(5) each Guarantor, unless it is (a) the other party to the
transactions described above, in which case clause (1)(b) of the second succeeding paragraph shall apply or (b) a Guarantor that will be released from its obligations under its Guarantee in connection with such transactions, shall have by
supplemental indenture confirmed that its Guarantee shall apply to such Persons obligations under the Indenture and the Notes; and
(6) the Company shall have delivered to the Trustee an Officers Certificate and an Opinion of Counsel, each
stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture.
The Successor
Company will succeed to, and be substituted for, the Company or the Issuer, as the case may be, under the Indenture and the Notes, as applicable, and the Company or the Issuer, as applicable, will be automatically released from its obligations under
the Indenture and the Notes. Notwithstanding the foregoing clauses (3) and (4),
(1) the Company or any
Restricted Subsidiary (other than the Issuer) may consolidate with or merge into or transfer all or part of its properties and assets to the Issuer or a Guarantor; and
(2) the Company or the Issuer may merge with an Affiliate of the Company or the Issuer, as the case may be, solely for
the purpose of reorganizing the Company or the Issuer, as the case may be, in the United States, any state thereof, the District of Columbia or any territory thereof so long as the amount of Indebtedness of the Company, the Issuer and its Restricted
Subsidiaries is not increased thereby.
Subject to certain limitations described in the Indenture governing release of a Guarantee upon
the sale, disposition or transfer of a guarantor, no Guarantor will, and the Company will not permit any Restricted Guarantor to, consolidate or merge with or into or wind up into (whether or not the Company or such Restricted Guarantor is the
surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless:
(1) (a) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if
other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is organized or existing under the laws of the jurisdiction of organization of such Guarantor, as the case may be, or
the laws of the United States, any state thereof, the District of Columbia, or any territory thereof (such Guarantor or such Person, as the case may be, being herein called the Successor Person);
(b) the Successor Person, if other than such Guarantor, expressly assumes all the obligations of such
Guarantor under the Indenture and such Guarantors related Guarantee pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee;
(c) immediately after such transaction, no Default exists; and
(d) the Company shall have delivered to the Trustee an Officers Certificate and an Opinion of
Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture; or
(2) the transaction complies with clauses (1) and (2) of the first paragraph of the covenant described under
Repurchase at the Option of HoldersAsset Sales.
In the case of clause (1) of the immediately preceding
paragraph, the Successor Person will succeed to, and be substituted for, such Guarantor under the Indenture and such Guarantors Guarantee. Notwithstanding the foregoing, any Guarantor (other than the Company, which is covered by the third
preceding paragraph) may (1) merge or consolidate with or into or wind up into or transfer all or part of its properties and assets to another Guarantor or the Issuer, (2) merge with an Affiliate of the Company solely for the purpose of
reincorporating the Guarantor in the United States, any state thereof, the District of Columbia or any territory thereof or (3) convert
56