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 (a) Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor or shall prevent any sale of assets or conveyance of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety, to the Company or another Subsidiary Guarantor. Upon any such consolidation, merger, sale or conveyance, the Subsidiary Guarantee given by such Subsidiary Guarantor shall not consolidate no longer have any force or effect. (b) Except as set forth in Article Four, Article Five hereof and Section 10.04(c), nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of a Subsidiary Guarantor with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person (into other Persons other than the Company or another Subsidiary Guarantor), unless: Guarantor (a) whether or not affiliated with the resulting, surviving or transferee Person (if not such Subsidiary Guarantor) or shall prevent any sale of assets, or conveyance of the property, of a Subsidiary Guarantor as an entirety or substantially as an entirety, to Persons other than the Company or another Subsidiary Guarantor) expressly assumes by executing and delivering a supplemental indenture and any other agreements Guarantor (including, without limitation, any registration rights agreement, if applicable) all of that whether or not affiliated with the Subsidiary Guarantor’s obligations under the Securities ); provided, however, that, (i) immediately after such transaction, and this Indenture; and giving effect thereto such transaction does not (a) violate any covenants set forth herein or (b) immediately after giving effect to such transaction, no result in a Default or Event of Default has occurred and is continuing under this Indenture. Upon Indenture that is continuing, and (ii) upon any such consolidation, merger merger, sale or sale, conveyance, transfer or lease, the resulting, surviving or transferee Person (if not the Company or another Subsidiary Guarantor) shall succeed toGuarantee set forth in this Article Ten, and may exercise every right the due and power of, that Subsidiary Guarantor under punctual performance and observance of all of 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.covenants and

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.