfer or lease is permitted under the Trust Agreement and the Indenture and does not give rise to any breach or violation of the Trust Agreement or the Indenture; and (diii) the Guarantor has delivered to the Guarantee Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger, conveyance, lease or transfer or lease and assumption of the Guarantor’s obligations under this Guarantee Agreement such supplemental indenture comply with this Article V and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Guarantee Trustee, subject to Section 3.1 hereof, may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 7.1.

Guarantor May Consolidate, Etc., Only on Certain Terms. (a) The Guarantor shall not merge into or consolidate with or merge into any other Person (in a transaction in which the Guarantor is not the surviving corporation) or conveyPersons or sell, transfer lease, transfer, convey or lease otherwise dispose of its properties and assets substantially as an entirety to any Personother Person or Persons, unless: (ai) in case the Guarantor shall consolidate with or merge into another successor Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor substantially as an entirety shall be a corporation, limited liability company, partnership, trust or other business entity corporation organized and existing under the laws of the United States of America or States, any State state thereof or the District of Columbia; (ii) the successor Person expressly assumes, by an indenture supplemental hereto, executed and shall expressly assume delivered to the Trustee, in form satisfactory to the Trustee, the Guarantor’s obligations under obligation for the due and punctual payment of the principal of (and premium, if any) and Interest on the Notes and the performance and observance of every covenant of the Notes and this GuaranteeIndenture on the part of the Guarantor to be performed or observed; (biii) immediately after giving effect theretoto such transaction, no Event of Default, and no event which, after notice or the lapse of time, or both, would become an Event of Default, shall have happened occurred and be continuing; (c) such consolidation, merger, conveyance, transfer or lease is permitted under the Trust Agreement and the Indenture and does not give rise to any breach or violation of the Trust Agreement or the Indenture; and (div) the Guarantor has delivered to the Guarantee Trustee an Officers’ a Guarantor Officer’s Certificate and an Opinion of Counsel, each Counsel stating that such consolidation, merger, sale, conveyance, transfer transfer, lease or lease and assumption of the Guarantor’s obligations under this Guarantee Agreement other disposition and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and . (b) The restrictions in Sections 10.03(a) hereof shall not be applicable to the Guarantee Trusteemerger, subject to Section 3.1 hereofamalgamation, may rely upon such Officers’ Certificate and Opinion arrangement or consolidation of Counsel as conclusive evidence the Guarantor with a Subsidiary of the General Partner if the Guarantor’s Board of Directors determines in good faith that the purpose of such transaction complies with this Section 7.1is principally to change the state of incorporation of the Guarantor or convert the form of organization of the Guarantor to another form.

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not consolidate with or merge into any other Person (in a transaction in which the Guarantor is not the surviving corporation) corporation or convey, transfer or lease its properties and assets substantially as an entirety to any PersonPerson other than any such conveyance, transfer or lease to one or more of its Subsidiaries, unless: (a1) in case the Guarantor shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person corporation formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor substantially as an entirety shall be a corporation, limited liability company, partnership, trust or other business entity corporation organized and existing under the laws of the United States of America America, any political subdivision thereof or any State or the District of Columbia, thereof and shall expressly assume assume, by an indenture supplemental hereto, executed and delivered to the Guarantor’s obligations under Trustee, in form satisfactory to the Trustee, the guarantee of the due and punctual payment of the principal of (and premium, if any) and interest (including all additional amounts, if any, payable pursuant to Section 1004) on all the Debt Securities and any related coupons to the extent provided in this GuaranteeIndenture and the performance of every covenant of this Indenture on the part of the Guarantor to be performed or observed; (b2) immediately after giving effect theretoto such transaction, no Covenant Breach or Event of Default, and no event which, after notice or lapse of time, or both, would become an a Covenant Breach or Event of Default, shall have happened and be continuing; (c) such consolidation, merger, conveyance, transfer or lease is permitted under the Trust Agreement and the Indenture and does not give rise to any breach or violation of the Trust Agreement or the Indenture; and (d3) the Guarantor has delivered to the Guarantee Trustee an Officers’ Certificate and an Opinion of Counsel, Counsel each stating that such consolidation, merger, conveyance, transfer or lease and assumption of the Guarantor’s obligations under this Guarantee Agreement such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and met. For the Guarantee Trusteeavoidance of doubt, subject the corporation or Person, as applicable, referred to Section 3.1 hereof, may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with in this Section 7.1802 may be any Subsidiary of the Guarantor.

Guarantor May Consolidate, Etc., Only on Certain Terms. The Guarantor shall not consolidate with or merge into any other Person (in a transaction in which the Guarantor is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any PersonPerson (other than a direct or indirect wholly-owned subsidiary of the Guarantor), and the Guarantor shall not permit any Person (other than a direct or indirect wholly-owned subsidiary of the Guarantor) to consolidate with or merge into the Guarantor or convey, transfer or lease its properties and assets substantially as an entirety to the Guarantor, unless: (a1) the Guarantor is the surviving entity or, in case the Guarantor shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor substantially as an entirety shall be a corporation, limited liability companypartnership or trust, partnership, trust or other business entity organized and validly existing under the laws of the United States of America or America, any State thereof or the District of Columbia, Columbia and shall expressly assume the Guarantor’s obligations of the Guarantor under the Guaranty and the performance or observance of every covenant of this GuaranteeIndenture on the part of the Guarantor to be performed or observed; (b2) immediately after giving effect theretoto such transaction, no Event of Default, and no event which, after notice or lapse of time, time or both, would become an Event of Default, shall have happened and be continuing; (c) such consolidation, merger, conveyance, transfer or lease is permitted under the Trust Agreement and the Indenture and does not give rise to any breach or violation of the Trust Agreement or the Indenture; and (d3) either the Guarantor or the successor Person, in either case, has delivered to the Guarantee Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and assumption of the Guarantor’s obligations under this Guarantee Agreement and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Guarantee Trustee, subject to Section 3.1 hereof, may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 7.1.

Guarantor May Consolidate, Etc., Only on Certain Terms. The A Guarantor shall not consolidate with or merge into any other Person (in a transaction in which the Guarantor is whether or not the surviving corporation) affiliated with such Guarantor), or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Personother Person (whether or not affiliated with such Guarantor), and a Guarantor shall not permit any other Person (whether or not affiliated with such Guarantor) to consolidate with or merge into such Guarantor or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to such Guarantor; unless: (a1) in case the Guarantor shall consolidate with or merge into another Person or convey, transfer or lease its properties and assets as an entirety or substantially as an entirety to any Person, the Person formed by such consolidation or into which the such Guarantor is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Guarantor as an entirety or substantially as an entirety shall be a corporation, limited liability company, partnership, trust or other business entity Corporation organized and existing under the laws of the United States of America or America, any State state thereof or the District of Columbia, Columbia and shall expressly assume assume, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, executed by the Guarantor’s Company and the successor Person and delivered to the Trustee, in form satisfactory to the Trustee, all the obligations of such Guarantor under its Guarantee and the performance of every other covenant of this GuaranteeIndenture on the part of such Guarantor to be performed or observed; (b2) immediately after giving effect theretoto such transaction, no Event of Default, Default and no event which, after notice or lapse of time, time or both, would become an Event of Default, shall have happened occurred and be continuing; (c) such consolidation, merger, conveyance, transfer or lease is permitted under the Trust Agreement and the Indenture and does not give rise to any breach or violation of the Trust Agreement or the Indenture; and (d3) each of the Guarantor and the successor Person has delivered to the Guarantee Trustee an a Guarantor’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and assumption of the Guarantor’s obligations under this Guarantee Agreement required supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with; and the Guarantee Trustee, subject to Section 3.1 hereof, may rely upon such Officers’ Certificate and Opinion of Counsel as conclusive evidence that such transaction complies with this Section 7.1.