ARTICLE V SUCCESSORS
SECTION 5.1. Consolidation, Merger, Conveyance, Transfer or Lease.
(a) Neither Holdings nor the Issuer shall consolidate with or merge with or into, or convey, transfer or lease all or substantially all its
assets in a single transaction or series of related transactions to, another Person, unless:
(1) the resulting, surviving or transferee
Person (the Successor Company) shall be a corporation, partnership, trust or limited liability company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the
Successor Company (if not Holdings or the Issuer, as applicable) shall expressly assume, by supplemental indenture, executed and delivered to the Trustee, in form reasonably satisfactory to the Trustee, all the obligations of Holdings or the Issuer,
as the case may be, under this Indenture and the Notes;
(2) immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing;
(3) in the case of the Issuer, immediately after giving pro forma effect to such
transaction and treating any Debt which becomes an obligation of the Issuer or a Restricted Subsidiary as a result of such transaction as having been Incurred by the Issuer or such Restricted Subsidiary at the time of the transaction, either
(i) the Issuer (including any Successor Company) could Incur at least $1.00 of additional Debt (other than Permitted Debt) pursuant to Section 4.9(a) or (ii) the Consolidated Coverage Ratio of the Issuer or such Successor Company
determined on a Pro Forma Basis for the most recently ended Test Period is not less immediately after such transaction than it was immediately before such transaction;
(4) in the case of the Issuer, at the time of such transaction, unless the Issuer is the Successor Company, each Subsidiary Guarantor will have
by supplemental indenture confirmed that its Subsidiary Guarantee shall apply to such Persons obligations under the Indenture and the Notes; and
(5) the Issuer shall have delivered to the Trustee an Officers Certificate and an Opinion of Counsel, stating that such consolidation,
merger, conveyance, transfer or lease and such supplemental indenture, if any, comply with the Indenture.
Notwithstanding the foregoing,
(i) any Restricted Subsidiary may merge into the Issuer or another Restricted Subsidiary, (ii) the provisions of clauses (2) and (3) above shall not apply to a merger of the Issuer with or into a Restricted Subsidiary, and
(iii) the above provisions shall not apply to any transfer of assets between or among the Issuer and any Restricted Subsidiary.
For
purposes of this Section 5.1(a), the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all of the properties and assets of one or more Subsidiaries of the Issuer or Holdings, which properties and
assets, if held by the Issuer or Holdings instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer or Holdings, as applicable, on a consolidated basis, shall be deemed to be the sale, lease,
conveyance, assignment, transfer or other disposition of all or substantially all of the properties and assets of the Issuer or Holdings, as applicable.
The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or Holdings, as
applicable, under this Indenture, and, except in the case of a lease of all or substantially all its assets, the Issuer or Holdings, as applicable, will be released from the obligation to pay the principal of, and interest on, the Notes and all
other obligations under this Indenture.
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