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

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. A Subsidiary Guarantor shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person (other than the Company or another Subsidiary Guarantor), unless: (a) the resulting, surviving or transferee Person (if not such Subsidiary Guarantor, the Company or another Subsidiary Guarantor) expressly assumes by executing and delivering a supplemental indenture and any other agreements (including, without limitation, any registration rights agreement, if applicable) all of that Subsidiary Guarantor’s obligations under the Securities and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing under this Indenture. Upon any such consolidation, merger or sale, conveyance, transfer or lease, the resulting, surviving or transferee Person (if not the Company or another Subsidiary Guarantor) shall succeed to, and may exercise every right and power of, that Subsidiary Guarantor under the Securities and this Indenture, and that Subsidiary Guarantor shall be discharged from its obligations under the Securities and this Indenture except in the case of any such lease.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. A The Company shall not permit any Subsidiary Guarantor shall not (other than any Subsidiary Guarantor whose Subsidiary Guarantee is to be released in accordance with Section 10.04) to consolidate with or with, merge with or into, or sell, convey, transfer transfer, lease or lease otherwise dispose of all or substantially all of its properties property and assets to another (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than the Company or another Subsidiary Guarantor)) or permit any Person (other than another Subsidiary Guarantor) to merge with or into such Subsidiary Guarantor, unless: (aA) (1) such Subsidiary Guarantor shall be the resultingcontinuing Person, surviving or transferee the Person (if not other than such Subsidiary Guarantor, the Company ) formed by such consolidation or another into which such Subsidiary Guarantor is merged or that acquired or leased such Subsidiary Guarantor) ’s property and assets shall be a corporation, partnership or limited liability company organized and validly existing under the laws of the United States of America or any jurisdiction thereof and shall expressly assumes assume, by executing supplemental indenture, executed and delivering a supplemental indenture and any other agreements (includingdelivered to the Trustee, without limitation, any registration rights agreement, if applicable) all of that such Subsidiary Guarantor’s obligations under the Securities and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default has occurred and is continuing under this Indenture. Upon any such consolidation, merger or sale, conveyance, transfer or leaseNotes, the resultingapplicable Subsidiary Guarantee, surviving or transferee Person (if not the Company or another Subsidiary Guarantor) shall succeed to, and may exercise every right and power of, that Subsidiary Guarantor under the Securities and this Indenture, the Registration Rights Agreement, the Collateral Documents and that Subsidiary Guarantor shall be discharged from its obligations under consents to the Securities and this Indenture except in the case of any such lease.Intercreditor Agreement;

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. A Subject to the provisions of Section 11.03, each Subsidiary Guarantor shall not consolidate with or with, merge with or into, or sell, convey, lease or transfer in one transaction or lease a series of related transactions all or substantially all of the consolidated assets of such Subsidiary Guarantor and its properties and assets Subsidiaries, taken as a whole, to another any Person (other than the Company any such sale, lease or another transfer to one or more of such Subsidiary Guarantor’s Wholly Owned Subsidiaries), unless: (a) the resultingSurviving Entity, surviving if not such Subsidiary Guarantor, is organized and existing under the laws of the United States of America, any State thereof or transferee Person the District of Columbia and, in each case, such Surviving Entity (if not such Subsidiary Guarantor) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of such Subsidiary Guarantor under the Notes, the Company or another Subsidiary Guarantor) expressly assumes by executing and delivering a supplemental indenture and any other agreements (including, without limitation, any registration rights agreement, if applicable) all of that Subsidiary Guarantor’s obligations under the Securities applicable Guarantee and this Indenture; and (b) immediately after giving effect to such transaction, no Default or Event of Default has shall have occurred and is continuing under be continuing. Notwithstanding any provision of this Indenture. Upon Indenture to the contrary, this Section 11.02 shall not apply to any such consolidation, merger or consolidation of a Subsidiary Guarantor into, or any sale, conveyancelease or conveyance of assets by a Subsidiary Guarantor to, transfer or lease, the resulting, surviving or transferee Person (if not the Company or another Subsidiary Guarantor) shall succeed to, and may exercise every right and power of, that any other Subsidiary Guarantor under or to any Subsidiary Guarantor upon any termination of the Securities and Guarantee of such Subsidiary Guarantor in accordance with this Indenture, and that Subsidiary Guarantor shall be discharged from its obligations under the Securities and this Indenture except in the case of any such lease.