(3) immediately before and immediately after giving effect to such transaction
and the assumption contemplated by clause (1)(B)(ii) above (including, without limitation, giving effect to any Indebtedness and Acquired Debt Incurred or anticipated to be Incurred and any Lien granted in connection with or in respect of the
transaction) no Default and no Event of Default shall have occurred or be continuing.
Notwithstanding clause (2) or (3) above:
(A) any Guarantor may consolidate with, or merge with or into, or sell, assign, transfer, lease, convey or otherwise
dispose of all or substantially all of its assets to the Company or to another Guarantor; and
(B) the Company or any
Subsidiary may consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its assets to any Person that has conducted no business and Incurred no Indebtedness or other
liabilities if such transaction is solely for the purpose of effecting a change in the state of incorporation or form of organization of the Company or such Subsidiary.
For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of
all or substantially all of the properties and assets of one or more Subsidiaries of the Company, the Capital Stock of which constitutes all or substantially all of the properties and assets of the Company, shall be deemed to be the transfer of all
or substantially all of the properties and assets of the Company.
Section 5.02 Successor Person Substituted.
Upon any consolidation or merger or any transfer of all or substantially all the assets of the Company and its Subsidiaries in accordance with
Section 5.01, the successor corporation formed by such consolidation or into which the Company is merged or to which such transfer is made shall succeed to and (except in the case of a lease) be substituted for, and may exercise every right and
power of, the Company under this Indenture with the same effect as if such successor corporation had been named herein as the Company and (except in the case of a lease) the Company shall be released from the obligations under the Notes and this