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

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Person.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.04 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor, unless immediately after giving effect to that transaction, no Default or Event of Default exists. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at on the date of the execution hereofIssue Date. Except as set forth in Articles Article 4 and Article 5 hereof, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.04 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor, unless immediately after giving effect to that transaction, no Default or Event of Default exists. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indentureindenture substantially in the form of Exhibit D hereto, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at on the date of the execution hereofIssue Date. Except as set forth in Articles Article 4 and Article 5 hereof, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case (a) Subject to paragraph (b) of this Section 10.02, no Subsidiary Guarantor may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person unless (i) the Person formed by or surviving any such consolidation, merger, sale consolidation or conveyance involving a merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor where under this Indenture and the successor Person is required Securities pursuant to become a Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and in a form reasonably satisfactory in form to the Trustee, (ii) immediately after such transaction, no Default or Event of the Subsidiary Guarantee endorsed upon the NotesDefault exists, (iii) such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with or Person formed by or surviving any such consolidation or merger will have Consolidated Tangible Net Worth (immediately after the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause transaction) equal to be signed any or all of greater than the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all Consolidated Tangible Net Worth of such Subsidiary Guarantees had been issued Guarantor immediately preceding the transaction and (iv) the Company will, at the date time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the execution hereofapplicable Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a). Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent In connection with any consolidation or merger contemplated by this Section 10.02, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. This Section 10.02(a) will not prohibit a merger between Subsidiary Guarantors or a merger between the Company and a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) No Subsidiary Guarantor shall sell or otherwise dispose of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person (other than the Parent, the Company or another Subsidiary Guarantor), unless, (i) immediately after giving effect to such transaction, no Default or Event of Default exists; and (ii) either (1) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) unconditionally assumes, pursuant to a supplemental indenture substantially in the form of Exhibit B hereto, all the obligations of such Subsidiary Guarantor under the Notes, this Indenture and its Subsidiary Guarantee on terms set forth therein, or (2) such sale or other disposition does not violate Section 4.09. (b) In the case of any such consolidation, merger, sale consolidation or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory substantially in the form to the Trusteeof Exhibit B hereto, of the Subsidiary Guarantee endorsed upon and the Notesdue and punctual performance of all of the covenants of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other PersonSection 10.03.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 8.3 hereof, no Subsidiary Guarantor may sell or otherwise dispose, in one or a series of related transactions, of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than Vistra Operations or another Subsidiary Guarantor, unless immediately after giving effect to that transaction, no Default or Event of Default exists. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the TrusteeTrust, of the Guarantee of such Subsidiary Guarantor and the due and punctual performance of all of the covenants and conditions of this Guarantee endorsed upon the Notesto be performed by such Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture Agreement as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture contained herein as though all of such Subsidiary Guarantees had been issued at on the date of the execution hereofthis Agreement. Except as set forth in Articles 4 and 5 hereofthe Senior Secured Notes Indenture, nothing contained in this the Senior Secured Notes Indenture or in any of the Notes shall this Agreement will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company Vistra Operations or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Vistra Operations or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Except as otherwise provided in Section 10.04 hereof, no Subsidiary Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor, unless immediately after giving effect to that transaction, no Default or Event of Default exists. In case of any such consolidation, merger, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the NotesNotes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at on the date of the execution hereofIssue Date. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall will prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other PersonGuarantor, or shall will prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, Company or another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case (a) Subject to paragraph (b) of this Section 10.02, no Subsidiary Guarantor may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person unless (i) the Person formed by or surviving any such consolidation, merger, sale consolidation or conveyance involving a merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor where under this Indenture and the successor Person is required Securities pursuant to become a Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and in a form reasonably satisfactory in form to the Trustee, (ii) immediately after such transaction, no Default or Event of the Subsidiary Guarantee endorsed upon the NotesDefault exists, (iii) such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with or Person formed by or surviving any such consolidation or merger will have Consolidated Tangible Net Worth (immediately after the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause transaction) equal to be signed any or all of greater than the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all Consolidated Tangible Net Worth of such Subsidiary Guarantees had been issued Guarantor immediately preceding the transaction and (iv) the Company will, at the date time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the execution hereofapplicable Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a). Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent In connection with any consolidation or merger contemplated by this Section 10.02, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. This Section 10.02(a) will not prohibit a merger between Subsidiary Guarantors or a merger between the Company and a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case (a) Subject to paragraph (b) of any such consolidationthis Section 10.03, merger, sale or conveyance involving no Subsidiary Guarantor (other than a Subsidiary Guarantor where the successor Person whose Guarantee is required to become a be released in accordance with this Indenture) may consolidate or merge with or into (whether or not such Subsidiary Guarantor upon is the assumption surviving Person) another Person unless (i) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) (a “Successor Guarantor”) assumes all the successor Personobligations of such Subsidiary Guarantor under this Indenture and the other Note Documents (and takes such action (or agrees to take such action) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to such Successor Guarantor to continue to constitute Collateral and to be subject to the Parity Liens in the manner and to the extent required under the Note Documents) pursuant to a supplemental indenture (and similar documents with respect to the other Note Documents), by supplemental indenturein each case, executed and delivered in a form reasonably satisfactory to the Trustee and reasonably satisfactory in form to the TrusteeCollateral Trustee and (ii) immediately after such transaction, no Default or Event of the Subsidiary Guarantee endorsed upon the Notes, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor Default exists. In connection with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger contemplated by this Section 10.03, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture, if any, comply with this Indenture. This Section 10.03(a) is not applicable to a merger between Subsidiary Guarantors or a merger between the Company and a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case (a) Subject to paragraph (b) of any such consolidationthis Section 10.03, merger, sale or conveyance involving no Subsidiary Guarantor (other than a Subsidiary Guarantor where the successor Person whose Guarantee is required to become a be released in accordance with this Indenture) may consolidate or merge with or into (whether or not such Subsidiary Guarantor upon is the assumption surviving Person) another Person unless (i) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) ( a “Successor Guarantor”) assumes all the successor Personobligations of such Subsidiary Guarantor under this Indenture and the other Note Documents (and takes such action (or agrees to take such action) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to such Successor Guarantor to continue to constitute Collateral and to be subject to the Parity Liens in the manner and to the extent required under the Note Documents) pursuant to a supplemental indenture (and similar documents with respect to the other Note Documents), by supplemental indenturein each case, executed and delivered in a form reasonably satisfactory to the Trustee and reasonably satisfactory in form to the TrusteeCollateral Trustee and (ii) immediately after such transaction, no Default or Event of the Subsidiary Guarantee endorsed upon the Notes, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor Default exists. In connection with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger contemplated by this Section 10.03, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture, if any, comply with this Indenture. This Section 10.03(a) is not applicable to a merger between Subsidiary Guarantors or a merger between the Company and a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. In case (a) Subject to paragraph (b) of this Section 10.02, no Subsidiary Guarantor may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving entity or Person) another corporation, entity or Person unless (i) the entity or Person formed by or surviving any such consolidation, merger, sale consolidation or conveyance involving a merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor where the successor Person is required pursuant to become a Subsidiary Guarantor upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and in a form reasonably satisfactory in form to the Trustee, under the Securities and this Indenture, (ii) immediately after such transaction, no Default or Event of the Subsidiary Guarantee endorsed upon the NotesDefault exists, (iii) such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with or the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor entity or Person thereupon may cause formed by or surviving any such consolidation or merger will have Consolidated Tangible Net Worth (immediately after the transaction) equal to be signed any or all of greater than the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all Consolidated Tangible Net Worth of such Subsidiary Guarantees had been issued Guarantor immediately preceding the transaction and (iv) the Company will, at the date time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the execution hereofapplicable Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a). Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent In connection with any consolidation or merger contemplated by this Section 10.02, the Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. This Section 10.02(a) will not prohibit a merger between Subsidiary Guarantors or a merger between the Company and a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other PersonGuarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Except as otherwise provided in Section 10.05 in connection with any release and discharge of a Subsidiary Guarantor, no Subsidiary Guarantor may consolidate or combine with or merge with or into (whether or not such Subsidiary Guarantor is the surviving person) or sell or convey all or substantially all of its assets to another Person whether or not affiliated with such Subsidiary Guarantor, unless the Person formed by or surviving any such consolidation, combination or merger or the Transferee Person (in each case if other than a Subsidiary Guarantor or the Company) unconditionally assumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under this Indenture, the Subsidiary Guarantee and any Registration Rights Agreements on the terms set forth herein or therein. In case of any such consolidation, merger, combination, sale or conveyance involving a Subsidiary Guarantor where the successor Person is required to become a Subsidiary Guarantor and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon under this Indenture and the Notesdue and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall become a Subsidiary Guarantor (and succeed to and be substituted for the Subsidiary Guarantor predecessor to the extent of any release and discharge of such predecessor pursuant to Section 10.05) with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture or in any of the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Restricted Subsidiary or any other Person, or shall prevent any sale or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Company, another Subsidiary or any other Person.