Common use of The Guarantors Clause in Contracts

The Guarantors. Subject to Section 11.03, each Restricted Subsidiary of the Company that is a Guarantor will not, in any transaction or series of related transactions merge or consolidate or amalgamate with or into (whether or not such Guarantor survives), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to, any Person, unless either: (i) either: (A) if the transaction or series of transactions is a consolidation of such Guarantor with or a merger of such Guarantor with or into any other Person, such Guarantor shall be the surviving Person of such consolidation or merger; or (B) the Person formed by any consolidation or merger with or into such Guarantor, or to which all or substantially all of the properties and assets of such Guarantor and its Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume by (i) a supplemental indenture executed and delivered to the Trustee, all of the obligations of such Guarantor under its Notes Guarantee and this Indenture, and this Indenture, as so supplemented, shall remain in full force and effect and (ii) an amendment, supplement or other instrument, executed and delivered to the Trustee, all obligations of such Guarantor under the Collateral Documents, and in connection therewith will cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity; or (ii) the transaction is made in compliance with Section 5.10. The foregoing requirements shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Subsidiary of the Company to the Company or any Guarantor, or the consolidation or merger of any Subsidiary of the Company with or into the Company or any Guarantor, or, for the avoidance of doubt, the consolidation or merger of any Subsidiary of the Company that is not a Guarantor with or into any other Subsidiary of the Company that is not a Guarantor. In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by Section 6.01(b)(i), such Guarantor shall deliver, or cause to be delivered, to the Trustee an Officers’ Certificate stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of this Indenture and an Opinion of Counsel.

The Guarantors. Subject to Section 11.03, each certain limitations in the Indenture governing release of a Guarantor upon the sale or disposition of a Restricted Subsidiary of the Company that is a Guarantor, each Guarantor will not, in any transaction or series of related transactions merge or consolidate or amalgamate with or into (whether or not such Guarantor survives), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to, any Person, unless either: (i1) either: (A) if the transaction or series of transactions is a consolidation of such Guarantor with or a merger of such Guarantor with or into any other Person, such Guarantor shall be the surviving Person of such consolidation or merger; or (B) the Person formed by any consolidation or merger with or into such Guarantor, or to which all or substantially all of the properties and assets of such Guarantor and its Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of of, shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia, Columbia and shall expressly assume by (i) a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of such Guarantor under its Notes Note Guarantee and this Indenturethe Indenture and, and this in each case, the Indenture, as so supplemented, shall remain in full force and effect and (ii) an by amendment, supplement or other instrumentinstrument (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all obligations of such Guarantor under the Collateral Documents, and in connection therewith will cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity; or (ii2) the transaction is made in compliance with Section 5.104.16. The foregoing requirements shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Subsidiary of the Company Restricted Subsidiaries to any Guarantor or the Company or any GuarantorCompany, or the consolidation or merger of any Subsidiary of the Company with or into the Company or any Guarantor, or, for the avoidance of doubt, the consolidation or merger of any Subsidiary of the Company that is not a Guarantor Restricted Subsidiaries with or into any other Subsidiary of Guarantor or the Company that is not a GuarantorCompany. In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by Section 6.01(b)(i)clause (1) of the foregoing provisions, such Guarantor shall deliver, or cause to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of this the Indenture. The successor entity shall succeed to, and be substituted for, and may exercise every right and power of the predecessor company under the Indenture, and the predecessor company shall (except in the case of a lease) be released from all its obligations and covenants under the Indenture and an Opinion of Counselthe Notes.

The Guarantors. Subject to Section 11.03Each Guarantor shall not consolidate with or merge with or into, each Restricted Subsidiary of the Company that is a Guarantor will notor convey, transfer or lease, in any one transaction or a series of related transactions merge or consolidate or amalgamate with or into (whether or not such Guarantor survives)transactions, or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its assets to any Person unless: (i) either (i) such Guarantor is the surviving or continuing person or (ii) the resulting, surviving or transferee person (if not such Guarantor) shall be organized or existing under the laws of the jurisdiction under which such Guarantor was organized or under the laws of a Permitted Jurisdiction, and such person (if not such Guarantor) shall expressly assume, by a guarantee agreement, in a form reasonably satisfactory to the Trustee, all the obligations of such Guarantor, if any, under its Guarantee, the Intercreditor Agreement, any additional intercreditor agreement and the Security Documents; provided, however, that the foregoing shall not apply in the case of a Guarantor (x) that has been disposed of in its entirety to another person (other than to the Issuer or an Affiliate of the Issuer), whether through a merger, consolidation or sale of equity interests or assets or (y) that, as a result of the disposition of all or a portion of its equity interests, ceases to be a subsidiary of the Issuer, in both cases, if in connection therewith the Issuer provides an Officer’s Certificate to the Trustee to the effect that the Issuer will comply with its obligations under Section 4.09 in respect of such disposition; (ii) immediately after giving effect to such transaction or transactions on a pro forma basis (and treating any Debt which becomes an obligation of the resulting, surviving or transferee person as a result of such transaction as having been issued by such person at the time of such transaction), no Default shall have occurred and be continuing; and (iii) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such guarantee agreement, if any, complies with this Indenture. The successor Guarantor (if not the Issuer) will be the successor to such Guarantor and shall succeed to, and be substituted for, and may exercise every right and power of, such Guarantor and its Guarantee, and the predecessor Guarantor shall be released from its obligations under its Guarantee and this Indenture. Notwithstanding the foregoing, (1) a Guarantor may merge or consolidate with an Affiliate solely for the purpose and with the sole effect of reincorporating such Guarantor in another jurisdiction without regard to compliance with this clause (b), and (2) a Guarantor may merge or consolidate with, or transfer all or part of its properties and assets to, any Person, unless either: (i) either: (A) if the transaction or series of transactions is a consolidation of such another Guarantor with or a merger of such Guarantor with or into any other Person, such Guarantor shall be the surviving Person of such consolidation or merger; or (B) the Person formed by any consolidation or merger with or into such Guarantor, or to which all or substantially all of the properties and assets of such Guarantor and its Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume by (i) a supplemental indenture executed and delivered to the Trustee, all of the obligations of such Guarantor under its Notes Guarantee and this Indenture, and this Indenture, as so supplemented, shall remain in full force and effect and (ii) an amendment, supplement or other instrument, executed and delivered to the Trustee, all obligations of such Guarantor under the Collateral Documents, and in connection therewith will cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity; or (ii) the transaction is made in compliance with Section 5.10. The foregoing requirements shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Subsidiary of the Company to the Company or any Guarantor, or the consolidation or merger of any Subsidiary of the Company with or into the Company or any Guarantor, or, for the avoidance of doubt, the consolidation or merger of any Subsidiary of the Company that is not a Guarantor with or into any other Subsidiary of the Company that is not a Guarantor. In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by Section 6.01(b)(i), such Guarantor shall deliver, or cause to be delivered, to the Trustee an Officers’ Certificate stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of this Indenture and an Opinion of CounselIssuer.

The Guarantors. Subject to Section 11.03, each the limitations in this Indenture governing the release of a Guarantor upon the sale or disposition of a Restricted Subsidiary of the Company that is a Guarantor, each Guarantor will shall not, in any transaction or series of related transactions transactions, merge or consolidate or amalgamate with or into (whether or not such Guarantor survives), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to, any Person, unless either: (i) either: (A) if the transaction or series of transactions is a consolidation of such Guarantor with or a merger of such Guarantor with or into any other Person, such Guarantor shall be the surviving Person of such consolidation or merger; or (B) the Person formed by any consolidation or merger with or into such Guarantor, or to which all or substantially all of the properties and assets of such Guarantor and its Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States, any state thereof or the District such Guarantor’s original jurisdiction of Columbia, organization and shall expressly assume by (ix) a supplemental indenture executed and delivered to the Trustee, substantially in the form of Exhibit B, all of the obligations of such Guarantor under its Notes Guarantee and this IndentureIndenture and, and in each case, this Indenture, as so supplemented, shall remain in full force and effect and (iiy) an by amendment, supplement or other instrumentinstrument (in form and substance reasonably satisfactory to the Trustee and the Collateral Agent), executed and delivered to the Trustee, all obligations of such Guarantor under the Collateral DocumentsDocuments (if any), and in connection therewith will shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity; or (ii) the transaction is made in compliance with Section 5.104.12. The foregoing requirements of Section 5.01(b) shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Subsidiary of the Company to the Company or any Guarantor, or the consolidation or merger of any Subsidiary of the Company with or into the Company or any Guarantor, or, for the avoidance of doubt, the consolidation or merger of any Subsidiary of the Company that is not a Guarantor with or into any other Subsidiary Guarantor or the Issuers, or the dissolution of any Subsidiaries (whether or not Guarantors) in the ordinary course of business which have no material assets as of the Company date of such dissolution if the Issuers determine that is not a Guarantorsuch dissolution has no material adverse effect on the interests of the Holders. In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by Section 6.01(b)(i5.01(a)(i) or Section 5.01(b)(i), such Guarantor shall deliver, or cause to be delivered, to the Trustee an Officers’ Certificate stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of this Indenture and an Opinion of CounselCounsel to the same effect.

The Guarantors. Subject to Section 11.03, each certain limitations in the Indenture governing release of a Guarantor upon the sale or disposition of a Restricted Subsidiary of the Company that is a Guarantor, each Guarantor will not, in any transaction or series of related transactions merge or consolidate or amalgamate with or into (whether or not such Guarantor survives), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to, any Person, unless either: (i1) either: (A) if the transaction or series of transactions is a consolidation of such Guarantor with or a merger of such Guarantor with or into any other Person, such Guarantor shall be the surviving Person of such consolidation or merger; or (B) the Person formed by any consolidation or merger with or into such Guarantor, or to which all or substantially all of the properties and assets of such Guarantor and its Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of of, shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia, Columbia and shall expressly assume by (i) a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of such Guarantor under its Notes Note Guarantee and this Indenturethe Indenture and, and this in each case, the Indenture, as so supplemented, shall remain in full force and effect and (ii) an by amendment, supplement or other instrumentinstrument (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all obligations of such Guarantor under the Collateral Documents, and in connection therewith will cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity; or (ii2) the transaction is made in compliance with Section 5.10. The foregoing requirements shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Subsidiary of the Company to the Company or any Guarantor, or the consolidation or merger of any Subsidiary of the Company with or into the Company or any Guarantor, or, for the avoidance of doubt, the consolidation or merger of any Subsidiary of the Company that is not a Guarantor with or into any other Subsidiary of the Company that is not a Guarantor4.16. In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by Section 6.01(b)(i)clause (1)(B) of the foregoing provisions, such Guarantor shall deliver, or cause to be delivered, to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of this the Indenture. The successor entity shall succeed to, and be substituted for, and may exercise every right and power of the predecessor company under the Indenture, and the predecessor company shall (except in the case of a lease) be released from all its obligations and covenants under the Indenture and the Notes. Notwithstanding any other provision of this Section 5.01(b), any Guarantor may (a) consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to another Guarantor or the Company, (b) consolidate or otherwise combine with or merge into an Opinion Affiliate incorporated or organized under the laws of Counselthe United States, any state or commonwealth thereof or the District of Columbia 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 or (c) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor or change its legal form, in each case without regard to the requirements set forth in this Section 5.01(b).

The Guarantors. Subject The Guarantors (other than KP Parent or a Guarantor whose Notes Guarantee is to Section 11.03, each Restricted Subsidiary be released in accordance with the terms of the Company that is a Guarantor Notes Guarantee and this Indenture in Section 10.01) will not, in any transaction directly or series of related transactions merge or indirectly: (x) consolidate or amalgamate merge with or into another Person (whether or not such Guarantor survives)Guarantor, is the surviving corporation) or (y) sell, assign, transfer, convey, transfer, lease or otherwise dispose of all or substantially all of the properties or assets of such Guarantor and its properties and assets toSubsidiaries that are Restricted Subsidiaries taken as a whole, any in one or more related transactions, to another Person, unless eitherunless: (i) either: either (A) if the transaction or series of transactions is a consolidation of such Guarantor with or a merger of such Guarantor with or into any other Person, such Guarantor shall be is the surviving Person of such consolidation Person; or merger; or (B) the Person formed by or surviving any such consolidation or merger with or into (if other than such Guarantor, ) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all or substantially all of the properties and assets of such Guarantor and its Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia, and shall expressly assume by (i) a supplemental indenture executed and delivered to the Trustee, all of the obligations of such Guarantor under its Notes Guarantee and Guarantee, this Indenture, and this Indenture, as so supplemented, shall remain in full force and effect and (ii) an amendment, supplement or other instrument, executed and delivered to the Trustee, all obligations of such Guarantor under the Collateral DocumentsIntercreditor Agreement, and in connection therewith will cause such instruments any Additional Intercreditor Agreement and the Security Documents to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity; orwhich it is a party; (ii) the transaction is made in compliance with Section 5.10. The foregoing requirements shall not apply immediately after giving pro forma effect to any such transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of (and treating any properties or assets by any Subsidiary Indebtedness which becomes an obligation of the Company to surviving corporation as a result of such transaction as having been incurred by the Company surviving corporation at the time of such transaction or any Guarantor, or the consolidation or merger of any Subsidiary of the Company with or into the Company or any Guarantor, or, for the avoidance of doubt, the consolidation or merger of any Subsidiary of the Company that is not a Guarantor with or into any other Subsidiary of the Company that is not a Guarantor. In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by Section 6.01(b)(itransactions), such Guarantor shall deliver, no Default or cause to be delivered, Event of Default exists; and (iii) KP Parent delivers to the Trustee an Officers’ Officer’s Certificate and Opinion of Counsel, in each case, stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease merger or other disposition transfer and the such supplemental indenture in respect thereof (if any) comply with the requirements of this Section 5.01(c) and that all conditions precedent in this Indenture relating to such transaction have been satisfied and an that this Indenture, the Notes Guarantee constitute legal, valid and binding obligations of the Guarantor or the Person formed by or surviving any such consolidation and merger (as applicable) enforceable in accordance with their terms (provided that any such Opinion of CounselCounsel may assume matters of fact, including as a factual matter that one or more conditions precedent have occurred.

The Guarantors. Subject to Section 11.03, each certain limitations in the Indenture governing release of a Guarantor upon the sale or disposition of a Restricted Subsidiary of the Company that is a Guarantor, each Guarantor will not, in any transaction or series of related transactions merge or consolidate or amalgamate with or into (whether or not such Guarantor survives), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to, any Person, unless either: (i1) either: (A) if the transaction or series of transactions is a consolidation of such Guarantor with or a merger of such Guarantor with or into any other Person, such Guarantor shall be the surviving Person of such consolidation or merger; or (B) the Person formed by any consolidation or merger with or into such Guarantor, or to which all or substantially all of the properties and assets of such Guarantor and its Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of of, shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia, Columbia and shall expressly assume by (i) a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of such Guarantor under its Notes Note Guarantee and this Indenturethe Indenture and, and this in each case, the Indenture, as so supplemented, shall remain in full force and effect and (ii) an by amendment, supplement or other instrumentinstrument (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all obligations of such Guarantor under the Collateral Documents, and in connection therewith will cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity; or (ii2) the transaction is made in compliance with Section 5.10. The foregoing requirements shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Subsidiary of the Company to the Company or any Guarantor, or the consolidation or merger of any Subsidiary of the Company with or into the Company or any Guarantor, or, for the avoidance of doubt, the consolidation or merger of any Subsidiary of the Company that is not a Guarantor with or into any other Subsidiary of the Company that is not a Guarantor‎Section 4.16. In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by Section 6.01(b)(i)clause (1)(B) of the foregoing provisions, such Guarantor shall deliver, or cause to be delivered, to the Trustee an Officers’ Officer’s Certificate and an Opinion of Counsel stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of this the Indenture. The successor entity shall succeed to, and be substituted for, and may exercise every right and power of the predecessor company under the Indenture, and the predecessor company shall (except in the case of a lease) be released from all its obligations and covenants under the Indenture and the Notes. Notwithstanding any other provision of this Section 5.01(b), any Guarantor may (a) consolidate or otherwise combine with, merge into or transfer all or part of its properties and assets to another Guarantor or the Company, (b) consolidate or otherwise combine with or merge into an Opinion Affiliate incorporated or organized under the laws of Counselthe United States, any state or commonwealth thereof or the District of Columbia 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 or (c) convert into a corporation, partnership, limited partnership, limited liability company or trust organized or existing under the laws of the jurisdiction of organization of such Guarantor or change its legal form, in each case without regard to the requirements set forth in this Section 5.01(b).

The Guarantors. Subject to Section 11.03, each Restricted Subsidiary of the Company that is a Guarantor will not, in any transaction or series of related transactions merge or consolidate or amalgamate with or into (whether or not such Guarantor survives), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to, any Person, unless either: (i) either: (A) if the transaction or series of transactions is a consolidation of such Guarantor with or a merger of such Guarantor with or into any other Person, such Guarantor shall be the surviving Person of such consolidation or merger; or (B) the Person formed by any consolidation or merger with or into such Guarantor, or to which all or substantially all of the properties and assets of such Guarantor and its Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of of, shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia, Columbia and shall expressly assume by (i) a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of such Guarantor under its Notes Note Guarantee and this IndentureIndenture and, and in each case, this Indenture, as so supplemented, shall remain in full force and effect and (ii) an by amendment, supplement or other instrumentinstrument (in form and substance reasonably satisfactory to the Trustee and the Collateral Agent), executed and delivered to the Trustee, all obligations of such Guarantor under the Collateral Documents, and in connection therewith will shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity; or (ii) the transaction is made in compliance with (or is not prohibited by) Section 5.10. The foregoing requirements shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Restricted Subsidiary of the Company to the Company any Guarantor or any Guarantoreither Issuer, or the consolidation or merger of any Restricted Subsidiary of the Company with or into the Company or any Guarantor, or, for the avoidance of doubt, the consolidation or merger of any Subsidiary of the Company that is not a Guarantor with or into any other Subsidiary of the Company that is not a GuarantorGuarantor or either Issuer. In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by Section 6.01(b)(i), such Guarantor shall deliver, or cause to be delivered, to the Trustee an Officers’ Certificate stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of this Indenture and an Opinion of CounselCounsel to like effect.

The Guarantors. Subject to Section 11.03, each certain limitations in the Indenture governing release of a Guarantor upon the sale or disposition of a Restricted Subsidiary of the Company that is a Guarantor, each Guarantor will not, in any transaction or series of related transactions merge or consolidate or amalgamate with or into (whether or not such Guarantor survives), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to, any Person, unless either: (i1) either: (A) if the transaction or series of transactions is a consolidation of such Guarantor with or a merger of such Guarantor with or into any other Person, such Guarantor shall be the surviving Person of such consolidation or merger; or (B) the Person formed by any consolidation or merger with or into such Guarantor, or to which all or substantially all of the properties and assets of such Guarantor and its Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of of, shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia, Columbia and shall expressly assume by (i) a supplemental indenture executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of such Guarantor under its Notes Note Guarantee and this Indenturethe Indenture and, and this in each case, the Indenture, as so supplemented, shall remain in full force and effect and (ii) an by amendment, supplement or other instrumentinstrument (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all obligations of such Guarantor under the Collateral Documents, and in connection therewith will cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity; or (ii2) the transaction is made in compliance with Section 5.10‎Section 4.16. The foregoing requirements shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Subsidiary of the Company Restricted Subsidiaries to any Guarantor or the Company or any GuarantorCompany, or the consolidation or merger of any Subsidiary of the Company with or into the Company or any Guarantor, or, for the avoidance of doubt, the consolidation or merger of any Subsidiary of the Company that is not a Guarantor Restricted Subsidiaries with or into any other Subsidiary of Guarantor or the Company that is not a GuarantorCompany. In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by Section 6.01(b)(i)clause (1) of the foregoing provisions, such Guarantor shall deliver, or cause to be delivered, to the Trustee an Officers’ Certificate and an Opinion of Counsel stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of this the Indenture. The successor entity shall succeed to, and be substituted for, and may exercise every right and power of the predecessor company under the Indenture, and the predecessor company shall (except in the case of a lease) be released from all its obligations and covenants under the Indenture and an Opinion of Counselthe Notes.

The Guarantors. Subject to Section 11.03, each Restricted Subsidiary of the Company that is a Guarantor will shall not, in any transaction or series of related transactions merge or transactions, consolidate or amalgamate with or merge into (whether or not such Guarantor survives), or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties property and assets to, any Person, unless either: (i) either: (A) if the transaction or series of transactions is a consolidation of such Guarantor with or a merger of such Guarantor with or into any other Person, such Guarantor shall be the surviving Person of such consolidation or merger; or (B) the Person formed by any consolidation or merger with or into such Guarantor (if other than the Guarantor), or to which all or substantially all of the properties and assets of such Guarantor and its Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of shall be a corporation, partnership, limited liability company or trust organized and existing under the laws of the United States, any state thereof or the District of Columbia, Columbia and shall expressly assume by (i) a supplemental indenture executed and delivered to the Trustee, Trustee all of the obligations of such Guarantor under its Notes Note Guarantee and this IndentureIndenture and, and in each case, this Indenture, as so supplemented, shall remain in full force and effect and (ii) an by amendment, supplement or other instrument, executed and delivered to the Trustee, all obligations of such Guarantor under the Collateral Documents, and in connection therewith will shall cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity; or (ii) the transaction is made in compliance with (or is not prohibited by) Section 5.10. The foregoing requirements shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Subsidiary of the Company to the Company or any Guarantor, or the consolidation consolidation, amalgamation or merger of any Subsidiary of the Company with or into the Company or any Guarantor, or, for the avoidance of doubt, the consolidation or merger of any Subsidiary of the Company that is not a Guarantor with or into any other Subsidiary of the Company that is not a Guarantor. In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by Section 6.01(b)(i), such Guarantor shall deliver, or cause to be delivered, deliver to the Trustee an Officers’ Certificate stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition and the supplemental indenture in respect thereof comply with the requirements of this Indenture and an Opinion of CounselCounsel to the same effect.

The Guarantors. Subject to Section 11.03, each Restricted Subsidiary of the Company that is a A Guarantor will not, in any a single transaction or series of related transactions merge or transactions, consolidate or amalgamate merge with or into (whether or not such Guarantor survives)any Person, or sell, assign, convey, transfer, lease lease, convey or otherwise dispose of all or all or substantially all of its properties and assets tosuch Guarantor’s assets, whether as an entirety or substantially as an entirety to any Person, unless eitherother than to, with or into the Company or another Guarantor, unless: (i1) immediately after giving effect to that transaction, no Default or Event of Default exists under this Indenture; and (2) either: (Aa) the Person (if the transaction or series of transactions is a consolidation of other than such Guarantor with or a merger of such Guarantor with or into any other Person, such Guarantor shall be the surviving Person of Guarantor) formed by such consolidation or merger; or (B) into which the Guarantor is merged or the Person formed which acquires by any consolidation sale, assignment, transfer, lease, conveyance or merger with or into such Guarantor, or to which all or substantially all of other disposition the properties and assets of such Guarantor substantially as an entirety (the “Surviving Guarantor Entity”), is a Domestic Restricted Subsidiary and expressly assumes all the obligations of that Guarantor under this Indenture and the Guarantee by executing a supplemental indenture; or (b) such sale, assignment, transfer, lease, conveyance or other disposition or merger or consolidation does not violate Section 4.09 hereof. For purposes of this Section 5.02, any consolidation or merger or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of a Guarantor in accordance with the foregoing in which there is a Surviving Guarantor Entity that is a Domestic Restricted Subsidiary, such Guarantor will be released from its Subsidiaries, taken as a whole, as the case may be, are sold, assigned, conveyed, transferred, leased or otherwise disposed of shall be a corporation, partnership, limited liability company or trust organized and existing obligations under the laws Indenture, the Notes and Guarantee and, upon execution of the United Statessupplemental indenture referred to above, any state thereof or the District of Columbiasuch Surviving Guarantor Entity shall succeed to, and be substituted for, and may exercise every right and power of, and shall expressly assume by (i) a supplemental indenture executed and delivered to the Trusteeperform every obligation of, all of the obligations of such Guarantor under its Notes Guarantee and this Indenture, and this Indenture, as so supplemented, shall remain in full force and effect and (ii) an amendment, supplement or other instrument, executed and delivered to the Trustee, all obligations of such Guarantor under the Collateral Documents, and in connection therewith will cause such instruments to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect or continue the perfection of the Lien created under the Collateral Documents on the Collateral owned by or transferred to the surviving entity; or (ii) the transaction is made in compliance with Section 5.10. The foregoing requirements shall not apply to any transaction or series of transactions involving the sale, assignment, conveyance, transfer, lease or other disposition of any properties or assets by any Subsidiary of the Company to the Company or any Guarantor, or the consolidation or merger of any Subsidiary of the Company with or into the Company or any Guarantor, or, for the avoidance of doubtIndenture, the consolidation or merger of any Subsidiary of the Company that is not a Guarantor with or into any other Subsidiary of the Company that is not a Guarantor. In connection with any consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition contemplated by Section 6.01(b)(i), such Guarantor shall deliver, or cause to be delivered, to the Trustee an Officers’ Certificate stating that such consolidation, merger, sale, assignment, conveyance, transfer, lease or other disposition Notes and the supplemental indenture in respect thereof comply Guarantee with the requirements of this Indenture and an Opinion of Counselsame effect as if such Surviving Guarantor Entity had been named as such.