Common use of Guarantors May Consolidate, etc., on Certain Terms Clause in Contracts

Guarantors May Consolidate, etc., on Certain Terms. (i) No Guarantor shall merge or consolidate with any other corporation or sell or convey all or substantially all of its assets to any person, firm or corporation, unless (A) either such Guarantor shall be the continuing corporation, or the successor corporation (if other than such Guarantor) shall expressly assume the guarantee of the due and punctual payment, when due, of the Guaranteed Obligations, and the due and punctual performance and observance of all of the covenants and conditions of this Guarantee Agreement to be performed by such Guarantor by the execution of the Assumption Agreement substantially in the form of Annex 1 hereto, executed and delivered to the Trustee by such corporation, and (B) such Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition. (ii) In the case of any such consolidation, merger, sale or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for such Guarantor, with the same effect as if it had been named herein as a Guarantor. (iii) The Trustee shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, complies with the provisions of this Guarantee Agreement.

Guarantors May Consolidate, etc., on Certain Terms. (ia) No Guarantor shall merge or consolidate with any other corporation or sell or convey otherwise dispose of all or substantially all of its properties or assets to any personto, firm or corporationconsolidate with or merge with or into (whether or not such Guarantor is the surviving Person), unless another Person (Aother than the Company or another Guarantor), unless, (i) either (1) the Person acquiring the properties or assets in any such Guarantor shall be the continuing corporation, sale or other disposition or the successor corporation Person formed by or surviving any such consolidation or merger (if other than such Guarantor) shall expressly assume unconditionally assumes all the guarantee obligations of the due and punctual paymentsuch Guarantor, when duepursuant to a supplemental indenture, of the Guaranteed Obligations, and the due and punctual performance and observance of all of the covenants and conditions of this Guarantee Agreement to be performed by such Guarantor by the execution of the Assumption Agreement substantially in the form of Annex 1 heretoExhibit B, under the Notes, this Supplemental Indenture and the Base Indenture (as it relates to the Notes) and its Subsidiary Guarantee on terms set forth therein, or (2) if the Person acquiring the properties or assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger is not (either before or after giving effect to such transaction) a Guarantor, such transaction complies with the provisions of Section 4.10, and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. (b) In the case of any such consolidation or merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee by such corporation, and (B) such Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default substantially in the form of Exhibit B, of the Subsidiary Guarantee and the due and punctual performance of any such covenant or condition. all of the covenants of this Supplemental Indenture and the Base Indenture (iias it relates to the Notes) In the case of any such consolidation, merger, sale or conveyance and upon any such assumption to be performed by the successor corporationGuarantor, such successor corporation Person shall succeed to and be substituted for such Guarantor, the Guarantor with the same effect as if it had been named herein as a Guarantor. (iii) The Trustee shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, complies with the provisions of this Guarantee Agreement.

Guarantors May Consolidate, etc., on Certain Terms. (ia) No Guarantor shall merge or consolidate with any other corporation or sell or convey otherwise dispose of all or substantially all of its properties or assets to any personto, firm or corporationconsolidate with or merge with or into (whether or not such Guarantor is the surviving Person), unless another Person (Aother than the Company or another Guarantor), unless, (i) either (1) the Person acquiring the properties or assets in any such Guarantor shall be the continuing corporation, sale or other disposition or the successor corporation Person formed by or surviving any such consolidation or merger (if other than such Guarantor) shall expressly assume unconditionally assumes all the guarantee obligations of the due and punctual paymentsuch Guarantor, when duepursuant to a supplemental indenture, of the Guaranteed Obligations, and the due and punctual performance and observance of all of the covenants and conditions of this Guarantee Agreement to be performed by such Guarantor by the execution of the Assumption Agreement substantially in the form of Annex 1 Exhibit B hereto, under the Notes, the Indenture and its Subsidiary Guarantee on terms set forth therein, or (2) the Net Proceeds of such sale or other disposition are applied in accordance with the provisions of Section 4.10 hereof, and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. (b) In the case of any such consolidation or merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee by such corporation, and (B) such Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default substantially in the form of Exhibit B hereto, of the Subsidiary Guarantee and the due and punctual performance of any such covenant or condition. (ii) In all of the case covenants of any such consolidation, merger, sale or conveyance and upon any such assumption the Indenture to be performed by the successor corporationGuarantor, such successor corporation Person shall succeed to and be substituted for such Guarantor, the Guarantor with the same effect as if it had been named herein as a Guarantor. (iii) The Trustee shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, complies with the provisions of this Guarantee Agreement.

Guarantors May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 11.03, each Guarantor (iother than a Guarantor whose Note Guarantee has been released or is entitled to be released, in each case in accordance with the terms of the Note Guarantee and this Indenture) No Guarantor shall not consolidate with, merge with or consolidate with any other corporation into, or sell sell, lease or convey transfer in one transaction or a series of related transactions all or substantially all of the consolidated assets of such Guarantor and its assets Subsidiaries, taken as a whole, to any personPerson, firm or corporationunless: (a) the Successor Company, unless (A) either if not such Guarantor shall be Guarantor, is organized and existing under the continuing corporationlaws of the United States of America, any State thereof or the successor corporation District of Columbia and, in each case, such Successor Company (if other than not such Guarantor) shall expressly assume the guarantee of the due and punctual paymentassume, when due, of the Guaranteed Obligations, and the due and punctual performance and observance of all of the covenants and conditions of this Guarantee Agreement to be performed by such Guarantor by the execution of the Assumption Agreement substantially in the form of Annex 1 heretosupplemental indenture, executed and delivered to the Trustee by such corporationTrustee, and (B) in form satisfactory to the Trustee, all of the obligations of such Guarantor or such successor corporationunder the Notes, as the case may be, shall not, applicable Note Guarantee and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing. Notwithstanding any provision of this Indenture to the contrary, this Section 11.02 shall not apply to any merger or consolidationconsolidation of a Guarantor with or into, or such sale or conveyanceany sale, be in default in the performance of any such covenant or condition. (ii) In the case of any such consolidation, merger, sale lease or conveyance and of assets by a Guarantor to, the Company or any other Guarantor or to any Guarantor upon any termination of the Note Guarantee of such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for such Guarantor, Guarantor in accordance with the same effect as if it had been named herein as a Guarantorthis Indenture. (iii) The Trustee shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, complies with the provisions of this Guarantee Agreement.

Guarantors May Consolidate, etc., on Certain Terms. (i) No Guarantor shall merge or consolidate with any other corporation or sell or convey all or substantially all of its assets to any person, firm or corporation, unless (Ai) either such Guarantor shall be the continuing corporation, or the successor corporation (if other than such Guarantor) shall expressly assume the guarantee of the due and punctual payment, when due, of the Guaranteed Obligations, and the due and punctual performance and observance of all of the covenants and conditions of this Guarantee Agreement to be performed by such Guarantor by the execution of the Assumption Agreement substantially in the form of Annex 1 hereto, executed and delivered to the Trustee by such corporation, and (Bii) such Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition. (ii) In the case of any such consolidation, merger, sale or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for such Guarantor, with the same effect as if it had been named herein as a Guarantor. (iii) The Trustee shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, complies with the provisions of this Guarantee Agreement.

Guarantors May Consolidate, etc., on Certain Terms. (ia) No Guarantor shall merge or consolidate with any other corporation or sell or convey otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to any personto, firm or corporationconsolidate with or merge with or into (whether or not such Guarantor is the surviving Person), unless another Person (Aother than the Company or another Guarantor), unless, (i) either (1) the Person acquiring the properties or assets in any such Guarantor shall be the continuing corporation, sale or other disposition or the successor corporation Person formed by or surviving any such consolidation or merger (if other than the Company or such Guarantor) shall expressly assume unconditionally assumes, pursuant to a supplemental indenture substantially in the guarantee form of Annex A hereto, all the due obligations of such Guarantor under the Notes, this Indenture and punctual paymentits Subsidiary Guarantee on terms set forth therein, when dueor (2) such transaction or series of related transactions complies with the provisions of Section 4.10, and (ii) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists. (b) In the case of any such consolidation or merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and substantially in the form of Annex A hereto, of the Guaranteed ObligationsSubsidiary Guarantee of, and the due and punctual performance and observance of all of the covenants and conditions of this Guarantee Agreement Indenture to be performed by such Guarantor by by, the execution of the Assumption Agreement substantially in the form of Annex 1 hereto, executed and delivered to the Trustee by such corporation, and (B) such Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition. (ii) In the case of any such consolidation, merger, sale or conveyance and upon any such assumption by the successor corporationapplicable Guarantor, such successor corporation Person shall succeed to and be substituted for such Guarantor, Guarantor with the same effect as if it had been named herein as a Guarantor. (iii) The Trustee shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, complies with the provisions of this Guarantee Agreement.

Guarantors May Consolidate, etc., on Certain Terms. (ia) No A Guarantor shall will not, in a single transaction or through a series of related transactions, consolidate or merge with or consolidate with into any other corporation Person, or, directly or sell indirectly, sell, convey, transfer, lease or convey otherwise dispose of all or substantially all of its assets to any personanother Person or group of affiliated Persons, firm other than the Company or corporationanother Guarantor, unless immediately after giving effect to such transaction, no Default or Event of Default under this Indenture has occurred and is continuing, and either (Ai) either such Guarantor shall be the continuing corporation, or the successor corporation Successor Entity (if other than such the Guarantor) shall expressly assume is a corporation or other legal entity organized and existing under the guarantee laws of the due United States of America, any State of the United States of America or the District of Columbia and punctual paymentsuch Successor Entity (if not the Guarantor) expressly assumes by supplemental indenture all obligations of the Guarantor under its Subsidiary Guarantee and this Indenture, when dueor (ii) the Subsidiary Guarantee of such Guarantor is released as described in Section 15.03. (b) In the case of any such consolidation or merger and upon the assumption by the Successor Entity, by supplemental indenture, executed and delivered to the Trustee and substantially in the form of Annex A hereto, of the Guaranteed ObligationsSubsidiary Guarantee of, and the due and punctual performance and observance of all of the covenants and conditions of this Guarantee Agreement Indenture to be performed by such Guarantor by by, the execution of the Assumption Agreement substantially in the form of Annex 1 hereto, executed and delivered to the Trustee by such corporation, and (B) such Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition. (ii) In the case of any such consolidation, merger, sale or conveyance and upon any such assumption by the successor corporationapplicable Guarantor, such successor corporation Successor Entity shall succeed to and be substituted for such Guarantor, Guarantor with the same effect as if it had been named herein as a Guarantor. (iii) The Trustee shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, complies with the provisions of this Guarantee Agreement.

Guarantors May Consolidate, etc., on Certain Terms. (i) No A Guarantor shall merge or consolidate with any other corporation or may not sell or convey otherwise dispose of, in one or a series of related transactions, all or substantially all of its properties or assets to any personto, firm or corporation, unless consolidate with or merge with or into (A) either whether or not such Guarantor shall be is the continuing corporationsurviving Person) another Person, other than the Issuer or another Guarantor, unless: (a) immediately after giving effect to such transaction or series of transactions, no Default or Event of Default exists; and (b) either: (1) the Person acquiring the properties or assets in any such sale or other disposition or the successor corporation Person formed by or surviving any such consolidation or merger (if other than such the Guarantor) shall expressly assume unconditionally assumes all the guarantee obligations of the due that Guarantor under its Note Guarantee and punctual payment, when due, of the Guaranteed Obligations, and the due and punctual performance and observance of all of the covenants and conditions of this Guarantee Agreement Indenture pursuant to be performed by such Guarantor by the execution of the Assumption Agreement substantially a supplemental indenture or other agreement in the form of Annex 1 hereto, executed and delivered reasonably satisfactory to the Trustee by such corporation, and Trustee; or (B2) such Guarantor transaction or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance series of any such covenant or condition. (ii) transactions does not violate Section 4.10 hereof. In the case of any such consolidation, merger, sale or conveyance other disposition and upon any such the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee of the Guarantor and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor corporation shall Person will succeed to and be substituted for such Guarantor, the Guarantor with the same effect as if it had been named herein as a Guarantor. (iii) The Trustee shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, complies with the provisions of this Guarantee Agreement.

Guarantors May Consolidate, etc., on Certain Terms. (i) No Guarantor shall merge or consolidate with any other corporation or sell or convey all or substantially all of its assets to any person, firm or corporation, unless (A) either such Guarantor shall be the continuing corporation, or the successor corporation (if other than such Guarantor) shall expressly assume the guarantee of the due and punctual payment, when due, of the Guaranteed Obligations, and the due and punctual performance and observance of all of the covenants and conditions of this Guarantee Agreement to be performed by such Guarantor by the execution of the Assumption Agreement substantially in the form of Annex 1 hereto, executed and delivered to the Trustee by such corporation, and (B) such Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyance, be in default in the performance of any such covenant or condition. (ii) In the case of any such consolidation, merger, sale or conveyance and upon any such assumption by the successor corporation, such successor corporation shall succeed to and be substituted for such Guarantor, with the same effect as if it had been named herein as a Guarantor. (iii) The Trustee shall receive an Opinion of Counsel and Officers’ Certificate as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, complies with the provisions of this Guarantee Agreement.

Guarantors May Consolidate, etc., on Certain Terms. (ia) No A Guarantor shall merge or consolidate with any other corporation or may not sell or convey otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into, another Person, other than the Company or another Guarantor, unless: (i) immediately after giving effect to any personthat transaction, firm no Default or corporation, unless Event of Default exists; and (ii) either: (A) either the Person acquiring the property in any such Guarantor shall be the continuing corporation, sale or disposition or the successor corporation (if other than Person formed by or surviving any such Guarantor) shall expressly assume consolidation or merger assumes all the guarantee obligations of the due that Guarantor under this Indenture and punctual payment, when due, of the Guaranteed Obligations, and the due and punctual performance and observance of all of the covenants and conditions of this its Note Guarantee Agreement pursuant to be performed by such Guarantor by the execution of the Assumption Agreement substantially in the form of Annex 1 hereto, executed and delivered a supplemental indenture satisfactory to the Trustee by such corporation, and Trustee; or (B) such Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale or conveyanceother disposition complies with Section 4.10 hereof, be in default in including the performance application of any such covenant or conditionthe Net Proceeds therefrom. (iib) In the case of any such consolidation, merger, sale or conveyance and governed by Section 10.04(a)(ii)(A), upon any such the assumption by the successor corporationPerson, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by a Guarantor, such successor corporation Person shall succeed to and be substituted for such Guarantor, a Guarantor with the same effect as if it had been named herein as a Guarantor. (iii) The Trustee shall receive an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale or conveyance, and any such assumption, complies with the provisions of this Guarantee Agreement.