Guarantors May Consolidate on Certain Terms. Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of a Guarantor with or into any other Person or Persons (whether or not affiliated with such Guarantor), or successive consolidations or mergers in which either a Guarantor will be the continuing entity or a Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or lease of all or substantially all of the property of a Guarantor, to any other Person (whether or not affiliated with such Guarantor); provided, however, that the following conditions are met:
Guarantors May Consolidate on Certain Terms. Nothing contained in this Indenture, any Senior Subsidiary Guarantee or in any of the Senior Notes shall prevent any consolidation or merger of any Guarantor with or into any other Person, or successive consolidations or mergers in which such Guarantor or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance, transfer or other disposition of the property of the Corporation or its successor or successors as an entirety, or substantially as an entirety, to any other Person authorized to acquire and operate the same; provided, however, -------- ------- that each Guarantor hereby covenants and agrees that (a) the Person formed by or surviving any such consolidation or merger (if other than a Guarantor or the Corporation) shall unconditionally assume all the obligations of such Guarantor, pursuant to a supplemental Indenture in form and substance reasonably satisfactory to the Trustee, under the Senior Notes, this Indenture, and the Senior Subsidiary Guarantee on the terms set forth herein or therein, and (b) immediately after giving effect to such transaction, no Default or Event of Default shall exist. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental Indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Senior Subsidiary Guarantee endorsed upon the Senior Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Guarantor, such successor Person shall succeed to and be substituted for the Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Senior Subsidiary Guarantees to be endorsed upon all of the Senior Notes issuable hereunder which theretofore shall not have been signed by the Corporation and delivered to the Trustee. All the Senior Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Senior Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Senior Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles Three and Ten hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or in any of the Senior Notes shall prevent...
