Common use of Issuance of Guarantees Clause in Contracts

Issuance of Guarantees. (a) The Initial Guarantors shall execute and deliver to the Collateral Trustee a Subsidiary Guarantee in the form attached hereto as Appendix B on the Initial Issue Date. Better-Gro Companies LLC shall execute and deliver to the Collateral Trustee a Subsidiary Guarantee at such time as Better-Gro Companies LLC becomes wholly-owned, directly or indirectly, by the Issuer or is required to do so in order to comply with Section 15.1(b), in either case accompanied by the Opinion of Counsel required by Section 15.1(b). The Additional Guarantors shall, within 30 days of the Initial Issue Date, execute and deliver to the Collateral Trustee a Subsidiary Guarantee together with (but only if the Collateral Trustee so requests in writing with respect to any such Additional Guarantor) an Opinion of Counsel (which may contain customary exceptions) that such Subsidiary Guarantee has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid and binding obligation of such Restricted Subsidiary enforceable against such Restricted Subsidiary in accordance with its terms. (b) The Issuer will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or otherwise Incur any Indebtedness (without regard to “Indebtedness” as defined in clause (x) of the second paragraph of the definition of the term “Indebtedness”) that, individually or in the aggregate with all other of its then outstanding Indebtedness (without regard to “Indebtedness” as defined in clause (x) of the second paragraph of the definition of the term “Indebtedness”), exceeds at any time $2.0 million, unless such Restricted Subsidiary is a Guarantor or within 30 days of such Incurrence, executes and delivers to the Collateral Trustee a Subsidiary Guarantee and an Opinion of Counsel (which may contain customary exceptions) that such Subsidiary Guarantee has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid and binding obligation of such Restricted Subsidiary enforceable against such Restricted Subsidiary in accordance with its terms. (c) The obligations of each Guarantor formed under the laws of the United States or any state thereof or the District of Columbia will be limited to the maximum amount that will result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. (d) The Issuer may also elect to cause any other Restricted Subsidiary to issue a Subsidiary Guarantee and become a Guarantor. (e) Except as set out in Section 15.2(a), a Guarantor may not sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets, in one or more related transactions, to, or consolidate or amalgamate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Issuer or another Guarantor, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guarantor) is organized or existing under the laws of (1) the United States, any state thereof or the District of Columbia, (2) Canada or any province or territory thereof or (3) the jurisdiction of organization of the Guarantor, and assumes all the Obligations of that Guarantor under this Indenture and its Subsidiary Guarantee by operation of law or pursuant to any agreement reasonably satisfactory to the Trustee; or (B) such sale or other disposition or consolidation, amalgamation or merger complies with Section 7.15.

Issuance of Guarantees. (a) The Guarantors providing a Guarantee on the Initial Guarantors Issue Date shall execute and deliver to the Collateral Trustee a Subsidiary the Guarantee in the form attached hereto as Appendix B on B. The obligations of each Guarantor will be limited in all cases to the Initial maximum amount that will result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or a fraudulent transfer under applicable law. (b) In respect of each Restricted Subsidiary that is required pursuant to Section 6.13 to provide a Guarantee after the Issue Date. Better-Gro Companies LLC shall , the Issuer shall: (i) cause such Restricted Subsidiary to (a) provide a Guarantee within 30 Business Days by executing and delivering to the Trustee a Guarantor Accession Agreement substantially in the form attached hereto as Schedule “A” to Appendix B and (b) execute and deliver appropriate joinders or accession agreements to the Collateral Trustee a Subsidiary Guarantee at such time as Better-Gro Companies LLC becomes wholly-owned, directly or indirectly, by the Issuer or is required to do so in order to comply with Section 15.1(b), in either case accompanied by the Opinion of Counsel required by Section 15.1(b). The Additional Guarantors shall, within 30 days of the Initial Issue Date, execute and applicable Security Documents; and (ii) deliver to the Collateral Trustee a Subsidiary Guarantee together with (but only if the Collateral Trustee so requests in writing with respect to any such Additional Guarantor) an Opinion of Counsel (which may contain customary exceptions) that such Subsidiary Guarantee has and Security Documents have been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid valid, binding and binding enforceable obligation of such Restricted Subsidiary enforceable against Subsidiary, and thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture until its Guarantee is released in accordance with its terms. (b) The Issuer will not permit any Section 13.2 or the other terms of its Restricted Subsidiaries, directly or indirectly, to guarantee or otherwise Incur any Indebtedness (without regard to “Indebtedness” as defined in clause (x) of the second paragraph of the definition of the term “Indebtedness”) that, individually or in the aggregate with all other of its then outstanding Indebtedness (without regard to “Indebtedness” as defined in clause (x) of the second paragraph of the definition of the term “Indebtedness”), exceeds at any time $2.0 million, unless such Restricted Subsidiary is a Guarantor or within 30 days of such Incurrence, executes and delivers to the Collateral Trustee a Subsidiary Guarantee and an Opinion of Counsel (which may contain customary exceptions) that such Subsidiary Guarantee has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid and binding obligation of such Restricted Subsidiary enforceable against such Restricted Subsidiary in accordance with its termsthis Indenture. (c) The obligations of each Guarantor formed under the laws of the United States or any state thereof or the District of Columbia will be limited to the maximum amount that will result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. (d) The Issuer may also elect to cause any other Restricted Subsidiary to issue a Subsidiary Guarantee and become a Guarantor. (ed) Except as set out in Section 15.2(a13.2(a), a Guarantor may not sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets, in one or more related transactions, to, or consolidate or amalgamate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Issuer or another Guarantor, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guarantor) is organized or existing under the laws of (1) the United States, any state thereof or the District of Columbia, (2) Canada or any province or territory thereof or (3) the jurisdiction of organization of the Guarantor, and assumes all the Obligations obligations of that Guarantor under this Indenture and its Subsidiary Guarantee by operation of law or pursuant to any agreement reasonably satisfactory to the Trustee; or (B) such sale or other disposition or consolidation, amalgamation or merger complies with Section 7.156.16.

Issuance of Guarantees. (a) The Guarantors providing a Guarantee on the Initial Guarantors Issue Date shall execute and deliver to the Collateral Trustee a Subsidiary the Guarantee in the form attached hereto as Appendix B on B. (b) If the Initial Issuer or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date. Better-Gro Companies LLC shall execute , or if the Issuer designates any of its Unrestricted Subsidiaries as a Restricted Subsidiary in accordance with Section 6.6, and that newly acquired, created or designated Restricted Subsidiary is a secured obligor (whether as primary debtor or as secured guarantor) with respect to, or later incurs or guarantees on a secured basis, Facility Indebtedness, then the Issuer shall: (i) cause such Restricted Subsidiary to provide a Guarantee within 20 Business Days by executing and delivering to the Trustee a Guarantor Accession Agreement substantially in the form attached hereto as Schedule “A” to Appendix B; and (ii) deliver to the Collateral Trustee a Subsidiary Guarantee at such time as Better-Gro Companies LLC becomes wholly-owned, directly or indirectly, by the Issuer or is required to do so in order to comply with Section 15.1(b), in either case accompanied by the Opinion of Counsel required by Section 15.1(b). The Additional Guarantors shall, within 30 days of the Initial Issue Date, execute and deliver to the Collateral Trustee a Subsidiary Guarantee together with (but only if the Collateral Trustee so requests in writing with respect to any such Additional Guarantor) an Opinion of Counsel (which may contain customary exceptions) that such Subsidiary Guarantee has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid valid, binding and binding enforceable obligation of such Restricted Subsidiary enforceable against Subsidiary, and thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture until it ceases to be an obligor, whether secured or unsecured, under any such Facility Indebtedness and its Guarantee is released in accordance with its terms. (b) The Issuer will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or otherwise Incur any Indebtedness (without regard to “Indebtedness” as defined in clause (x) of the second paragraph of the definition of the term “Indebtedness”) that, individually or in the aggregate with all other of its then outstanding Indebtedness (without regard to “Indebtedness” as defined in clause (x) of the second paragraph of the definition of the term “Indebtedness”), exceeds at any time $2.0 million, unless such Restricted Subsidiary is a Guarantor or within 30 days of such Incurrence, executes and delivers to the Collateral Trustee a Subsidiary Guarantee and an Opinion of Counsel (which may contain customary exceptions) that such Subsidiary Guarantee has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid and binding obligation of such Restricted Subsidiary enforceable against such Restricted Subsidiary in accordance with its termsSection 13.2. (c) The obligations of each Guarantor formed under the laws of the United States or any state thereof or the District of Columbia will be limited to the maximum amount that will result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. (d) The Issuer may also elect to cause any other Restricted Subsidiary to issue a Subsidiary Guarantee and become a Guarantor. (ed) Except as set out in Section 15.2(a13.2(a), a Guarantor may not sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets, in one or more related transactions, to, or consolidate or amalgamate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Issuer or another Guarantor, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guarantor) is organized or existing under the laws of (1) the United States, any state thereof or the District of Columbia, (2) Canada or any province or territory thereof or (3) the jurisdiction of organization of the Guarantor, and assumes all the Obligations obligations of that Guarantor under this Indenture and its Subsidiary Guarantee by operation of law or pursuant to any agreement reasonably satisfactory to the Trustee; or (B) such sale or other disposition or consolidation, amalgamation or merger complies with Section 7.156.14.

Issuance of Guarantees. (a) The Guarantors providing a Guarantee on the Initial Guarantors Issue Date shall execute and deliver to the Collateral Trustee a Subsidiary the Guarantee in the form attached hereto as Appendix B on B. The obligations of each Guarantor will be limited in all cases to the Initial maximum amount that will result in the obligations of such Guarantor under its Guarantee not being in breach of law or regulation or constituting a fraudulent conveyance or a fraudulent transfer or unlawful financial assistance (or similar issue) under applicable law. (b) In respect of each Restricted Subsidiary that is required pursuant to Section 6.13 to provide a Guarantee after the Issue Date. Better-Gro Companies LLC shall , the Issuer shall: (i) cause such Restricted Subsidiary to (a) provide a Guarantee within 30 Business Days by executing and delivering to the Trustee a Guarantor Accession Agreement substantially in the form attached hereto as Schedule “A” to Appendix B and (b) execute and deliver appropriate joinders or accession agreements to the Collateral Trustee a Subsidiary Guarantee at such time as Better-Gro Companies LLC becomes wholly-owned, directly or indirectly, by the Issuer or is required to do so in order to comply with Section 15.1(b), in either case accompanied by the Opinion of Counsel required by Section 15.1(b). The Additional Guarantors shall, within 30 days of the Initial Issue Date, execute and applicable Security Documents; and (ii) deliver to the Collateral Trustee a Subsidiary Guarantee together with (but only if the Collateral Trustee so requests in writing with respect to any such Additional Guarantor) an Opinion of Counsel (which may contain customary exceptions) that such Subsidiary Guarantee has and Security Documents have been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid valid, binding and binding enforceable obligation of such Restricted Subsidiary enforceable against Subsidiary, and thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture until its Guarantee is released in accordance with its terms. (b) The Issuer will not permit any Section 13.2 or the other terms of its Restricted Subsidiaries, directly or indirectly, to guarantee or otherwise Incur any Indebtedness (without regard to “Indebtedness” as defined in clause (x) of the second paragraph of the definition of the term “Indebtedness”) that, individually or in the aggregate with all other of its then outstanding Indebtedness (without regard to “Indebtedness” as defined in clause (x) of the second paragraph of the definition of the term “Indebtedness”), exceeds at any time $2.0 million, unless such Restricted Subsidiary is a Guarantor or within 30 days of such Incurrence, executes and delivers to the Collateral Trustee a Subsidiary Guarantee and an Opinion of Counsel (which may contain customary exceptions) that such Subsidiary Guarantee has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid and binding obligation of such Restricted Subsidiary enforceable against such Restricted Subsidiary in accordance with its termsthis Indenture. (c) The obligations of each Guarantor formed under the laws of the United States or any state thereof or the District of Columbia will be limited to the maximum amount that will result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. (d) The Issuer may also elect to cause any other Restricted Subsidiary to issue a Subsidiary Guarantee and become a Guarantor. (ed) Except as set out in Section 15.2(a13.2(a), a Guarantor may not sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets, in one or more related transactions, to, or consolidate or amalgamate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Issuer or another Guarantor, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guarantor) is organized or existing under the laws of (1) the United States, any state thereof or the District of Columbia, (2) Canada or any province or territory thereof or (3) the jurisdiction of organization of the Guarantor, and assumes all the Obligations obligations of that Guarantor under this Indenture and its Subsidiary Guarantee by operation of law or pursuant to any agreement reasonably satisfactory to the Trustee; or (B) such sale or other disposition or consolidation, amalgamation or merger complies with Section 7.156.16.

Issuance of Guarantees. (a) The Initial Guarantors shall execute 3.1 A guarantee, subject to Sections 4 and deliver 5 below and the other provisions and requirements of this Agreement, will only be issued by the Bank in response to a written request by the Collateral Trustee a Subsidiary Guarantee Borrower in the form attached hereto as Appendix B on of the Initial Issue DateGuarantee Request, which must be duly signed by the Borrower. Better-Gro Companies LLC shall execute The proposed date of issuance of the guarantee must be a Business Day within the term of this agreement and deliver the Guarantee Request must be delivered at least two Business Days prior to the Collateral Trustee a Subsidiary Guarantee at such time as Better-Gro Companies LLC becomes wholly-owned, directly or indirectly, by the Issuer or is required to do so in order to comply with Section 15.1(b), in either case accompanied by the Opinion proposed date of Counsel required by Section 15.1(b)issuance. The Additional Guarantors shall, within 30 days Borrower may also request the issuance of the Initial Issue Date, execute and deliver to the Collateral Trustee a Subsidiary Guarantee together with (but only if the Collateral Trustee so requests in writing with respect to any such Additional Guarantor) an Opinion of Counsel (which may contain customary exceptions) that such Subsidiary Guarantee has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid and binding obligation of such Restricted Subsidiary enforceable against such Restricted Subsidiary retroactive guarantees in accordance with its terms. (b) law and industry practice. The Issuer Bank will not permit any of its Restricted Subsidiaries, directly or indirectly, to issue the requested guarantee or otherwise Incur any Indebtedness (without regard to “Indebtedness” as defined in clause (x) of the second paragraph of the definition of the term “Indebtedness”) that, individually or in the aggregate with all other of its then outstanding Indebtedness (without regard to “Indebtedness” preagreed form annexed as defined Annex 2 hereto. Guarantee texts that are not in clause (x) of the second paragraph of the definition of the term “Indebtedness”), exceeds at any time $2.0 million, unless such Restricted Subsidiary is a Guarantor or within 30 days of such Incurrence, executes and delivers to the Collateral Trustee a Subsidiary Guarantee and an Opinion of Counsel (which may contain customary exceptions) that such Subsidiary Guarantee has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid and binding obligation of such Restricted Subsidiary enforceable against such Restricted Subsidiary in accordance with its terms. this pre-agreed form are subject to approval of the Bank, as are beneficiaries which do not have their seat in either (ci) an OECD member country or (ii) a country listed in Annex 3 hereto. The obligations individual beneficiary and the chosen governing law (except for the choice of each Guarantor formed under the laws of the United States countries listed in Annex 4 hereto which are pre-approved subject only to changes in circumstances in the future of which we will inform you without undue delay) are subject to these not violating laws, regulations or internal compliance policies. 3.2 In compliance with the instructions of the Borrower in the Guarantee Request, the Bank issues guarantees itself (“direct guarantee”) or instructs another bank (“Second Bank”) (which shall be a NAIC approved bank if so requested by the Borrower) under its counterliability (“counter-guarantee”) to issue or confirm the guarantee (“indirect guarantee”). If the Bank does not receive instructions from the Borrower, it may issue an indirect guarantee, provided this is deemed necessary under the circumstances in the interest of the Borrower. 3.3 A Guarantee Request may also be made by the Borrower by facsimile transmission, in which event the Bank shall have no liability for, and the Borrower accepts the full risk of, any error in transmission, lack of due authorisation by the Borrower, non receipt or otherwise. Such Guarantee Request shall be confirmed as soon as reasonably practicable by letter but so that the Bank shall be entitled to rely on such facsimile transmission and to act in accordance with the same notwithstanding the non receipt of any such confirmation or any state thereof or discrepancy between the District of Columbia will be limited to facsimile transmission and the maximum amount that will result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable lawconfirming letter. (d) The Issuer may also elect to cause 3.4 A guarantee shall have a face amount of at least the then current equivalent of USD 100,000 and in any other Restricted Subsidiary to issue a Subsidiary Guarantee and become a Guarantor. (e) Except as set out in Section 15.2(a), a Guarantor may not sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets, in one or more related transactions, to, or consolidate or amalgamate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other case less than the Issuer or another Guarantor, unless: (i) immediately after giving effect to that transaction, no Default or Event then current equivalent of Default exists; and (ii) either: (A) the Person acquiring the property in EURO 150,000,000. A maximum of 100 guarantees may be outstanding at any such sale or disposition or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guarantor) is organized or existing under the laws of (1) the United States, any state thereof or the District of Columbia, (2) Canada or any province or territory thereof or (3) the jurisdiction of organization of the Guarantor, and assumes all the Obligations of that Guarantor under this Indenture and its Subsidiary Guarantee by operation of law or pursuant to any agreement reasonably satisfactory to the Trustee; or (B) such sale or other disposition or consolidation, amalgamation or merger complies with Section 7.15time.

Issuance of Guarantees. (a) The Guarantors providing a Guarantee on the Initial Guarantors Issue Date shall execute and deliver to the Collateral Trustee a Subsidiary the Guarantee in the form attached hereto as Appendix B on B. (b) If the Initial Issuer or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date. Better-Gro Companies LLC shall execute , or if the Issuer designates any of its Unrestricted Subsidiaries as a Restricted Subsidiary in accordance with Section 6.6, and that newly acquired, created or designated Restricted Subsidiary is a secured obligor (whether as primary debtor or as secured guarantor) with respect to, or later incurs or guarantees on a secured basis, then the Issuer shall, subject to Section 6.19(a): (i) cause such Restricted Subsidiary to provide a Guarantee within 20 Business Days by executing and delivering to the Trustee a Guarantor Accession Agreement substantially in the form attached hereto as Schedule “A” to Appendix B; and (ii) deliver to the Collateral Trustee a Subsidiary Guarantee at such time as Better-Gro Companies LLC becomes wholly-owned, directly or indirectly, by the Issuer or is required to do so in order to comply with Section 15.1(b), in either case accompanied by the Opinion of Counsel required by Section 15.1(b). The Additional Guarantors shall, within 30 days of the Initial Issue Date, execute and deliver to the Collateral Trustee a Subsidiary Guarantee together with (but only if the Collateral Trustee so requests in writing with respect to any such Additional Guarantor) an Opinion of Counsel (which may contain customary exceptions) that such Subsidiary Guarantee has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid valid, binding and binding enforceable obligation of such Restricted Subsidiary enforceable against Subsidiary, and thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture until it ceases to be an obligor, whether secured or unsecured, under any such Facility Indebtedness and its Guarantee is released in accordance with its terms. (b) The Issuer will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or otherwise Incur any Indebtedness (without regard to “Indebtedness” as defined in clause (x) of the second paragraph of the definition of the term “Indebtedness”) that, individually or in the aggregate with all other of its then outstanding Indebtedness (without regard to “Indebtedness” as defined in clause (x) of the second paragraph of the definition of the term “Indebtedness”), exceeds at any time $2.0 million, unless such Restricted Subsidiary is a Guarantor or within 30 days of such Incurrence, executes and delivers to the Collateral Trustee a Subsidiary Guarantee and an Opinion of Counsel (which may contain customary exceptions) that such Subsidiary Guarantee has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid and binding obligation of such Restricted Subsidiary enforceable against such Restricted Subsidiary in accordance with its termsSection 13.2. (c) The obligations of each Guarantor formed under the laws of the United States or any state thereof or the District of Columbia will be limited to the maximum amount that will result in the obligations of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under applicable law. (d) The Issuer may also elect to cause any other Restricted Subsidiary to issue a Subsidiary Guarantee and become a Guarantor. (ed) Except as set out in Section 15.2(a13.2(a), a Guarantor may not sell, assign, transfer, convey or otherwise dispose of all or substantially all of its assets, in one or more related transactions, to, or consolidate or amalgamate with or merge with or into (regardless of whether such Guarantor is the surviving Person), another Person, other than the Issuer or another Guarantor, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guarantor) is organized or existing under the laws of (1) the United States, any state thereof or the District of Columbia, (2) Canada or any province or territory thereof or (3) the jurisdiction of organization of the Guarantor, and assumes all the Obligations obligations of that Guarantor under this Indenture and its Subsidiary Guarantee by operation of law or pursuant to any agreement reasonably satisfactory to the Trustee; or (B) such sale or other disposition or consolidation, amalgamation or merger complies with Section 7.156.16.