Common use of Merger, Consolidation or Sale of Assets by a Subsidiary Guarantor Clause in Contracts

Merger, Consolidation or Sale of Assets by a Subsidiary Guarantor. (a) Subject to the provisions in this Indenture governing the release of a Guarantee upon the sale or other disposition of a Subsidiary Guarantor, no Subsidiary Guarantor shall, directly or indirectly, (1) consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving entity), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person, unless: (i) such Subsidiary Guarantor is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is an entity organized or existing under the laws of the jurisdiction of such Subsidiary Guarantor, the United States, any state thereof, the District of Columbia or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Subsidiary Guarantor”); (ii) the Successor Subsidiary Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture, such Subsidiary Guarantor’s Guarantee, the Security Documents and the Registration Rights Agreement pursuant to supplemental indentures or other agreements or instruments in form reasonably satisfactory to the Trustee and causes such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Subsidiary Guarantor, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) such Subsidiary Guarantor shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) each stating that such transaction complies with the terms of this Indenture. The Successor Subsidiary Guarantor will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture, such Subsidiary Guarantor’s Guarantee, the Security Documents and the Registration Rights Agreement, but in the case of a lease of all or substantially all of the Subsidiary Guarantor’s assets, the Subsidiary Guarantor will not be released from the obligations under its Guarantee to pay principal, premium (if any), interest and Additional Interest on the Notes. Notwithstanding the foregoing, (a) a Subsidiary Guarantor may merge with an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in another state of the United States, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of such Subsidiary Guarantor is not increased thereby, and (b) any Subsidiary Guarantor may merge into or transfer or lease all or part of its properties and assets to the Issuer or another Subsidiary Guarantor.

Merger, Consolidation or Sale of Assets by a Subsidiary Guarantor. (a) Subject to the provisions in this Indenture governing the release of a Guarantee upon the sale or other disposition of a Subsidiary Guarantor, no Subsidiary Guarantor shall, directly or indirectly, (1) consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving entity), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person, unless: (i) such Subsidiary Guarantor is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is an entity organized or existing under the laws of the jurisdiction of such Subsidiary Guarantor, the United States, any state thereof, the District of Columbia or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Subsidiary Guarantor”); (ii) the Successor Subsidiary Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture, such Subsidiary Guarantor’s Guarantee, the Security Documents and the Registration Rights Intercreditor Agreement pursuant to supplemental indentures or other agreements or instruments and joinders to Security Documents and the Intercreditor Agreement in form reasonably satisfactory to the Trustee forms attached thereto and causes such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Subsidiary Guarantor, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) such Subsidiary Guarantor shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) each stating that such transaction complies with the terms of this Indenture. The Successor Subsidiary Guarantor will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture, such Subsidiary Guarantor’s Guarantee, the Security Documents and the Registration Rights Agreement, but in the case of a lease of all or substantially all of the Subsidiary Guarantor’s assets, the Subsidiary Guarantor will not be released from the obligations under its Guarantee to pay principal, premium (if any), interest and Additional Interest on the Notes. Notwithstanding the foregoing, (a) a Subsidiary Guarantor may merge with an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in another state of the United States, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of such Subsidiary Guarantor is not increased thereby, and (b) any Subsidiary Guarantor may merge into or transfer or lease all or part of its properties and assets to the Issuer or another Subsidiary Guarantor.

Merger, Consolidation or Sale of Assets by a Subsidiary Guarantor. (a) Subject to the provisions in this Indenture governing the release of a Guarantee upon the sale or other disposition of a Subsidiary Guarantor, no Subsidiary Guarantor shall, directly or indirectly, (1) consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving entity), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person, unless: (i) such Subsidiary Guarantor is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is an entity organized or existing under the laws of the jurisdiction of such Subsidiary Guarantor, the United States, any state thereof, the District of Columbia or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the “Successor Subsidiary Guarantor”); (ii) the Successor Subsidiary Guarantor (if other than such Subsidiary Guarantor) expressly assumes all the obligations of such Subsidiary Guarantor under this Indenture, such Subsidiary Guarantor’s Guarantee, the Security Documents Guarantee and the Registration Rights Agreement pursuant to supplemental indentures or other agreements or instruments in form reasonably satisfactory to the Trustee and causes such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien on the Collateral owned by or transferred to the Successor Subsidiary Guarantor, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant statesTrustee; (iii) immediately after such transaction no Default or Event of Default exists; and (iv) such Subsidiary Guarantor shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel (subject to customary assumptions and exceptions) each stating that such transaction complies with the terms of this Indenture. The Successor Subsidiary Guarantor will succeed to, and be substituted for, such Subsidiary Guarantor under this Indenture, such Subsidiary Guarantor’s Guarantee, the Security Documents Guarantee and the Registration Rights Agreement, but in the case of a lease of all or substantially all of the Subsidiary Guarantor’s assets, the Subsidiary Guarantor will not be released from the obligations under its Guarantee to pay principal, premium (if any), interest and Additional Interest on the Notes. Notwithstanding the foregoing, (a) a Subsidiary Guarantor may merge with an Affiliate incorporated solely for the purpose of reincorporating such Subsidiary Guarantor in another state of the United States, the District of Columbia or any territory thereof, so long as the amount of Indebtedness of such Subsidiary Guarantor is not increased thereby, and (b) any Subsidiary Guarantor may merge into or transfer or lease all or part of its properties and assets to the Issuer or another Subsidiary Guarantor.