Common use of Merger and Consolidation of the Subsidiary Guarantors Clause in Contracts

Merger and Consolidation of the Subsidiary Guarantors. (a) None of the Guarantors (other than a Guarantor whose Loan Guarantee is to be released in accordance with the terms of this Agreement or the Intercreditor Agreement) may: (1) consolidate with or merge with or into any Person (whether or not such Guarantor is the surviving Person); (2) sell, assign, convey, transfer, lease or otherwise dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person; or (3) permit any Person to merge with or into it, unless: (a) the other Person is the Borrower or a Restricted Subsidiary that is a Guarantor or becomes a Guarantor as a result of such transaction; or (1) either (x) a Guarantor is the surviving Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Loan Guarantee and this Agreement (pursuant to a Joinder Agreement) and all obligations of the Guarantor under the Intercreditor Agreement and the Security Documents, as applicable; and (2) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and is continuing; or (c) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of a Guarantor (in each case other than to the Borrower or a Restricted Subsidiary) otherwise permitted by this Agreement and the proceeds therefrom are applied as required by this Agreement; or (d) the transaction constitutes a Permitted Reorganization. (b) Notwithstanding Section 5.02(a)(3)(b)(2) (which does not apply to transactions referred to in this sentence), (a) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor and (b) any Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Guarantor or the Borrower. Notwithstanding Section 5.02(a)(3)(b)(2) (which does not apply to the transactions referred to in this sub-section (b)), a Guarantor may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Guarantor, reincorporating the Guarantor in another jurisdiction, or changing the legal form of the Guarantor.

Merger and Consolidation of the Subsidiary Guarantors. (a) None of the Subsidiary Guarantors (other than a Guarantor whose Loan Note Guarantee is to be released in accordance with the terms of this Agreement Indenture or the Intercreditor Agreement) may: (1) consolidate with or merge with or into any Person (whether or not such Guarantor is the surviving Person); (2) sell, assign, convey, transfer, lease or otherwise dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person; or (3) permit any Person to merge with or into it, unless: (aA) the other Person is the Borrower Issuer or a Restricted Subsidiary that is a Guarantor or becomes a Guarantor as a result of such transaction; or (B) (1) either (x) a Guarantor is the surviving Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Loan Note Guarantee and this Agreement Indenture (pursuant to a Joinder Agreementsupplemental indenture executed and delivered in a form reasonably satisfactory to the Trustee) and all obligations of the Guarantor under the Intercreditor Agreement and the Notes Security Documents, as applicable; and (2) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and is continuing; or (cC) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of a Guarantor (in each case other than to the Borrower Issuer or a Restricted Subsidiary) otherwise permitted by this Agreement Indenture and the proceeds therefrom are applied as required by this Agreement; or (d) the transaction constitutes a Permitted ReorganizationIndenture. (b) Notwithstanding Section 5.02(a)(3)(b)(25.04(a)(3)(B)(2) (which does not apply to transactions referred to in this sentence), (a) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor and (b) any Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Guarantor or the BorrowerIssuer. Notwithstanding Section 5.02(a)(3)(b)(25.04(a)(3)(B)(2) (which does not apply to the transactions referred to in this sub-section (b)sentence), a Guarantor may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Guarantor, Guarantor reincorporating the Guarantor in another jurisdiction, or changing the legal form of the Guarantor.

Merger and Consolidation of the Subsidiary Guarantors. (a) None of the Subsidiary Guarantors (other than a Subsidiary Guarantor whose Loan Note Guarantee is to be released in accordance with the terms of this Agreement or the Intercreditor AgreementIndenture) may: (1) consolidate with or merge with or into any Person (whether or not such Subsidiary Guarantor is the surviving Person); (2) sell, assign, convey, transfer, lease or otherwise dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person; or (3) permit any Person to merge with or into it, unless:; (aA) the other Person is the Borrower Issuer or a Restricted Subsidiary that is a Subsidiary Guarantor or becomes a Subsidiary Guarantor as a result of such transaction; or (B) (1) either (x) a Subsidiary Guarantor is the surviving Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Subsidiary Guarantor under its Loan Note Guarantee and this Agreement Indenture (pursuant to a Joinder Agreementsupplemental indenture executed and delivered in a form reasonably satisfactory to the Trustee) and all obligations of the Subsidiary Guarantor under the Intercreditor Agreement and the Security Documents, as applicable; and (2) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and is continuing; or (cC) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor or the sale or disposition of all or substantially all the assets of a Subsidiary Guarantor (in each case other than to the Borrower Issuer or a Restricted Subsidiary) otherwise permitted by this Agreement Indenture and the proceeds therefrom are applied as required by this AgreementIndenture; or (dD) the transaction constitutes a Permitted Reorganization. (b) Notwithstanding Section 5.02(a)(3)(b)(25.02(a)(3)(B)(2) (which does not apply to transactions referred to in this sentence), (a) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Subsidiary Guarantor and (b) any Subsidiary Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Subsidiary Guarantor or the BorrowerIssuer. Notwithstanding Section 5.02(a)(3)(b)(25.02(a)(3)(B)(2) (which does not apply to the transactions referred to in this sub-section (b)sentence), a Subsidiary Guarantor may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Guarantor, Subsidiary Guarantor reincorporating the Subsidiary Guarantor in another jurisdiction, or changing the legal form of the Subsidiary Guarantor.

Merger and Consolidation of the Subsidiary Guarantors. (a) None of the Guarantors (other than a Guarantor whose Loan Guarantee is to be released in accordance with the terms of this Agreement or the Intercreditor Agreement) may: (1) consolidate with or merge with or into any Person (whether or not such Guarantor is the surviving Person); (2) sell, assign, convey, transfer, lease or otherwise dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person; or (3) permit any Person to merge with or into it, unless: (a) the other Person is the Borrower or a Restricted Subsidiary that is a Guarantor or becomes a Guarantor as a result of such transaction; or (1) either (x) a Guarantor is the surviving Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Loan Guarantee and this Agreement (pursuant to a Joinder Agreement) and all obligations of the Guarantor under the Intercreditor Agreement and the Security Documents, as applicable; and (2) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and is continuing; or (c) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of a Guarantor (in each case other than to the Borrower or a Restricted Subsidiary) otherwise permitted by this Agreement and the proceeds therefrom are applied as required by this Agreement; or (d) the transaction constitutes a Permitted Reorganization. (b) Notwithstanding Section 5.02(a)(3)(b)(2) (which does not apply to transactions referred to in this sentence), (a) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor and (b) any Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Guarantor or the Borrower. Notwithstanding Section 5.02(a)(3)(b)(2) (which does not apply to the transactions referred to in this sub-section (b)), a Guarantor may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Guarantor, reincorporating the Guarantor in another jurisdiction, or changing the legal form of the Guarantor.

Merger and Consolidation of the Subsidiary Guarantors. (a) None of the Subsidiary Guarantors (other than a Guarantor whose Loan Guarantee is to be released in accordance with the terms of this Agreement or the Intercreditor Agreement) may: (1) consolidate with or merge with or into any Person (whether or not such Guarantor is the surviving Person); (2) sell, assign, convey, transfer, lease or otherwise dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person; or (3) permit any Person to merge with or into it, unless: (a) the other Person is the Borrower Borrower, the Company or a Restricted Subsidiary that is a Guarantor or becomes a Guarantor as a result of such transaction; or (1) either (x) a Guarantor is the surviving Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Loan Guarantee and this Agreement (pursuant to a Joinder Agreement) and all obligations of the Guarantor under the Intercreditor Agreement and the Security Documents, as applicable; and and (2) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and is continuing; or (c) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of a Guarantor (in each case other than to the Borrower or a Restricted Subsidiary) otherwise permitted by this Agreement and the proceeds therefrom are applied as required by this Agreement; or (d) the transaction constitutes a Permitted Reorganization. (b) Notwithstanding Section 5.02(a)(3)(b)(2) (which does not apply to transactions referred to in this sentence), (a) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor and (b) any Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Guarantor or the Borrower. Notwithstanding Section 5.02(a)(3)(b)(2) (which does not apply to the transactions referred to in this sub-section (b)), a Guarantor may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Guarantor, Guarantor reincorporating the Guarantor in another jurisdiction, or changing the legal form of the Guarantor.

Merger and Consolidation of the Subsidiary Guarantors. (a) None of the Subsidiary Guarantors (other than a Subsidiary Guarantor whose Loan Guarantee is to be released in accordance with the terms of this Agreement or the Intercreditor Agreement) may: (1) consolidate with or merge with or into any Person (whether or not such Subsidiary Guarantor is the surviving Person); (2) sell, assign, convey, transfer, lease or otherwise dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person; or (3) permit any Person to merge with or into it, unless: (a) the other Person is the Borrower or a Restricted Subsidiary that is a Subsidiary Guarantor or becomes a Subsidiary Guarantor as a result of such transaction; or (b) (1) either (x) a Subsidiary Guarantor is the surviving Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Subsidiary Guarantor under its Loan Guarantee and this Agreement (pursuant to a Joinder Agreementjoinder agreement executed and delivered in a form reasonably satisfactory to the Administrative Agent) and all obligations of the Subsidiary Guarantor under the any Intercreditor Agreement and the Security Documents, as applicable; and (2) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and is continuing; or (c) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor or the sale or disposition of all or substantially all the assets of a Subsidiary Guarantor (in each case other than to the Borrower or a Restricted Subsidiary) otherwise permitted by this Agreement and the proceeds therefrom are applied as required by this Agreement; or (d) the transaction constitutes a Permitted Reorganization. (b) Notwithstanding Section 5.02(a)(3)(b)(2) (which does not apply to transactions referred to in this sentence), (a) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Subsidiary Guarantor and (b) any Subsidiary Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Subsidiary Guarantor or the Borrower. Notwithstanding Section 5.02(a)(3)(b)(2) (which does not apply to the transactions referred to in this sub-section (b)), a Subsidiary Guarantor may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Subsidiary Guarantor, reincorporating the Subsidiary Guarantor in another jurisdiction, or changing the legal form of the Subsidiary Guarantor.

Merger and Consolidation of the Subsidiary Guarantors. (a) None of the Guarantors (other than a Guarantor whose Loan Guarantee is to be released in accordance with the terms of this Agreement or the Intercreditor Agreement) may: (1) consolidate with or merge with or into any Person (whether or not such Guarantor is the surviving Person); (2) sell, assign, convey, transfer, lease or otherwise dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person; or (3) permit any Person to merge with or into it, unless: (a) the other Person is the Borrower or a Restricted Subsidiary that is a Guarantor or becomes a Guarantor as a result of such transaction; or (b) (1) either (x) a Guarantor is the surviving Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Loan Guarantee and this Agreement (pursuant to a Joinder Agreement) and all obligations of the Guarantor under the Intercreditor Agreement and the Security Documents, as applicable; and (2) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and is continuing; or (c) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of a Guarantor (in each case other than to the Borrower or a Restricted Subsidiary) otherwise permitted by this Agreement and the proceeds therefrom are applied as required by this Agreement; or (d) the transaction constitutes a Permitted Reorganization. (b) Notwithstanding Section 5.02(a)(3)(b)(2) (which does not apply to transactions referred to in this sentence), (a) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor and (b) any Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Guarantor or the Borrower. Notwithstanding Section 5.02(a)(3)(b)(2) (which does not apply to the transactions referred to in this sub-section (b)), a Guarantor may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Guarantor, reincorporating the Guarantor in another jurisdiction, or changing the legal form of the Guarantor.

Merger and Consolidation of the Subsidiary Guarantors. (a) None of the Guarantors (other than a Guarantor whose Loan Guarantee is to be released in accordance with the terms of this Agreement or the Intercreditor Agreement) may: (1) consolidate with or merge with or into any Person (whether or not such Guarantor is the surviving Person); (2) sell, assign, convey, transfer, lease or otherwise dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person; or (3) permit any Person to merge with or into it, unless: (a) the other Person is the Borrower or a Restricted Subsidiary that is a Guarantor or becomes a Guarantor as a result of such transaction; or (1) either (x) a Guarantor is the surviving Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Loan Guarantee and this Agreement (pursuant to a Joinder Agreement) and all obligations of the Guarantor under the Intercreditor Agreement and the Security Documents, as applicable; and (2) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and is continuing; or (c) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of a Guarantor (in each case other than to the Borrower or a Restricted Subsidiary) otherwise permitted by this Agreement and the proceeds therefrom are applied as required by this Agreement; or (d) the transaction constitutes a Permitted Reorganization. (b) Notwithstanding Section 5.02(a)(3)(b)(2) (which does not apply to transactions referred to in this sentence), (a) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor and (b) any Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Guarantor or the Borrower. Notwithstanding Section 5.02(a)(3)(b)(2) (which does not apply to the transactions referred to in this sub-section subsection (b)), a Guarantor may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Guarantor, reincorporating the Guarantor in another jurisdiction, or changing the legal form of the Guarantor.

Merger and Consolidation of the Subsidiary Guarantors. (a) None of the Subsidiary Guarantors (other than a Guarantor whose Loan Note Guarantee is to be released in accordance with the terms of this Agreement Indenture or the Intercreditor Agreement) may: (1) consolidate with or merge with or into any Person (whether or not such Guarantor is the surviving Person); (2) sell, assign, convey, transfer, lease or otherwise dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person; or (3) permit any Person to merge with or into it, unless:, (aA) the other Person is the Borrower Issuer or a Restricted Subsidiary that is a Guarantor or becomes a Guarantor as a result of such transaction; or (B) (1) either (x) a Guarantor is the surviving Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Loan Note Guarantee and this Agreement Indenture (pursuant to a Joinder Agreementsupplemental indenture executed and delivered in a form reasonably satisfactory to the Trustee) and all obligations of the Guarantor under the Intercreditor Agreement and the Notes Security Documents, as applicable; and (2) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and is continuing; or (cC) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of a Guarantor (in each case other than to the Borrower Issuer or a Restricted Subsidiary) otherwise permitted by this Agreement Indenture and the proceeds therefrom are applied as required by this Agreement; or (d) the transaction constitutes a Permitted ReorganizationIndenture. (b) Notwithstanding Section 5.02(a)(3)(b)(25.04(a)(3)(B)(2) (which does not apply to transactions referred to in this sentence), (a) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor or the Issuer and (b) any Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Guarantor or the BorrowerIssuer. Notwithstanding Section 5.02(a)(3)(b)(25.04(a)(3)(B)(2) (which does not apply to the transactions referred to in this sub-section (b)sentence), a Guarantor may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Guarantor, Guarantor reincorporating the Guarantor in another jurisdiction, or changing the legal form of the Guarantor.

Merger and Consolidation of the Subsidiary Guarantors. (a) None of the Subsidiary Guarantors (other than a Subsidiary Guarantor whose Loan Note Guarantee is to be released in accordance with the terms of this Agreement or the Intercreditor AgreementIndenture) may: (1) consolidate with or merge with or into any Person (whether or not such Subsidiary Guarantor is the surviving Person); (2) sell, assign, convey, transfer, lease or otherwise dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person; or (3) permit any Person to merge with or into it, ; unless: (aA) the other Person is the Borrower Issuer or a Restricted Subsidiary that is a Subsidiary Guarantor or becomes a Subsidiary Guarantor as a result of such transaction; or (B) (1) either (x) a Subsidiary Guarantor is the surviving Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Subsidiary Guarantor under its Loan Note Guarantee and this Agreement Indenture (pursuant to a Joinder Agreement) supplemental indenture executed and all obligations of delivered in a form reasonably satisfactory to the Guarantor under the Intercreditor Agreement and the Security Documents, as applicableTrustee); and (2) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and is continuing; or (cC) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of a Subsidiary Guarantor or the sale or disposition of all or substantially all the assets of a Subsidiary Guarantor (in each case other than to the Borrower Issuer or a Restricted Subsidiary) otherwise permitted by this Agreement Indenture and the proceeds therefrom are applied as required by this AgreementIndenture; or (dD) the transaction constitutes a Permitted Reorganization. (b) Notwithstanding Section 5.02(a)(3)(b)(25.02(a)(3)(B)(2) (which does not apply to transactions referred to in this sentence), (a) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Subsidiary Guarantor and (b) any Subsidiary Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Subsidiary Guarantor or the BorrowerIssuer. Notwithstanding Section 5.02(a)(3)(b)(25.02(a)(3)(B)(2) (which does not apply to the transactions referred to in this sub-section (b)sentence), a Subsidiary Guarantor may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Guarantor, Subsidiary Guarantor reincorporating the Subsidiary Guarantor in another jurisdiction, or changing the legal form of the Subsidiary Guarantor.

Merger and Consolidation of the Subsidiary Guarantors. (a) None of the Subsidiary Guarantors (other than a Guarantor whose Loan Note Guarantee is to be released in accordance with the terms of this Agreement Indenture or the Intercreditor Agreement) may: (1) consolidate with or merge with or into any Person (whether or not such Guarantor is the surviving Person); (2) sell, assign, convey, transfer, lease or otherwise dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person; oror 103 (3) permit any Person to merge with or into it, unless: (aA) the other Person is the Borrower Issuer or a Restricted Subsidiary that is a Guarantor or becomes a Guarantor as a result of such transaction; or (B) (1) either (x) a Guarantor is the surviving Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Loan Note Guarantee and this Agreement Indenture (pursuant to a Joinder Agreementsupplemental indenture executed and delivered in a form reasonably satisfactory to the Trustee) and all obligations of the Guarantor under the Intercreditor Agreement and the Notes Security Documents, as applicable; and (2) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and is continuing; or (cC) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of a Guarantor (in each case other than to the Borrower Issuer or a Restricted Subsidiary) otherwise permitted by this Agreement Indenture and the proceeds therefrom are applied as required by this Agreement; or (d) the transaction constitutes a Permitted ReorganizationIndenture. (b) Notwithstanding Section 5.02(a)(3)(b)(25.04(a)(3)(B)(2) (which does not apply to transactions referred to in this sentence), (a) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor or the Issuer and (b) any Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Guarantor or the BorrowerIssuer. Notwithstanding Section 5.02(a)(3)(b)(25.04(a)(3)(B)(2) (which does not apply to the transactions referred to in this sub-section (b)sentence), a Guarantor may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Guarantor, Guarantor reincorporating the Guarantor in another jurisdiction, or changing the legal form of the Guarantor.

Merger and Consolidation of the Subsidiary Guarantors. (a) None of the Subsidiary Guarantors (other than a Guarantor whose Loan Note Guarantee is to be released in accordance with the terms of this Agreement Indenture or the Intercreditor Agreement) may: (1) consolidate with or merge with or into any Person (whether or not such Guarantor is the surviving Person); (2) sell, assign, convey, transfer, lease or otherwise dispose of, all or substantially all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions, to any Person; or (3) permit any Person to merge with or into it, unless: (aA) the other Person is the Borrower Issuer or a Restricted Subsidiary that is a Guarantor or becomes a Guarantor as a result of such transaction; or (B) (1) either (x) a Guarantor is the surviving Person or (y) the resulting, surviving or transferee Person expressly assumes all of the obligations of the Guarantor under its Loan Note Guarantee and this Agreement Indenture (pursuant to a Joinder Agreementsupplemental indenture executed and delivered in a form reasonably satisfactory to the Trustee) and all obligations of the Guarantor under the Intercreditor Agreement and the Notes Security Documents, as applicable; and (2) immediately after giving effect to the transaction, no Default or Event of Default shall have occurred and is continuing; or (cC) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition of all or substantially all the assets of a Guarantor (in each case other than to the Borrower Issuer or a Restricted Subsidiary) otherwise permitted by this Agreement Indenture and the proceeds therefrom are applied as required by this Agreement; or (d) the transaction constitutes a Permitted ReorganizationIndenture. (b) Notwithstanding Section 5.02(a)(3)(b)(25.04(a)(3)(B)(2) (which does not apply to transactions referred to in this sentence), (a) any Restricted Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to a Guarantor or the Issuer and (b) any Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to any other Guarantor or the BorrowerIssuer. Notwithstanding Section 5.02(a)(3)(b)(25.04(a)(3)(B)(2) (which does not apply to the transactions referred to in this sub-section (b)sentence), a Guarantor may consolidate or otherwise combine with or merge into an Affiliate incorporated or organized for the purpose of changing the legal domicile of the Guarantor, Guarantor reincorporating the Guarantor in another jurisdiction, or changing the legal form of the Guarantor.