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

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 5.10.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) No Subsidiary Guarantor shall may 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, ) whether or not affiliated with such Guarantor unless (i) immediately after giving effect to such that transaction, no Default or Event of Default exists; exists and (ii) either (1A) the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such assumes all the obligations of that Subsidiary Guarantor) unconditionally assumes, Guarantor pursuant to a supplemental indenture substantially satisfactory to the Trustee or (B) the Company provides an Officer’s Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 with respect to such disposition. Further, Article V hereof, and not this Section 11.05, shall be applicable to the Parent and in the form event such sale, merger or consolidation constitutes a sale of Exhibit B hereto, substantially all of the obligations assets of such Subsidiary Guarantor under the Notes, this Indenture and its Subsidiary Guarantee on terms set forth therein, Parent or (2) such sale or other disposition does not violate Section 5.10the Company.

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 Annex A 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 5.104.10.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) No Subsidiary Guarantor shall sell or otherwise dispose of of, in one or more related transactions, 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 the Company or such Subsidiary Guarantor) unconditionally assumes, pursuant to a supplemental indenture substantially in the form of Exhibit B Annex A 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 transaction or other disposition does not violate series of related transactions complies with the provisions of Section 5.104.10 hereof, and (ii) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists.